Dear ________:

I did review the proposed Lease between _________ and from your perspective as Lease Guarantor.

As with most leases of this type, it is drafted to protect the Landlord. Apart from that, I would be very concerned about the hazardous material provisions contained on Pages 7 and 8 of the Lease (Subparagraphs 9.01, 9.02, 9.03 and 9.04). In effect, these provisions make the TENANT financially responsible for hazardous material problems which exist anywhere at the CENTER, not just that portion which the TENANT is leasing.

Further, the TENANT is not only responsible for hazardous material problems created by him or persons over whom he has control, but also for those problems affecting any part of the CENTER property, even those which were created by other persons before and after the commencement date of the Lease. These provisions are obviously too broad and should be revised to limit the TENANT'S responsibility for only hazardous material problems created by him or persons over whom he has control. Unless such revisions are made, you should not guaranty the Lease. As you probably know, the cost of hazardous material clean-up, depending on the extent of the problems, could easily run into hundreds of thousands of dollars.

In addition to the hazardous material provisions described above, you should also be aware of the following:

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The provisions of paragraph 6.00 permit the LANDLORD to relocate the TENANT at anytime to another store within the Center if the LANDLORD so chooses.

Finally, the Guaranty provides that the LANDLORD could look to you in the first instance to be made whole - it doesn't have to go after ______ first.

Do not hesitate to contact me, if you have any questions, and thank you for your cooperation.

Attorney

DAR:m

Enc.

STANDARD LEASE

THIS STANDARD LEASE dated as of May 31, 1994 between (hereinafter referred to as "Landlord") and ________ Hereinafter referred to as "Tenant").

1.00 GRANT AND PREMISES

1.01 Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, Store No. A-4, located in the building locally known as , Williamsville, New York ("Building"), which premises are cross-hatched on the floor plan attached hereto as Exhibit A and made a part hereof ("Premises"). The BuildIng is located on the land described on Exhibit B attached hereto and made a part hereof ("Land"), and the Land, Building and all other buildings and other improvements now or hereinafter located on or under the Land are hereinafter collectively referred to as the ("Center").

1.02 Common Areas. Landlord hereby grants to Tenant the right to use in common with the Landlord, other tenants of the Center and their respective guests and invitees those areas of the Center designated by Landlord from time to time for use in common by tenants of the Center, including, except as otherwise provided herein, all parking areas, sidewalks and driveways ("Common Area") for such purposes as Landlord shall prescribe from time to time. Tenant shall not, and shall cause Tenant's invitees to not, block or otherwise obstruct the Common area or interfere in any way with its use by others. Nothing contained herein shall prohibit Landlord from increasing or decreasing the Common Area from time to time, from constructing improvements thereon or from removing improvements therefrom. Landlord may in its sole discretion do such other acts in and to the Common Area that may be desirable to improve the Premises or the convenience or operation of the Center. Landlord will operate, manage, maintain, repair, and alter the Common Area and the expenditures therefore shall be at the sole discretion of the Landlord.

2.00 TERM

2.01 Initial Term. The initial term of this lease shall be for a period of Five (5) years commencing on the Commencement Date (as hereinafter defined), plus the partial month, if any, in which the Commencement Date shall occur ("Initial Term").

2.02 First Renewal Term. Provided Tenant is not then in default, Tenant may, at Tenant's option, extend the initial Term for a period of Five (5) years commencing on the first day occurring after the end of the Initial Term ("First Renewal Term"). Tenant shall give Landlord notice of the exercise of Tenant's option at least six (6) months prior to the expiration of the Initial Term.

2.03 Option Period. Tenant has a one time option to vacate after the third complete calendar year (1997) if gross sales for that year (1/1/97 - 12/31/97) do not reach $800,000. Tenant must report gross sales to Landlord on a monthly basis. Gross sales are to be determined by the amount of gross sales reported to the New York State Department of Sales Tax. If sales do not reach the breakpoint, Tenant has the option to continue the term of the lease (60 days notice is required).

2.04 Term. The Initial Term and each Renewal Term provided herein, if any, are hereinafter collectively referred to as the "Term". The term "Lease Year" shall mean each consecutive period of twelve (12) consecutive calendar months commencing from the Commencement Date and continuing throughout the Term; provided, however, if the Commencement Date shall not occur on the first day of a month, the first Lease Year shall mean the first full twelve (12) calendar months plus the partial month in which the Commencement Date shall occur.

2.05 Commencement Date. The term of this lease shall commence (Commencement Date) on the earlier to occur of (i) the sixtieth day following the Notice of Substantial Completion to Tenant by Landlord or (ii) the date which Tenant opens the Premises for business. The premises shall be deemed t be substantially completed on the date that Landlord finishes all work to be performed by landlord pursuant to Section 11.00; except for punch list items and construction defects that would not prevent Tenant from doing Tenant's work, installing fixtures, or opening of business, and except for any of the landlord's work which cannot be feasibly performed before Tenant completes its work, fixturing or decorating. Determination of substantial completion by Landlord's architect or engineer shall be conclusive, in the absence of bad faith. Notice thereof shall be given to Tenant by Landlord. Between the date of Notice of Substantial Completion and the Commencement Date, Tenant shall have access to the premises, without payment of rent, for the purpose of doing Tenant's work and installing its store fixtures and stock of merchandise in the premises, provided that before doing so Tenant furnishes Landlord with the public liability insurance coverage required by section 7.00 hereof; and during such period, the premises shall be deemed to be in the possession of Tenant, and Tenant shall be responsible for any loss during the term of this Lease. If prior to substantial completion of the premises by Landlord, Tenant requests and is granted permission to enter the premises to perform fixturing or other work, Tenant shall bear all risk of theft, loss or damage to its fixtures, merchandise and other personal property from whatever cause, including the negligence of Landlord, it being intended that if Tenant enters the premises prior to substantial completion thereof, it will do so at its own peril.

3.00 BASE RENT

Commencing on the Commencement Date, Tenant shall pay to Landlord monthly rent for the Premises in the amounts set forth on Exhibit C attached hereto and made a part hereof ("Base Rent"). Each monthly installment of Base Rent will be paid in advance on or before the first day of each calendar month of the Term without deduction or offset; provided, however, that if the Commencement Date shall not occur on the first day of a month, the foregoing monthly installments shall commence on the first day of the first full calendar month occurring after the Commencement Date, and Tenant shall pay to Landlord sum equal to one monthly installment of Base Rent payable during the first Lease Year prorated to reflect the number of days in said partial month.

