CONTRACT OF SALE between 1290 MOTOR PARKWAY LLC Seller and VICON INDUSTRIES, INC. Purchaser Property: 131 Heartland Blvd. Brentwood (Town of Islip), New York 11717 Tax Map No. 0500-134.00-05.00-0001.000 County of Suffolk, State of New York TABLE OF CONTENTS

THIS AGREEMENT (this “Agreement”) made as of April 29, 2013 between 1290 MOTOR PARKWAY LLC, a New York limited liability company with offices at 131 Heartland Boulevard, Brentwood, New York 11717 (“Seller”), and VICON INDUSTRIES, INC., a New York corporation, having an office at 89 Arkay Drive, Hauppauge, New York 11788 (“Purchaser”) (Seller and Purchaser are collectively referred to as the “Parties”).

WHEREAS, Seller is the owner in fee of that certain land situate, lying and being in the Town of Islip, County of Suffolk, State of New York, and described in Exhibit A attached hereto, which land is commonly known by the street address 131 Heartland Blvd., Brentwood (Town of Islip), New York and identified as District 0500 Section 134.00 Block 05.00 Lot 001.000 on the Tax Map of the County of Suffolk (the “Land”), together with the improvements located thereon (such improvements, as the same may be replaced, altered or otherwise modified from time to time, are herein called the "Improvements"), all personal property used in the maintenance and operation of the Land and Improvements (the “Included Personal Property”), and all easements, rights of way, air rights, subsurface rights, strips, gores, sewer rights, water, water courses, water rights and powers, licenses, privileges, hereditaments and appurtenances that are part of or inure to the benefit of the Land and the Improvements and any guarantees, licenses, approvals, certificates, permits and warranties relating to the Land and Improvements or the personal property being conveyed hereunder, to the extent assignable, if any (the “Intangibles”) (the Land, the Improvements, the Included Personal Property and the Intangibles are herein collectively called the "Property");

WHEREAS, Seller desires to sell the Property to Purchaser, and Purchaser desires to purchase the Property from Seller, subject to the terms and conditions set forth herein; and

WHEREAS, Suffolk Federal Credit Union (“Lender”), which holds two mortgages on the Land and Improvements (collectively, the “Mortgage”), has instituted a foreclosure action against the Land and Improvements (the “Foreclosure Action”) and has been awarded summary judgment in the Foreclosure Action by the Supreme Court of Suffolk County (the “Foreclosure Judgment”) with respect to the Land and Improvements, but is expected to deliver at the Closing, among other things, a cancellation of the Lis Pendens filed in connection therewith (the “Lis Pendens”), a satisfaction or vacatur of such Foreclosure Judgment and any other documentation required to terminate the Foreclosure Action with prejudice;

NOW, THEREFORE, intending to be legally bound, Seller and Purchaser hereby agree as follows:

Section .Seller shall sell and convey to Purchaser, and Purchaser shall purchase from Seller the Property, subject to the terms, covenants, and conditions hereinafter set forth.

Section .The sale and purchase contemplated hereby (and, accordingly, the term "Property") shall not include (a) Seller's trade fixtures or (b) any of Seller's personal property other than the Included Personal Property ("Seller's Personal Property"), all of which shall be removed by Seller prior to the Closing. Seller shall repair any damage cause by the removal of such trade fixtures and/or Seller's Personal Property.

Section .The purchase price for the Property shall be $3,300,000.00 (the “Purchase Price”), payable by Purchaser as follows:

(a) $165,000.00 as a downpayment (the “Downpayment”), paid simultaneously herewith by good bank check, subject to collection, payable to the order of “Nicholas Vincent Campasano, Esq. as Escrow Agent (“Escrow Agent”); and

(b)The balance of the Purchase Price (the “Balance”), in the amount of $3,135,000.00, shall be paid as follows on the Closing Date (hereinafter defined):

(c)It is understood and agreed by the parties that the total Purchase Price, as adjusted to reflect apportionments, will be paid to Lender, less the $50,000.00 to be paid to Seller; subject, however, to the terms and conditions of this Agreement, including the establishment and disbursement of the Vacate Escrow from the $50,000.00 payable to Seller and the Environmental Escrow from the Balance of the Purchase Price, as adjusted, payable to Lender. Seller irrevocably authorizes and directs that such payment be made to Lender. If Seller fully complies with its obligations under this Agreement and Seller's Lease (if applicable), $50,000.00 of the Purchase Price shall be paid to Seller, subject to the terms and conditions of this Agreement.

