Lease Agreement to Premises located at 200 Crossings Boulevard, Warwick, Rhode Island

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to and with the benefit of the terms, covenants, conditions and provisions of this Lease, Suite 250 of the Building containing 5,209.25 square feet of rentable space and 4,685 square feet of usable space(based upon a common area factor of 11.19%) as more particularly identified on Exhibit A, Part I and II together with the right to use certain improvements owned by Landlord, situated within the Complex as shown on Exhibit A (Part 2) and labeled “The Premises” together further with the appurtenances specifically granted in this Lease, but reserving and excepting to Landlord the underground use of the Premises located under the building the right to install, maintain, use, repair and replace pipes, ducts, conduits, wires and appurtenant underground utilities below the floor slab or above the ceiling grid of the Premises in locations which will not materially interfere with Tenant's use thereof or access thereto and serving other parts of the Complex (the “Premises”).  The term "Complex" wherever used herein, shall be deemed to mean the entire area shown on Exhibit A (Part 1) and all contiguous land hereafter leased or acquired by Landlord and added to the Complex, and the entire development on said area including any and all structures, parking facilities and common facilities now or hereafter built thereon, or as they may, from time to time, be reduced by eminent domain takings or dedications to public authorities or disposition or demolition by Landlord of any part thereof.

3.3           Punchlist.                      Within ten (10) days after Delivery of Possession, Tenant  and Landlord shall conduct a walk-through inspection of the Premises with Landlord’s Contractor and generate a written punch-list specifying those decoration and other punch-list items which require repair and/or completion, which items Landlord shall thereafter diligently complete within thirty (30) business days of Landlord’s receipt of the punch-list or as soon thereafter as commercially feasible.  Landlord shall also remedy latent defects of which Tenant gives notice to Landlord with reasonable promptness.

6.2 Use of Common Area.  During the Term, Tenant and its concessionaires, officers, employees, agents, customers and invitees shall have the right, in common with Landlord and all others to whom Landlord may from time to time grant rights, to use the Common Areas for their intended purposes subject to such reasonable rules and regulations as Landlord may from time to time reasonably impose, including the designation of specific areas in which cars owned by Tenant, its concessionaires, officers, employees, customers and agents must be parked.  Tenant agrees after notice thereof to abide by such reasonable rules and Tenant shall not solicit business in the parking or other Common Areas; nor shall Tenant distribute any handbills or other advertising matter in automobiles parked in the parking area or in other Common Areas.

6.3 Common Area Maintenance Costs.  During the Term, Landlord shall be responsible to annually pay Common Area Maintenance Expenses in an amount not to exceed the Common Area Maintenance Expenses payable as of the Base Year, which for purposes of this section shall be the year 2011.  Commencing in the first year following the Base Year, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of any and all increases in current year Common Area Maintenance Expenses over the Common Area Maintenance Expenses for the Base Year.  The term “Common Area Maintenance Expenses” shall mean the total cost and expense incurred in operating and maintaining the Building and the Common Areas in and adjoining the Building for use by Tenant and the other tenants of the Building and Complex and the concessionaires, officers, employees, agents, customers and invitees of Tenant.  Common Area Maintenance Expenses shall specifically include, without limitation, all the maintenance, repair and operating duties required of Landlord in Section 6.1, including gardening and landscaping; the cost of public liability and property damage insurance; repairs; the cost of fire and extended coverage insurance on the Building; rental or business interruption insurance; pumping, cleaning, repairing, and rebuilding of all drainage systems and leaching fields; sanitary control; removal of snow, trash, rubbish and other refuse; the costs of security, seal coating, line painting, and heating and cooling of internal Common Areas; all water and sewer charges for the Building whether consumed in any tenant space or the Common Areas; lighting of the parking areas; and lighting of the Building.  The Additional Rent to be paid shall be paid as part of Rent, on a monthly basis, and at the times and in the fashion herein provided for the payment of Annual Fixed Rent.  In addition to the foregoing, Common Area Maintenance Expenses will include janitorial services for the Premises, which Landlord shall cause to be provided in accordance with Exhibit G.  Notwithstanding the foregoing, all annual Common Area Maintenance Expenses shall not increase by more than three (4%) percent per year on a non-cumulative, non-compounded basis, excluding snow removal, utilities and insurance.  In addition, Common Area Maintenance Expenses shall not include (a) repairs and general maintenance paid from proceeds of insurance or by a tenant or other third parties, (b) alterations attributable to tenants in, or other occupants of the Complex or vacant rentable space in the Complex, (c) the cost of capital improvements, replacements or expenses, and such other costs that, under generally accepted accounting principals (“GAAP”), consistently applied would be considered capital or are otherwise outside normal costs and expenses in connection with the operation, cleaning, management, security, maintenance and repair of similar buildings, (d) depreciation, (e) principal or interest payments or ground lease payments relating to the Complex, (f)  lease commissions or marketing costs, (g) costs, repairs or other work occasioned by fire, windstorm or other casualty or condemnation, (h) rental concessions granted to tenants or costs associated with the negotiation, execution or enforcement of this Lease or leases with other tenants, (i) costs incurred in connection with the sale, financing, refinancing or mortgaging of all or any portion of the Complex, (i) any penalties or liquidated damages Landlord pays under this Lease or to any other tenants or occupants of the Complex, (l) costs associated with correcting any violation of law, or to comply with laws enacted after the Execution of the Lease, (l) political or charitable contributions, (m) reserves of any kind, including, without limitation, replacement reserves and reserves for bad debts or lost rent or any similar charge not involving the payment of money to third parties; (n) wages or salaries of employees over the rank of building superintendent; (o) expenses resulting from any violation by Landlord of the terms of any lease of space in the Building or Complex or of any ground or underlying lease or mortgage to which this Lease is subordinate; (p) costs of compliance with the Americans with Disabilities Act, as from time to time amended, and the rules and regulations thereunder; and (q) any cost and expense incurred by or on behalf of Landlord in removing and disposing or causing to be removed or disposed hazardous or toxic substances or materials, or any cooling or chiller system and the chemicals used in such system from any part of the Building.