4.00 ADDITIONAL RENT

4.01 Definitions. As used in this Lease, the following terms shall have the meaning set forth herein:

(a). "Operating Expenses" shall mean all wages, salaries and compensation of employees; consulting, accounting, legal, janitorial, maintenance, guard and other services; management fees; insurance (including rent loss insurance); utilities; snow removal; maintenance, repairs and replacements to or of the Center or any part thereof, reasonable reserves for Operating Expenses; and any other cost, charge and expense which under generally accepted accounting principles would be regarded as a maintenance or operating expense. Notwithstanding the foregoing, Operating Expenses shall exclude (1) depreciation on the Center; (2) costs of improvements made for other tenants of the Center; (3) finders' fees and real estate brokerage commissions; (4) mortgage principal and interest; (5) items treated as capital in nature according to generally accepted accounting principles; () each utility service

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furnished to another tenant's premises at the Center (as opposed to Common Area if Tenant is obligated hereunder to pay for the same service to the Center directly to the supplier thereof; (71) maintenance, repairs and replacements of the Center to the extent this Lease explicitly provides, if at all, that the same

are to be at the sole cost and expense of Landlord; (8) Real Estate Taxes (as hereinafter defined); and (9) each item of maintenance, repair and/or replacement furnished to another tenant's premises at the Center (as opposed to Common Area) to the extent this Lease explicitly provides, if at all, that such item would be at Tenant's sole cost and expense if such item were furnished to the Center (all of the foregoing exclusions are hereinafter collectively referred to as "Exclusions").

(b). "Real Estate Taxes" shall mean all real estate taxes, water and sewer rent or charges, assessments and other governmental charges or payments, ordinary and extraordinary, foreseen or unforeseen which shall be levied or assessed or which may or shall become liens upon the Center or any part thereof. In the event Landlord seeks to challenge the assessed valuation (for Real Estate Tax purposes) of the Center, the cost thereof including legal fees, appraisal fees and other similar fees shall be included in "Real Estate Taxes" within the meaning of this lease. If at any time during the Term the methods of taxation shall be altered so that in lieu of, or in addition to, or as a substitute for, in whole or in part, Real Estate Taxes, there shall be levied any additional or substitute tax, levy or charge, then Tenant shall pay the same and the same shall be deemed to be Real Estate Taxes for the purposes hereof. Subject to the foregoing, Real Estate Taxes shall not include income tax, tax on rents or rentals, capital gains, excess profits or revenue tax, excise tax or inheritance, franchise, capital levy, transfer, estate, succession or other similar tax or charge that may be payable or chargeable to Landlord under any present or future law of the United States or the State of New York or imposed by any political or taxing subdivision thereof.

c). "Tenant's Share" shall mean the percentage obtained by multiplying by One Hundred (100) the quotient obtained by dividing (x) the rented square footage of the Premises by the total rentable square footage of the Building. Landlord and Tenant hereby stipulate and agree the Premises contains 2,450 rentable square feet and that the Building contains 70,000 rentable square feet.

(d) "'Calendar Year" shall mean a consecutive 12 month period beginning January 1st.

4.02 Additional Rent Payments. Commencing on the Commencement Date and continuing monthly thereafter, Tenant shall pay to Landlord as Additional Rent one twelfth (1/12) of Tenant's Share of the estimated Operating Expenses and estimated Real Estate Taxes ("Estimated Expenses and Taxes") as set forth in Exhibit "C", attached hereto and made a part hereof. Each monthly installment of Tenant's Share of the Estimated Expenses and Taxes will be paid in advance on or before the first day of each calendar month of the Term, without deduction or offset; provided, however, that if the Commencement Date shall not occur on the first day of a month, the foregoing monthly installments shall commence on the first day of the first full calendar month occurring after the Commencement Date, and Tenant shall pay to landlord on the Commencement Date as rent for the partial month in which the Commencement Date shall occur, a sum equal to one monthly installment of Tenant's Share of the Estimated Expenses and Taxes prorated to reflect the number of days in said partial month. On or before the first of February of each Calendar Year occurring during the Term, Landlord shall furnish to Tenant a statement of actual Operating Expenses and a statement of actual Real Estate Taxes paid by Landlord for the preceding Calendar Year. If Tenant's share of the actual Operating Expenses and actual Real Estate Taxes paid during the precedIng Calendar Year exceed the Estimated Expenses and Taxes paid by Tenant for the same period, Tenant shall reimburse Landlord as Additional Rent, Tenant's Share of such excess within ten (10) days after Landlord shall give the aforesaid statement to Tenant. If Tenant's Share of the actual Operating Expenses and actual Real Estate Taxes paid during the preceding Calendar Year is below the Estimated Expenses and Taxes paid by Tenant for the same period, Landlord shall credit Tenant's future

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Rent payments due hereunder with the amount overpaid. Landlord shall furnish to Tenant upon request copies of bills and/or receipts for payment of Operating Expenses and/or Real Estate Taxes for such preceding Calendar Year. Tenant's and Landlord's payments for Operating Expenses and Real Estate Taxes partially attributed to a period outside of the Term shall be appropriately adjusted to reflect actual expenses during the Term. Tenant shall continue to pay such Estimated Expenses and Taxes monthly, without demand and without any offset or deduction, but the aforesaid Estimated Expenses and Taxes may be adjusted and revised by Landlord during the Term on the basis of projected actual Operating Expenses and projected actual Real Estate Taxes within Landlord's reasonable business judgment. Upon Landlord furnishing to Tenant a statement setting forth such revised Estimated Expenses and Taxes, Tenant shall pay to Landlord such revised Estimated Expenses and Taxes in equal monthly installments in advance, on the first day of each calendar month thereafter, until the next succeeding revision in such estimate.

Statements of Operating Expenses and statements of Real Estate Taxes paid or incurred by Landlord for a Calendar Year, and estimated statements of the same to be furnished by Landlord as provided herein, shall consist of data signed by Landlord. Subject to any adjustments with respect to estimated statements and/or the data contained in bills and/or receipts for payment of Operating Expenses and Real Estate Taxes to third parties furnished to Tenant, the statements thus furnished to Tenant shall constitute a final determination between Landlord and Tenant of Operating Expenses and Real Estate Taxes payable to Landlord for the Calendar Year represented thereby.

The Additional Rent payable by Tenant under this Section 4.00 and all other sums required to be paid by Tenant under this Lease (except Base Rent) are hereafter collectively referred to as "Additional Rent." The Base Rent and Additional Rent are hereafter collectively referred to as "Rent."

4.03 Sprinkler System. From and after the term Commencement Date, Tenant shall pay to Landlord, as Additional Rent, an annual charge of twenty-eight cents (.28) per square foot of The Premises, representing Tenant's contribution toward the cost of furnishing and maintaining a Sprinkler System in the Premises. Such annual charge shall be paid to Landlord in equal monthly installments.