Section .The closing of title (the “Closing”) shall take place on or about the Scheduled Closing Date (as hereinafter defined) at the offices of Suffolk Federal Credit Union or its counsel in Suffolk County, New York. The date on which the Closing actually occurs is the “Closing Date.”

Section .The "Scheduled Closing Date" shall mean April 29, 2013 at 11 am. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO SELLER'S OBLIGATION TO CLOSE ON THE SCHEDULED CLOSING DATE.

ARTICLE 4.Conditions to Closing.

Section .During the period (the “Due Diligence Period”) commencing on the date of this Agreement and ending on the Closing Date, but in no event ending later than 5:00 P.M. Eastern Standard Time on the 45th day following the date of execution and delivery of this Agreement by both Parties, Purchaser shall have the right to have the Property inspected during reasonable hours, after reasonable notice to Seller. Purchaser has already obtained a Phase I and Phase II environmental assessment (the “Environmental Reports”) with respect to the presence or absence of Hazardous Substances (hereinafter defined) at or about the Property, and already performed a physical and mechanical inspection of the Property. Purchaser may conduct additional environmental and mechanical inspections during the Due Diligence Period.

Section .If any aspect of the Property is unsatisfactory to Purchaser, Purchaser may elect to cancel this Agreement, by written notice (the “Termination Notice”) to Seller delivered on or before the last day of the

Due Diligence Period. If Purchaser so elects to terminate this Agreement, then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination of this Agreement.

Section .During the Due Diligence Period, Seller agrees to cooperate in all reasonable respects with Purchaser.

Section .Purchaser hereby indemnifies and agrees to defend and hold Seller harmless from all losses, costs (including, without limitation, reasonable attorneys' fees), claims and damages caused by the negligence of Purchaser, its agents, consultants or representatives in the conduct of such inspections.

Section .TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER'S ACTIONS PURSUANT TO THIS ARTICLE 4.

Section .The Property is sold and shall be conveyed, and Purchaser shall accept title to the Property, subject to the matters described on Exhibit B (collectively, the “Permitted Exceptions”).

Section .At the Closing, Seller shall deliver, and Purchaser shall accept, such title to the Property as First American Title Insurance Company (the “Title Company”) shall be willing to insure subject only to the Permitted Exceptions.

Section .Within fifteen (15) days after the date of this Agreement (if not already obtained), Purchaser shall at Purchaser's expense make application to cause title to the Property to be searched and examined by the Title Company, and shall instruct the Title Company to deliver directly to each of Purchaser and Seller copies of the title report, tax and departmental searches, a survey (if ordered) and/or survey reading (the “Title Report”), and any updates or continuations thereof and supplements thereto ordered by Purchaser or otherwise issued by the Title Company (each, a "Title Update").

Section .Purchaser's attorney has already delivered to Seller's attorney written advice (an “Objection Notice”) specifying the items in the Title Report, other than any Permitted Exceptions, to which Purchaser objects (any such specified item being herein called an “Objection”); and upon receipt of any Title Update, Seller shall promptly advise Purchaser of any additional Objections raised by such Title Update.

Section .Seller shall have the following rights and obligations with respect to discharging, or attempting to discharge, any Objections:

(a)Seller shall cooperate to release the Property from the lien of the Mortgage or to cause the discharge of the Mortgage but is under no obligation to cause such release and/or discharge if Lender will not (i) accept the Purchase Price (as adjusted to reflect the apportionments and other adjustments to the Purchase Price provided in this Agreement), less $50,000, in payment of the Mortgage and (ii) pay the real property transfer taxes and brokerage commission payable to Newmark (hereinafter defined) that are payable in connection with this transaction.

(b)Except as set forth in Section 6.04(a) hereof, Seller shall have the right, but not the obligation, to discharge (or attempt to discharge) any Objections, and, in that regard, may, but shall not be obligated to, (i) bring any action or proceeding or (ii) incur any expense or liability (contingent or otherwise) to discharge (or attempt to discharge) any Objections.

Section .Subject to Section 6.04(a) hereof, if Seller determines not to discharge any Objections, or, after attempting to discharge any Objections, is unable to do so, then (I) Seller shall so notify Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, and (III) Purchaser shall have the right to elect either (a) to accept such title as Seller is able to convey, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding clause (b), then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its

election between clauses (a) and (b) of the immediately preceding sentences by written notice to Seller given not later than the fifth (5^th) business day after the receipt by Purchaser of notice from Seller of Seller's inability or unwillingness to discharge any Objections. If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected clause (b) above.