7.l  Utilities and Charges Therefore. Tenant agrees to pay directly to the authority charged with the collection thereof, all charges for directly metered gas, electricity and telephone utilities used or consumed in the Premises.  Landlord shall be responsible for payment of all charges for water and sewer utilities to the Building (which are included in the Common Area Maintenance Expenses).

It is currently anticipated that all gas & electricity utilities are not separately metered but are sub-metered. Tenant shall pay to Landlord as Additional Rent, on demand, Tenant's direct sub-metered share of such charges for such utilities and/or services at the rate charged by the respective utility company plus the fee charged by the company selected to read such meters and provide the billing with respect to the foregoing.

All of the electricity to operate the lights and plugs within the Premises shall be connected to a submeter which measures the electrical consumption (“Tenant;’s Submeter”).  The current HVAC system includes a VAV System within the Premises.  The VAV system within the Premises shall be connected to Tenant’s Submeter.

In addition,  the HVAC system on the rooftop of the Building serves not only the Premises but also serves also the common areas on the second (2nd)  floor of the Building (the “Rooftop HVAC Unit”).  All of the gas and electricity consumed by the Rooftop HVAC Unit  shall be separately submetered. Tenant shall pay to Landlord as Additional Rent, on demand, Tenant's Proportionate share of the submetered gas and electricity charges therefore.  Tenant’s proportionate share shall be based upon the usable square footage of the Premises versus the total square footage of the second (2nd) floor.

“With respect to all of the charges for which Tenant is responsible for under this section of the Lease, Tenant agrees to make its payment to Landlord no later than ten (10) days after receiving a billing with respect thereto from Landlord.  Any failure by Tenant to pay the Additional Rent and/or charges under this section of the lease shall constitute a default by Tenant of its obligations under this Lease.”

Landlord shall be under no obligation to furnish any utilities to the Premises and shall not be liable for any interruption or failure in the supply of any such utilities to the Premises, nor shall any interruption or failure entitle Tenant to an abatement of Rent.

7.4           Interruption of Services or Repairs. Anything in this Lease to the contrary notwithstanding, if the stoppage of services or a required repair, which Landlord is obligated to provide for Tenant, causes any portion of the Premises to become unusable by Tenant for more than twenty (20) consecutive days, then and in that event Tenant, as its sole remedy, shall be entitled to a pro-rata abatement of Fixed Rent as to such unusable portion of the Premises, commencing with the 2nd day that the same are unusable.

           9.l Landlord to Repair or Rebuild.  In case the Premises or any part thereof shall be damaged or destroyed by fire or other casualty, or ordered to be demolished by the action of any public authority in consequence of a fire or other casualty, this Lease shall, unless it is terminated as provided below and in Section 9.2 or Section 9.3, remain in full force and effect and Landlord shall, at the earlier of one hundred eighty days (180) days after the date of the casualty or promptly after the receipt of the insurance proceeds for such damage or as soon as practicable, in the event that insurance proceeds shall not be available, proceed with the restoration of the Premises in substantially the condition in which the same existed prior to the damage with such changes as Landlord may desire to make, except for Tenant's stock and trade fixtures, furniture, furnishings, removable floor coverings, equipment, signs and other property, and Tenant shall promptly proceed with the restoration or replacement of Tenant's stock and trade, trade fixtures, furniture, furnishings, removable floor coverings, equipment, signs and all other property of Tenant and decorations in or around the Premises.  Notwithstanding the foregoing, in the event such repair is not completed within two hundred ten (210) days following the date of the casualty subject to force majeure considerations, Tenant shall have the right to terminate this Lease by written notice to Landlord at any time prior to Landlord’s completion of such repairs, in which event, Tenant shall have a reasonable period of time thereafter to move out of the Premises. Within forty-five (45) days of a fire or other casualty, Landlord shall notify Tenant whether or not Landlord intends to restore the Premises within the said two hundred ten (210) day period following said fire or other casualty.

12.24  Crossings Park Land Condominium.  Tenant hereby acknowledges that the Premises and the Building of which it is located is constructed on a land condominium and is therefore subject to the encumbrances, restrictions, bylaws and rules and regulations of the Crossing Park Land Condominium.  The Tenant acknowledges that it has received a copy, read and understands the so-called “condominium documents” that affect the Premises.

12.25           Relationship Disclosure. Landlord represents and warrants that to its best knowledge, if Landlord is an individual, he/she is not, and, if Landlord is an entity other than an individual, no trustee, shareholder, general partner, member, officer, director or employee of Landlord is, an officer, director or employee of Tenant or its affiliates nor a “Family Member” of such officer, director or employee. “Family Member” shall include the son, daughter, stepson, stepdaughter, father, mother, stepfather, stepmother, sibling or spouse of such officer, director or employee.

12.28  Expansion Options.  Provided Tenant opens for business in the Premises and is not in default of this Lease, Landlord will continually consult with Tenant on all of Landlord’s leasing activities and shall afford tenant continuous expansion opportunities during the Lease Term.  Landlord, on notice from Tenant will make available an architect/space planner and will prepare test fits and will deliver any expansion space on the same terms as contained herein, provided that the term must be adjusted to reflect a new five (5) year term.