4.04 Marketing Fund. From and after the Commencement Date, Tenant shall pay to Landlord as Additional Rent an annual charge of twenty-five (.25) per square foot of the Premises representing Tenant's contribution to a Marketing Fund. The Marketing Fund shall be administered by Landlord and used for advertising, customer services, promotions, public relations and such other expenditures as to the Landlord shall be deemed appropriate for the overall marketing of the Center. Such charge shall be paid in equal monthly installments.

4.05 Basement Rent. As additional rent Tenant will pay 5% of sales in excess of one million dollars in gross sales for receiving up to 1,900 square feet of basement storage space in the area below Tenants space. The rental for the storage space will be no more than $10,000 and will be paid within 30 days after year end sales are reported. No Operating Expenses or Real Estate Tax will be charged for the storage space.

5.00 REPAIRS

5.01 Landlord's Obligations. Landlord shall maintain and make all necessary repairs to, and replacements of, (i) the Common Area, including all light fixtures, landscaping, paved areas, curbs and sidewalks located thereon; (ii) all installations, equipment and systems providing electricity to light the Common Area; (iii) all installations, equipment and systems providing sewage, water, electricity, gas, heat, light and air conditioning to the Building to the extent the same are located in, on or under the

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Common Area or otherwise located outside the Premises; (iv) the roof, foundation, exterior walls and slab floor of the Building; and (v) all load-bearing, interior walls, columns and beams of the Premises. Except as otherwise provided in this Lease, all expenses incurred, paid or payable by Landlord under this Subsection 5.01 shall be deemed Operating Expenses.

5.02 Tenant's Obligations. Except for the obligations of Landlord set forth in Subsection 5.01, Tenant shall, at Tenant's sole cost and expense, maintain the Premises and make all necessary repairs and replacements thereto, ordinary as well as extraordinary, foreseen and unforeseen, including maintenance, repair and replacement of all (i) interior floor, ceiling and wall finish; (ii) all exterior windows and doors serving the Premises; and (iii) all installations and equipment providing sewer, water, electricity, gas, heat, light and air conditioning to the Premises.

5.03 Damage Causes by Tenant. Notwithstanding anything to the contrary contained herein, all damage or injury to the Center caused by or resulting from the acts or omissions of Tenant shall be repaired promptly by Landlord at Tenant's sole cost and expense. Such cost shall be considered Additional Rent and shall be reimbursed to Landlord within ten days (10) of Statement of such expenditures.

6.00 RELOCATION OF TENANT

Landlord shall have the right to relocate tenant within the Center upon sixty (60) days notice to Tenant at Landlord's cost and expense, which relocation shall in no way affect the obligation or duties of either party hereunder. In the event Tenant shall fail or refuse to accept the new location within 10 (10) days of such notice, Landlord at its option may terminate this Lease upon fifteen (15) days notice to Tenant. Landlord will provide similar storage space at similar rent if Tenant is relocated.

7.00 INSURANCE

7.01 Tenant's Insurance. At all times during the Term, Tenant will carry and maintain, at Tenant's sole cost and expense, the following insurance, in the amounts specified below or such other amounts as Landlord may from time to time reasonably request, with insurance companies and on forms satisfactory to Landlord:

(a) Fire insurance under all-risk form of policy covering all of Tenant's equipment, trade fixtures, business interruption, appliances, furniture, furnishings and personal property, from time to time in, on, or upon the Premises, in an amount not less than the full replacement cost without deduction for depreciation from time to time during the Term. All policy proceeds from such insurance will be used for the repair or replacement of the property damaged or destroyed.

(b) General commercial liability insurance against claims for bodily injury, death, or property damage occurring upon, in or about the Center with a single occurrence limit of not less than $1,000,000 and an aggregate limit of not less than $2,000,000.

(c) Workmen's compensation insurance insuring against and satisfying Tenant's obligations and liabilities, if any, under the workmen's compensation laws of the state in which the Premises are located.

(d) Rental value insurance in standard policy form in the amount of the Rent payable by tenant under this Lease (such insurance shall provide benefits for not less than one (1) year following any casualty).

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(e) Plate glass insurance for full replacement value of all of the plate glass in the Premises.

7.02 Forms of Policies. All policies of insurance which Tenant is obligated to maintain according to this lease (other than any policy of workmen's compensation insurance) will name Landlord and such other persons or entities as Landlord specifies from time to time as additional insured and such persons or entities as Landlord shall specify from time to time as loss payee (s). Original or copies of original policies (Together with copies of the endorsements naming Landlord and any others specified by Landlord as additional insureds) and evidence of the payment of all premiums for such policies will be delivered to Landlord on the Commencement Date and from time to time at least thirty (30) days prior to the expiration of the term of each such policy. All public liability and property damage liability policies maintained by Tenant will contain a provision that Landlord and any other insureds will be entitled to recover under such policies for any loss sustained by Landlord and the other additional insureds, its agents and employees as a result of the acts or omissions of Tenant. All such policies maintained by Tenant will provide that they may not be terminated or amended except after thirty (30) days' prior written notice to Landlord and such other persons and entities as Landlord shall designate from time to time. All policies maintained by Tenant will be written as primary policies, not contributing with, and not supplemental to, the coverage that Landlord may carry.

7.03. Waiver of Subrogation. Tenant/Landlord hereby waives any and all rights to recover against each other for any loss or damage arising from any cause covered by any insurance required to be carried pursuant to this Section 7.00 or any other insurance actually carried by such party. Tenant/Landlord will cause its insurer(s) to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Center or the contents of the Premises claiming by, under, or through to execute and deliver to Tenant/Landlord such a waiver of claims and to obtain such waiver of subrogation rights endorsements.

8.00 USE

The Premises will be used for the sale of Bikes and related Bike products, Fitness Equipment, Outdoor Camping Equipment (Canoes/Kayaks), Cross Country Skis, Cycling and Cross Country Ski ClothIng only, for uses incidental to such purposes and for no other purpose. Tenant will not do or permit to be done in or about the Property, nor bring to, keep or permit to be brought or kept in the Property, anything which is prohibited by, or will in any way conflict with, any law, statute, ordinance or governmental rule or regulation which is now in force or which may be enacted or promulgated after the Commencement Date; use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose; cause, maintain or permit any nuisance in, on, or about the Property; or commit or allow to be committed any waste in, on, or about the Property.