Section .For all purposes of this Agreement, an Objection shall be deemed “discharged” by Seller if the Title Company shall be willing to omit such Objection as an exception to Purchaser's title insurance coverage with respect to the Property.

ARTICLE 7.Representations and Related Covenants.

Section .Seller's Basic Representations. It is a condition to Purchaser's obligation to close that all of the following representations shall be true and correct as of the Closing Date. Seller represents, as of the date hereof and as of the Closing Date, that:

(a)Seller is a limited liability company duly organized and in good standing under the laws of the State of New York and has the power and authority to enter into and perform its obligations under this Agreement.

(b)The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary action on the part of Seller and does not require the consent of any third party except for Lender's consent.

(c)The individual executing this Agreement on behalf of Seller has the authority to bind Seller to the terms of this Agreement.

(d)Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Seller. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent.

Section .Purchaser's Basic Representations. Purchaser represents and warrants, as of the date hereof, that:

(a)Purchaser is a New York corporation duly organized under the laws of the State of New York and in good standing under the laws of the State of New York and has the power and authority to enter into and perform its obligations under this Agreement; and

(b)The execution, delivery and performance of this Agreement by Purchaser have been duly authorized by all necessary action on the part of Purchaser and do not require the consent of any third party. The individual executing this Agreement on behalf of Purchaser has the authority to bind Purchaser to the terms of this Agreement.

(c)Purchaser has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Purchaser. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent.

(d)There (i) are no judgments, orders, decrees, writs or injunctions of any kind against Purchaser and (ii) is no action, suit or proceeding pending against Purchaser in any court or by or before any other governmental agency or instrumentality which, in the case of either (i) or (ii), would materially and adversely affect the ability of Purchaser to perform its obligations under this Agreement.

Section .Leases; Etc.

(a)Seller represents and warrants, as of the date hereof and as of the Closing Date, that (i) there are no leases, tenancies or other occupancy agreements (collectively, "Occupancy Agreements") affecting the Property, and (ii) there are no service contracts, employment agreements and/or union agreements

(collectively, "Service Contracts") affecting the Property that will be binding on Purchaser after the Closing, and (iii) there will be no bills or claims for labor performed and materials furnished to or for the benefit of the Property which will be outstanding or binding on Purchaser after the Closing.

(b)Between the date hereof and the Closing, Seller, without the consent of Purchaser, shall not enter into any Occupancy Agreements or Service Contracts affecting the Property (except for the Seller's Lease [hereinafter defined]). On or prior to the Closing, Seller shall terminate any then existing Service Contracts, such obligation of Seller to survive the Closing.

(c)The representations and warranties made by Seller pursuant to Section 7.03(a) hereof shall be deemed remade as of the Closing. Such representations and warranties shall survive the Closing.

Section .Subject to Article 27, Purchaser shall accept the Property “as is” as of the date hereof, subject to reasonable wear and tear, provided that Article 15 of this Agreement shall govern damage caused by casualty or condemnation.

Section .Seller agrees to maintain agreed replacement cost property insurance on the Property to the date of the Closing.

Section .During the term of this Agreement, Purchaser, its architect, engineers, contractors, and consultants shall have the right to inspect the Property and take measurements from time to time during reasonable times and upon reasonable prior notice.

Section .Except as expressly set forth in this Agreement, Purchaser acknowledges and agrees that, Seller has not made and does not make any representations or warranties of any kind and shall have no liability or obligation with respect to any matter relating to the Property including (i) expenses, operation, rental income, income-producing potential, physical condition, gross and rentable square footage of the Property, access, fitness for any specific use, merchantability or habitability of the Property or any portion thereof, and (ii) the presence or absence of asbestos or any Hazardous Substances (as hereinafter defined) on, at, in, under, beneath, emanating from or affecting the Property, or (iii) any other matter affecting or relating to the Property.

Section .Purchaser acknowledges that it is being given full and fair opportunity to perform and complete its due diligence and that, if Purchaser has not terminated this Agreement prior to the expiration of the Due Diligence Period, then Purchaser has had adequate opportunity to complete its due diligence and has completed its due diligence with respect to the Property.