9.00 HAZARDOUS MATERIAL

9.01 General. Tenant shall not cause or permit any "Hazardous Material," as hereinafter defined to be brought upon, stored, produced, emitted, disposed of or used upon, about, or beneath the Premises or the Center by Tenant, its agents, employees, contractors, or invitees; provided however, that Tenant may handle, store, use or dispose of small quantities of products containing one or more Hazardous Material(s) as an incidental use in the ordinary course of maintaining or operating the Premises (such as cleaning agents, paint, and copy toner), so long as the quantity of such Hazardous Material(s) utilized does not exceed amounts reasonably required or such incidental use, and provided further that Tenant shall handle, store, use and dispose of any such hazardous Materials in a safe manner and in compliance with all applicable local, state, and federal environmental laws and regulations.

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9.02 Tenants Indemnification. Tenant, together with its successors and assigns, shall indemnify, defend and hold Landlord harmless from and against any and all "Environmental Damages", as hereinafter defined, which arise from (i) the presence upon, about, or beneath the Premises or the Center of any Hazardous Material or of any chemical substance requiring remediation under any federal, state or local statute, regulation, ordinance, or policy; or (ii) the breach of any of the provisions of this Lease. For the purpose of this Lease "Environmental Damages" shall mean (i) all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including without limitation, diminution in the value of the Premises or the Center, damages for the loss of or restriction on use of rentable or usable space of any amenity of the Premises or the Center and from impact on Landlord's marketing of space); (ii) all sums paid for settlement of claims, consultants' fees and experts' fees; and (iii) all costs incurred by Landlord in connection with investigation of any Hazardous Material upon, about, or beneath the Premises or the Center, the preparation of any feasibility studies or reports and the performance of any clean-up, remediation, removal or restoration work required by any federal, state or governmental agency or political subdivision necessary for Landlord to make full economic use of the Premises or the Center, or otherwise required under this Lease. Tenant's obligations under this Paragraph 9.02 shall survive the expiration of this Lease. (Tenant is obligated for only such Hazardous Material to which Tenant is the cause of such Hazardous Material, and is in no way responsible for any pre-existing conditions.)

9.03 Tenants Obligations to clean up. Notwithstanding any other obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all action required by any federal, state, or local governmental agency or political subdivision or necessary for Landlord to make full economic use of the Premises or the Center which requirements or necessity arise from the presence upon, about, or beneath the Premises or the Center of any Hazardous Materials. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or the Center, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant shall nevertheless obtain Landlord's approval prior to undertaking any activities required by this Paragraph 9.03, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the Premises or the Center. The obligations of Tenant pursuant to this Paragraph 9.03 shall not apply to situations where Hazardous Materials are released, brought upon, stored, produced emitted, disposed of or used upon, about or beneath the Premises or the Center at a time or times other than during the Term of this Lease except where such event occurs as a result of the acts or omissions of Tenant, its agent, employee, contractor or invitee of any permitted sublessee or assignee of Tenant. Tenant's obligations under this Paragraph 9.03 shall survive the expiration of this Lease. (Tenant is obligated for only such Hazardous Material to which Tenant is the cause of such Hazardous Material, and is in no way responsible for any pre-existing condition.)

9.04 Definitions. "Hazardous Material" means any material or substance: (i) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.) and amendments thereto and regulations promulgated thereunder: (ii) containing gasoline, oil, diesel fuel or other petroleum products, (iii) defined as a "hazardous waste" pursuant to the Federal Resource Conversation and Recovery Act (42 U.S.C. Section 6901 et seq.) and amendments thereto and regulations promulgated thereunder; (iv) containing polychlorinated biphenyls (PCB's); (v) Containing asbestos; (vi) radioactive; (vii) biological or (viii) the presence of which requires investigation or remediation under any federal, state, or local statute, regulation, ordinance, or policy or which is or becomes defined as a "hazardous waste" or "hazardous substance" under any federal, state, or local statute, regulation or ordinance and any toxic explosive, corrosive, or otherwise hazardous substance, material or waste which is or becomes regulated by any federal, state, or local governmental authority, or which causes a nuisance upon or waste to the Premises or the Center.

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10.00 REQUIREMENTS OF LAW; FIRE INSURANCE RISKS

10.01. General. Tenant, at Tenant's expense, will comply with all applicable governmental laws, orders and regulations, and with any direction of any public officer or officers, according to law, which will impose any violation, order or duty upon Landlord or Tenant with respect to the Premises, or their use or occupancy.

10.02 Certain Insurance Risks. Tenant will not do or permit to be done any act or thing upon the Property which would subject Landlord to any liability or responsibility for injury to any person or property by reason of any business or operation being carried on upon the Premises; provided, however, this Subsection 10.02 will not prevent Tenant's use of the Premises for the purposes stated in Section 8.00.

11.00 LANDLORD'S WORK AND TENANT'S WORK

The Premises shall be constructed substantially in accordance with the outline of Landlord's and Tenant's Work set forth in Exhibit D. It is understood and agreed by Tenant that any change by Landlord from any plans, which Landlord determines in its sole discretion is necessary or desirable during construction of the Center or the Premises and which does not have a direct, adverse effect on the Premises, shall not affect, change or invalidate this Lease. All work other than that to be performed by Landlord as provided in Exhibit D shall be completed by Tenant at Tenant's expense and shall hereinafter be referred to as "Tenant's Work". All signs used at the Premises shall be in accordance with the requirements for the installation, design, location and size as set forth in Sign Package (Exhibit E), as same may be revised by Landlord from time to time, said signs to be installed subject to

prior written approval in each instance by Landlord. Tenant agrees to submit to Landlord original contractors affidavits and final waivers of lien (subcontractors and material men who supplied labor and/or materials with respect to Tenant's work). Tenant's Work shall be performed in conformance with Tenant's current Store Design. Tenant's work, excepting only Tenant's trade fixtures, shall become, upon completion, the property of Landlord.

12.00 ASSIGNMENT AND SUBLETTING

Tenant expressly covenants that Tenant will not assign, mortgage or encumber this Lease, nor sublease, or permit the Premises or any part of the Premises to be use or occupied by others, without the prior written consent of Landlord in each instance (not to be unreasonably withheld by Landlord). The sale of fifty percent (50%) or more of the stock of Tenant, if Tenant is a corporation, shall constitute an assignment of this Lease for purposes of this Section. No assignment, sublease, occupancy or collection will be deemed (a) a waiver of the provisions of this Section 12.00; or (b) a release of Tenant from the performance by Tenant of covenants on the part of Tenant from the performance by Tenant of covenants on the part of Tenant contained in this Lease. The consent by Landlord to an assignment or sublease will not construed to relieve Tenant from obtaining landlord's prior written consent in writing to any further assignment or sublease. No permitted subtenant will assign or encumber its sublease or further sublease all or any portion of its subleased space, or otherwise permit the subleased space or any part of its subleased space to be used or occupied by others.

13.00 ALTERATIONS

Tenant shall not, without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion, make or suffer to be made any (i) structural alterations, additions or improvements on to or of the Premises or any part thereof; or (ii) alterations, additions or improvements to or of the systems providing heat, light, water and air conditioning to the Premises, including, without limitation, alterations, additions or improvements to pipes, wires, conduits, switches, vents, ducts, and

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ceiling lamps. Tenant may make such other non-structural alterations. additions, and improvements to the Premises as Tenant may desire. Subject to Tenant's rights in Section 15.00, all alterations, additions, fixtures and improvements made in or upon the Premises at Tenant's expense will become Landlord's property at the end of the Term and will remain on the Premises without compensation to Tenant. By notice given to Tenant prior to the expiration of this Lease, Landlord may require that Tenant remove any or all alterations, additions, fixtures and improvements made to the Premises by Tenant. In that event, Tenant will remove such alterations, additions, fixtures and improvements at Tenant's sole cost and will restore the Premises to the condition in which they were before such alterations, additions, fixtures and improvements were made, reasonable wear and tear excepted.

14.00 MECHANICS' LIENS

Tenant will timely pay or cause to be paid all costs and charges for work done by Tenant or caused to be done by Tenant in or to the Premises, and for all materials furnished for or in connection with such work. If any mechanics' or other lien or order for the payment of money shall be filed against the Property or any part thereof by reason of, or arising out of, any labor or materials furnished or alleged to have been furnished or to be furnished to or for Tenant at the Premises, or for any reason of any change, alteration or addition, or the cost or expense thereof, or any contract relating thereto, Tenant shall cause the same to be canceled and discharge of record, by bond or otherwise as allowed by law, at the expense of Tenant within five (5) days after Landlord's written demand therefor. Tenant will index Landlord against, and hold Landlord and the Property clear and harmless of and from, all mechanics' liens and claims of liens, and all other liabilities, liens, claims, and demands on account of such work by or on behalf of Tenant.

15.00 END OF TERM

At the end of the Term, Tenant will promptly quit and surrender the Premises broom-clean, in good order and repair, ordinary wear and tear excepted. If Tenant is not then in default, Tenant may remove from the Premises any trade fixtures, equipment, and moveable furniture placed in the Premises by Tenant, whether or not the same are fastened to the improvements thereon; provided Tenant will not remove any trade fixtures or equipment without Landlord's prior written consent if such fixtures or equipment are used in the operation of the Premises or removal of the same will result in impairing the structural strength of the improvements thereon. Whether or not Tenant is in default, Tenant will remove such alterations, additions, improvements, trade fixtures, equipment and furniture as Landlord has requested in accordance with Section 15.00. Tenant will repair any damage occasioned by the removal of any trade fixtures, equipment, furniture, alterations, additions, and improvements. All trade fixtures, equipment, furniture, inventory, effects, alterations, additions, and improvements not so removed will be deemed conclusively to have been abandoned and may he appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant or any other person and without obligation to account for them; and Tenant will reimburse to Landlord on demand for all expenses incurred in connection with such property, including, but not limited to, the cost of repairing any damage to the Premises caused by the removal of such property. Tenant's obligation to observe and perform this covenant will survive the expiration or other termination of this Lease.

16.00 EMINENT DOMAIN

16.01 Total Taking. If all of the Premises are taken by exercise of power of eminent domain (or conveyed by Landlord in lieu of such exercise), or such part thereof as shall substantially interfere with Tenant's use and enjoyment thereof, this Lease will terminate on a date ("Termination Date") which is the

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earlier of the date upon which the condemning authority takes possession of the premises or the date on which title to the Premises is vested in the condemning authority.

16.02 Partial Taking. Subject to the provisions of Section 16.01, in the event of a partial taking of the Center, Building or Common Area by exercise of the power of eminent domain (or conveyance in lieu of such exercise), then without regard to whether any portion of the Premises was so taken, (i) Landlord may elect to terminate this Lease upon notice to Tenant given by no later than the Termination Date if Landlord shall reasonably determine such taking is of a material nature such as to make it uneconomical to continue use of the unappropriated portion of the Center; and (ii) Tenant may terminate this Lease upon notice to Landlord given by no later than the Termination Date if Tenant shall reasonably determine such taking is a material detriment to Tenant's use of the Premises. If upon any taking of the nature described in this Subsection 16.02 this Lease continues in effect, then Landlord will promptly proceed to restore the area so taken to substantially their same condition prior to such partial taking, and the Base Rent shall be abated proportionately from and after the Termination Date on the basis of the rental value of the Premises after such taking and the rental value of the Premises before such taking.

16.03 Award. In the event of any taking of the nature described in this Section 16.00, the entire award shall be paid to Landlord and Tenant will have no right or claIm to any part of such award.

17.00 DAMAGE AND DESTRUCTION

17.01 General. If the Building is damaged by fire or other insured casualty, Landlord will give Tenant notice of the time needed to repair such damage, as determined by Landlord in its sole discretion, and the election (if any) which Landlord has made according to this Section 17.00. Such notice will be given before the thirtieth (30th) day ("Notice date") after the fire or other insured casualty.

17.02 Partial Destruction. If the Building is damaged by fire or other insured casualty to an extent which may be repaired within ninety (90) days after the commencement of repair, as determined by Landlord, Landlord will repair the damage within ninety (90) days after the Notice Date. In that event this Lease will continue in full force and effect except that Base Rent will be abated on a pro rata basis from the date of the fire or other insured casualty until the date of the completion of such repairs (the "Repair Period") based on the rentable square footage of the Premises, if any, of whose use Tenant is deprived during the Repair Period.

17.03 Total Destruction. If the building is damaged by fire or other insured casualty to an extent which may not be repaired within ninety (90) days after the commencement of repair, as determined by Landlord, then (i) Landlord may cancel this lease as of the date of such damage by notice given to Tenant on or before the Notice Date, or, if landlord shall not so cancel this Lease, (ii) Tenant may cancel this Lease as of the date of such damage by notice given to Landlord within ten (10) days after Landlord's delivery of a notice that the repairs cannot be made within such ninety (90) day period; provided, however, if the Premises have not been damaged Tenant shall have no right to so cancel this Lease unless Tenant shall reasonably determine such damage is a material detriment to Tenant's use of the Premises. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord will repair the Building and Base Rent will be abated on a pro rata basis during the Repair Period based on the rentable square footage of the Premises, if any, of whose use Tenant is deprived during the Repair Period.

17.04 Insurance Proceeds. Notwithstanding the foregoing, if the Building or any part thereof is damaged by any uninsured casualty, or if the amount of insurance proceeds available to Landlord to apply to such repairs are determined by Landlord to be insufficient to effect such repairs, Landlord will have the option to repair such damage or cancel this Lease as of the date of such casualty by notice to Tenant given on or before the Notice Date. If any such damage by fire or other casualty is the result of

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the willful conduct or negligence or failure to act of Tenant, or of tenant's agents, contractors, employees or invitees, there will be no abatement of Base Rent as otherwise provided for in this Section 17.00.

18.00 SUBORDINATION AND ATTORNMENT

18.01 General. This Lease, and Tenant's rights under this lease, are subject and subordinate to any ground or underlying lease, first mortgage, indenture, deed of trust or other lien encumbrance, together with any renewal, extension, modification, consolidation and replacement of such lien encumbrance, now or hereafter affecting, or placed, charged or enforced against the Center or any part thereof, or any interest of Landlord in them, or Landlord's interest in this lease and the leasehold estate created by this Lease (except to the extent any such instrument will expressly provide that this Lease is superior to such instrument). This provision will be self-operative and no further instrument of subordination will be required in order to effect said provision. Nevertheless, Tenant will execute, acknowledge and deliver to Landlord, at any time and from time to time, upon demand by Landlord, such documents as may be requested by Landlord, any ground or underlying lessor, or any mortgage, to confirm or effect such subordination. If Tenant fails to execute, acknowledge and deliver any such document within twenty (20) days after written demand, Landlord, and Landlord's successors and assigns, will be entitled to execute, acknowledge and deliver any and all such documents for and on behalf of Tenant as attorney-in-fact for Tenant. Tenant by this Subsection 18.01 constitutes and irrevocably appoints Landlord, and Landlord's successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge and deliver any and all documents described in this Subsection 18.01 for and on behalf of Tenant, as provided in this Subsection 18.01.

18.02 Attornment. Tenant agrees that in the event that any holder of any ground or underlying lease, mortgage, deed of trust or other encumbrance encumbering all or any part of the Property succeeds to Landlord's interest in the Premises, Tenant will pay to such holder all Rent subsequently payable under this Lease. Further, Tenant agrees that in the event of the enforcement by the trustee or the beneficiary under or holder or owner of any such mortgage, deed of trust, or land or ground lease of the remedies provided for by law or by such mortgage, deed of trust, or land or ground lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the tenant of, and attorn to, such successor in interest without change in the terms or provisions of this Lease. Such successor in interest will not be bound by (a) any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of Tenant's obligations under this Lease, or (b) any amendment or modification of this Lease made without the written consent of such trustee, beneficiary, holder or owner or such successor in interest. Upon request by such successor in interest, and without cost to Landlord or such successor in interest, Tenant will execute, acknowledge and deliver an instrument or instruments confirming the foregoing attornment. If Tenant fails or refuses to execute, acknowledge and deliver any such document within twenty (20) days after written demand, such successor in interest will be entitled to execute, acknowledge and deliver any and all such documents for and on behalf of Tenant as attorney-in-fact for Tenant. Tenant by this Subsection 18.02 constitutes and irrevocably appoints such successor in interest as tenant's attorney-in-fact to execute, acknowledge and deliver any all documents described in this Subsection 18.02 for and on behalf of tenant, as provided in this Subsection 18.02.

19.00 ENTRY BY LANDLORD

Landlord, and Landlord's agents, employees, and contractors, may enter the Premises at any time in response to an emergency, and at reasonable hours to (a) inspect the same, (b) exhibit the same to prospective purchasers, lenders or tenants, (c) determine whether Tenant is complying with all Tenant's

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obligations under this lease, or (d) supply any service to be provided by Landlord to Tenant according to this Lease; provided, however, all such work will be done as promptly as reasonably possible and so as to cause as little interference to tenant as reasonably possible.

20.00 INDEMNIFICATION, WAIVER AND RELEASE

Tenant will neither hold nor attempt to hold Landlord or Landlord's employees or agents liable for, and Tenant will indemnify and hold harmless Landlord and Landlord's employees and agents from and against, any and all suits, proceedings, demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments and expenses (including without limitation, attorneys' fees and disbursements) incurred in connection with, or arising from:

(a) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming under Tenant.

(b) any activity, work or thing, done, permitted or suffered by Tenant in or about the Center or any part thereof.

(c) any act, omission or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees or visitors of Tenant.

(d) any breach, violation or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees or visitors of Tenant, of any kind, covenant or provision of this lease or any law, ordinance or governmental requirement of any kind.

(e) any injury or damage to the person, property or business of Tenant or tenant's employees, agents, contractors, invitees, visitors or any other person entering upon the Center under the express or implied invitation of Tenant; except for any injury or damage to persons or property at the Center which is proximately caused by, or results proximately from, the negligence or deliberate act of Landlord or Landlord's employees.

If any action or proceeding is brought against Landlord or Landlord's employees by reason of any such claim for which Tenant has indemnified Landlord, Tenant, upon notice from Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord.

21.00 QUIET ENJOYMENT

Landlord covenants and agrees with Tenant that so long as Tenant pays the Rent and observes and performs all the terms, observed and performed, Tenant may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms and conditions of this Lease, and Tenant's possession will not be disturbed by anyone claiming by, through or under Landlord.

22.00 DEFAULT; REMEDIES

22.01 Events of Default. The following events are referred to collectively as "Events of Default," or individually as an "Event of Default":

(a) Tenant fails to pay the Rent when due, and such failure continues for five (5) days after notice from Landlord.

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(b) Tenant vacates or abandons the Premises.

(c) This Lease or the Premises or any part of the Premises are taken upon execution or by other process of law directed against Tenant, or are taken upon or subject to any attachment at the instance of any creditor or claimant against Tenant, and the attachment is not discharged or disposed of within fifteen (15) days after its levy.

(d) Tenant files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or admits the material allegations of any such petition by answer or otherwise, or is dissolved or makes an assignment for the benefit of creditors.

(e) Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of Tenant are instituted against Tenant, or a receiver or trustee is appointed for all or substantially all of the property of Tenant, and such proceeding is not dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment.

(f) Tenant fails to take physical possession of the Premises on the Commencement Date.

(g) Tenant fails to perform any other obligation which this Lease requires Tenant to perform, including compliance such Rules and Regulations which may from time to time be established pursuant to this lease, and such failure continues for a period of seven (7) days after notice from Landlord to Tenant; or if seven (7) days shall be an unreasonable short amount of time in which to cure such failure, Tenant falls to commence and proceed diligently to cure such failure within a reasonable time period.

22.02 Landlord's Remedies. If any one or more Events of Default set forth in Subsection 20.01 shall occur then Landlord may, at Landlord's election:

(a) terminate this Lease by giving Tenant notice of such termination, whereupon this Lease shall terminate on the earliest date permitted by law or on any later date specified in such notice in which case Tenant's right to possession of the Premises will cease and this Lease will be terminated as if the expiration of the Term fixed in such notice were the end of the Term, except for Tenant's liability for damages, which shall survive such termination.

(b) without further demand or notice, reenter and take possession of the Premises or any part of the Premises, repossess the same, expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, using such force for such purposes as may be necessary, without being liable for prosecution, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of Rent or as a result of any preceding breach of covenants or conditions.

(c) accelerate all Rent required to be paid by Tenant under the terms of this Lease during the balance of the Terms and declare the same to be immediately due and payable by giving Tenant notice of such acceleration and declaration provided the foregoing remedy shall be available to Landlord only in the event of a material Event of Default by Tenant.

(d) without further demand or notice, cure any Event of Default and charge and collect from Tenant the cost of effecting such cure, including, without limitation, attorneys' fees, disbursements and interest on the amount so advanced at the highest annual rate permitted by law provided that Landlord will have no obligation to cure any such Event of Default of Tenant.

Should Landlord elect to reenter as provided in clause (b), or should Landlord take possession pursuant to legal proceedings or pursuant to an notice provide by law, Landlord may, from time to time,

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without terminating this Lease, relet the Premises or any part of the Premises in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such conditions and upon such other terms (which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in Landlord's sole discretion, may determine, and Landlord may and receive the rent. Landlord will in no way be responsible or liable for any failure to relet the Premises or any part of the Premises, or for any failure to collect any rent due upon such reletting. No such reentry or taking possession of the Premises by Landlord will be construed as an election on Landlord's part to terminate this Lease unless a notice of such intention is given to Tenant. No such reentry or repossession of the Premises shall relieve Tenant of its liability and obligations under this Lease, all of which shall survive such reentry or repossession. Landlord reserves the right following an such reentry or reletting to exercise Landlord's right to terminate this Lease by giving Tenant such notice, in which event this Lease will terminate as specified in such notice.

22.03 Damages Upon Reentry Without Termination. If Landlord does not elect to terminate this Lease as permitted in clause (a) of Subsection 20.02, but elects to take possession as provided in clause (b) of Subsection 20.02, Tenant will pay to Landlord: (a) Rent as provided in this Lease, which would be payable under this Lease if such repossession had not occurred, less (b) the net proceeds, if any, of any reletting of the Premises after deducting all Landlord's reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, attorneys' fee, expenses of employees, alteration and repair costs and expenses for such reletting. If, in connection with any reletting, the new lease term extends beyond the existing Terms, or the premises covered by such new lease include other premises not part of the Premises, a fair apportionment of the rent received from such reletting and the expenses incurred in connection with such reletting as provided in this Section will be made in determining the net proceeds from such reletting, and any rent concessions will be equally apportioned over the term of the new lease. Tenant will pay such rent and other sums to Landlord monthly (or on such other day(s) on which the Rent would have been payable under this Lease if possession had not been retaken), and Landlord will be entitled to receive such Rent from Tenant on each such day.

22.04 Damages Upon Termination. If this Lease is terminated on account of the occurrence of an Event of Default pursuant to the provisions of clause (a) of Subsection 20.02, Landlord will be entitled to recover from Tenant as damages, in addition to other cost, damages, charges or obligations under this Lease, the worth at the time of termination of the amount of Rent reserved in this Lease for the balance of the Term (the Additional Rent component of which shall be calculated on the then current amount of Additional Rent in excess of the reasonable rental value of the Premises at the time of termination for the balance of the Term, plus all costs and expenses of Landlord caused by Tenant's Event of Default, including, without limitation, the expenses enumerated in Subsection 20.03.

22.05 Cumulative Remedies. Any suit or suits for the recovery of the amounts and damages set forth in Subsections 20.03 and 20.04 may be brought by Landlord, from time to time, at Landlord's election, and nothing in this Lease will be deemed to require Landlord to await the date upon which this Lease or the Term would have expired had there occurred no Event of Default. Each right and remedy provided for in this Lease is cumulative and is in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise will not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. All costs incurred by Landlord in collecting any amounts and damages owed by Tenant pursuant to the provisions of this Lease or to enforce any provision of this Lease, including reasonable attorney's fees from the date any such matter is

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turned over to an attorney whether or not one or more actions are commenced by Landlord, will also be recoverable by Landlord from Tenant.

23.00 TENANT'S SECURITY

23.01 Deposit. Tenant has deposited with Landlord the sum of Three Thousand Sixty Two Dollars and 50/100 ($3,062.50) Dollars ("Security Deposit") as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease, including, but not limited to, payment of Rent. Landlord may, at Landlord's option use, apply or retain the whole or any part of the Security Deposit so deposited to the extent required for the payment of any Rent as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other reentry by Landlord. If Tenant shall fully and fairy comply with all of the terms, provision, covenants and conditions of this Lease, the Security Deposit shall be returned to Tenant thirty (30) days after the termination of this Lease (provided such termination is not the result of a default by Tenant) and after payment of all sums due to Landlord. In the event of a sale of the Premises, Landlord shall have the right to transfer the Security Deposit to the vendee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord.

23.02 Security Interest. Tenant hereby grants to Landlord a security interest in all of its fixtures and inventory from time to time located on the premises, as security for the payment of rent and the performance of Tenant's other obligations under this Lease to the extent of the reasonable value of such fixtures and inventory; and Tenant shall on request furnish to Landlord an itemized list of such fixtures and inventory (with serial numbers), and shall execute upon request a standard financing statement and any further documents evidencing this assignment which may, in the reasonable judgment of Landlord, be required under law to perfect the security interest of Landlord and shall pay to Landlord all costs and taxes for recording such financing statement. Upon any default by Tenant under this Lease, Landlord may foreclose on the security interest created by this subsection. Upon any such foreclosure, if Landlord elects to conduct a private sale of the collateral, then Landlord shall be entitled to purchase the Tenant's interest in the collateralized fixtures and inventory for an amount equal to the original cost of such fixtures and inventory, less accumulated depreciation thereon from the date of installation (computed by the double declining balance method of depreciation over a life based upon applicable IRS Guidelines), and less any principal balance and interest due by Tenant to the holder of any prior lien upon such fixtures and inventory. It is understood that Landlord with a personal guaranty provided by the Tenant will have second position behind tenant's lender as security interest in fixtures and inventory.

24.00 MISCELLANEOUS

24.01. No Waiver. The waiver by Landlord of any agreement, condition or provision contained in this Lease will not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision contained in this Lease, not will any custom or practice which may evolve between the parties in the administration of the terms of this Lease be construed to waive or to lessen the right of Landlord to insist upon the performance by Tenant in strict accordance with the terms of this Lease. The subsequent acceptance of Rent by Landlord will not be deemed to be waiver of any preceding breach by Tenant of any agreement, condition or provision of this Lease, other than the failure

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of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such Rent.

24.02 Estoppel Certificates. At any time and from time to time but within ten (10) days after written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord, a certificate certifying (a) that this Lease is unmodified and in full force and effect or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each notification, (b) the date, if any, to which Rent and other sums payable under this Lease have been paid, (c) the Landlord is not in default of any of Landlord's obligations under this Lease except defaults specified in the certificate, and (d) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any prospective purchaser or existing or prospective mortgagee or beneficiary under any mortgage of the Premises.

24.03 Holding Over. Tenant will have no right to remain in possession of all or any part of the Premises after the expiration of the Term. If Tenant remains in possession of all or any part of the Premises after the expiration of the Terms, with the express or implied consent of Landlord, (a) such tenancy will be deemed to be a periodic tenant from month-to-month only; (b) such tenancy will not constitute a renewal or extension of the Lease for any further term; and (c) such tenancy may be terminated by Landlord upon the earlier of (i) thirty (30) days prior written notice or (ii) the earliest date permitted by law. In such event, Base Rent will be increased to an amount equal to one hundred fifty percent (150%) of the Base Rent payable during the last month of the Term. Such month-to-month tenancy will be subject to every other term, condition, and covenant contained in this Lease.

24.04 Notices. Any notice, request, demand, consent, approval or other communication required or permitted under this Lease must be in writing and will be deemed to have been given when personally delivered or deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified mail addressed to the party for whom it is intended as follows:

If to Landlord:

Williamsville, NY 14221

with a copy to:

Buffalo, NY 14203

_________________

with a copy to: _________________

_________________

_________________

Either party may add additional addresses or change such party's address for purposes of receipt of any such communication by giving ten (10) days prior written notice of such change to the other party in the manner prescribed in this Subsection 24.04.

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24.05 Written Amendment Required. No amendment, alteration, modification of, or addition to, this Lease will be valid or binding unless expressed in writing and signed by Landlord and Tenant.

24.06. Entire Agreement. The Lease, including the Exhibits, if any attached hereto, contains the entire agreement between Landlord and Tenant and may be amended only by subsequent written agreement.

24.07 Brokers. Landlord and Tenant respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to the Premises except (None) whose fees and commissions shall be paid by (None). Each party hereto agrees to indemnify, defend and hold the other party harmless from and against all other claims for brokerage commissions' and finder's fees arising from or attributable to the acts or omissions of the indemnifying party or any party or entity acting or purportedly acting on behalf of the indemnifying party.

24.08 Governing Law. This Lease will be governed by and construed pursuant to the laws of the State of New York.

24.09 Force Majeure. Landlord will have no liability to Tenant, nor will Tenant have any right to terminate this Lease, abate Rent or assert a claim or partial or total actual or constructive eviction, because of Landlord's failure to perform any of Landlord's obligations in the Lease if the failure is due to reasons beyond Landlord's reasonable control, including, without limitation, strikes or other labor diffIculties; inability to obtain necessary governmental permits and approvals (including building permits or certificates of occupancy); unavailability or scarcity of materials; war; riot; civil insurrections; accidents; acts of God; and governmental preemption in connection with a national emergency.

24.10 Late Payments. Any payment of Rent that is not received by Landlord within five (5) days after it is due will be subject to a late charge of One Hundred and 00/100 ($100.00) Dollars which shall defer the administrative costs of such processing. In the event that any check/bank draft or other such instrument given to Landlord for any payment under this lease shall be dishonored for any such reason whatsoever, Landlord shall charge Tenant an administrative charge of $100.00 and in addition Tenant shall reimburse Landlord any cost for any payment being dishonored.

24.11 Limitation on Recourse. Tenant specifically agrees to look solely to Landlord's interest in the Property for the recovery of all judgments from Landlord. Landlord (and Landlord's shareholders, venturers, and partners, if any, and their shareholders, venturers, and partners, if any, and all of their officers, directors and employees, if any) will not be personally liable for any such judgments.

24.12 Signage. All signs that Tenant may desire to affix to the windows or glass door(s), if any, of the Premises shall be subject to Landlord's prior written consent, which consent may be withheld in Landlord's sole and absolute discretion. Signage is to be is to be consistent to that which Landlord has designed In Exhibit E.

24.13 Transfer by Landlord. In the event of a transfer of fee simple title to the Premises, Landlord shall be deemed released and relieved of all liability and obligations accruing under this Lease from and after the date of such transfer.

24.14 Rules and Regulations. Tenant and Tenant's employees, agents, licensees and visitors will at all times observe faithfully, and comply strictly with, such reasonable rules and regulations as Landlord may from time to time adopt for the use, safety, cleanliness and care of the Center. The current rules and regulations are attached in Exhibit D.

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Notice of new rules will he given to Tenant, Landlord may not enforce these rules with other Tenants. Landlord is not liable to Tenant if another Tenant violates these rules. Tenant receives no rights under these rules. Failure to observe the rules is a default under this lease.

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

Landlord and Tenant have executed this Lease as of the day and year first above written.

LANDLORD: TENANT:

_____________________ ______________________

By: _________________ By: __________________

Its: ________________ Its: ________________

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(Acknowledgment of LANDLORD)

Notary Public

State Of New York)

) SS.

County of Erie )

On this day of ..... of ........... 19.... before me came ...................... to me personally known, who being by me duly sworn, did depose and say that he/she resides in .................. that he/she is a Partner/Authorized Agent of WALKER CENTER L.P., that he is known to me to be one of the Partners/Authorized Agent of such Partnership that executed the within Lease as Landlord and acknowledged to me that he/she executed the same on behalf of and in the name of such Partnership.

.........................................

(Notary Public)

(Acknowledgment of TENANT)

Notary Public

State of .............)

) SS.

County of ............)

On this day of ..... of ......... 19... before me personally came .................. to me personally known, who, being by me duly sworn, did depose and say that he/she resided at

.........................................., and who acknowledged

that he/she executed the within Lease as Tenant.

.......................................

(Notary Public)

Notary Public

State of ............)

) SS.

County of ............)

On this day of .... of ......... 19 .... before me personally came ..................... to me personally known, who, being by me duly sworn, did depose and say that he/she resides at ................. in the ..................... of ................., County of ............ and State of ...........; that he/she is the ............ of ...................... the corporation described in and who executed the above instrument; that he knows the seal of said corporation and that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

......................................

(Notary Public)

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