Section .For purposes of this Agreement:

(a)“Hazardous Substances” shall mean any (i) “hazardous substance” as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., or (ii) “hazardous waste” as defined under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., or (iii) “hazardous materials” as defined under the Hazardous Materials Transportation Authorization Act, 49 U.S.C. Section 5101 et seq., or (iv) “hazardous waste” as defined under New York Environmental Conservation Law, Section 27‑0901 et seq., (v) “hazardous substance” as defined under the Clean Water Act, 33 U.S.C. Section 1321 et seq., (vi) “petroleum” within the meaning of Article 12 of the New York State Navigation Law, (vii) asbestos containing materials, or (viii) any other element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under any Environmental Laws.

(b)“Environmental Laws” shall mean, collectively, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. 9601 et seq., as amended, the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. 6901 et seq., as amended, the Clean Air Act (“CAA”), 42 U.S.C. 7401 et seq., as amended, the Clean Water Act (“CWA”), 33 U.S.C. 1251 et seq., as amended, the Occupational Safety and Health Act (“OSHA”), 29 U.S. 655 et seq., the New York Inactive Hazardous Waste Disposal Sites Law, N.Y. ECL §27-1301 et seq., the New York Control of the Bulk Storage of Petroleum Law, N.Y. ECL §17-1001 et seq., the New York Oil Spill Prevention, Control and Compensation Act,

Navigation Law §170-202, the N.Y. Labor Law §241, the Control of Lead Poisoning, N.Y. Pub. Health Law §1370 et seq. and any other federal, state, local or municipal laws, statutes, regulations, rules or ordinances imposing liability or establishing standards of conduct concerning any hazardous, toxic, radioactive, biohazardous or dangerous waste, substance or materials, including any regulations adopted and publications promulgated with respect thereto.

Section .In no event shall Seller be liable or bound in any manner by any express or implied warranty, guarantee, promise, statement, representation or information pertaining to the Property made or furnished (in writing or otherwise) by any broker, attorney, consultant, agent, employee, servant or other person representing or purporting to represent Seller or otherwise. In no event whatsoever shall any director, officer, shareholder, member, parent, manager, affiliate, employee, or agent of Seller have any obligation or liability arising from, or in connection with, this Agreement or the transactions contemplated herein.

ARTICLE 9.Closing Documents and Deliveries.

On the Closing Date:

Section .Seller shall execute, acknowledge and deliver a bargain and sale deed, with covenant against grantor's acts, in favor of Purchaser, which deed shall contain the covenant required by Section 13 of Article 2 of the New York Lien Law (the “Deed”). Purchaser shall cause such Deed to be recorded.

Section .If Seller is a limited liability company, Seller shall deliver at Closing the following: the unanimous written consent of the members, a certificate executed by the manager (if any) or the members of the limited liability company, attaching true and complete copies of the organizational documents of Seller and affirming the sale and conveyance of title in compliance with the requirements of such organizational documents (or of the applicable statute, if any).

Section .Seller shall deliver possession of the Property vacant, broom clean, and in the condition required by this Agreement, and keys therefor together with any security codes; provided that Seller may, at its option, elect to lease a portion of the Property for a term commencing on the Closing Date and ending 7 days thereafter, which portion is described in the lease annexed hereto as Exhibit C, subject to the following terms and conditions:

Section .Seller or Lender shall deliver checks to the order of the Title Company in payment of all applicable real property transfer taxes and Seller shall deliver to Title Company any required tax returns therefor executed by Seller. Such checks shall be official bank checks. Seller may elect to have Purchaser pay any of such taxes and credit Purchaser with the amount thereof.

Section .Seller and Purchaser shall complete, execute and deliver Form RP-5217.

Section .Seller shall deliver an affidavit of Seller pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, stating that Seller is not a foreign person within the meaning of such Section.

Section .Seller shall assign to Purchaser any and all assignable warranties affecting the Property. Seller also agrees to deliver any plans, licenses and permits relating to the Property which Seller has in its possession to the extent not located at the Property.

Section .Purchaser shall complete and sign all required real property transfer tax returns and cause the Title Company to deliver all such returns and the Form RP-5217 and the checks in payment of such taxes to the appropriate officers promptly after the Closing.

Section .Purchaser shall deliver (a) to Lender the Balance (as adjusted to reflect apportionments) less $105,300.00, (b) $55,300.00 to Escrow Agent, to be held in accordance with the provisions of Article 27, and (c) $50,000.00 to Seller or to Escrowee, as the case may be, in accordance with the provisions of Section 2.01(b)(iii) and Section 9.03 hereof.

Section .Lender shall deliver such documentation as is reasonably required by the Purchaser and required by the Title Company to cause the Title Company to omit all title exceptions relating to the Foreclosure Action and the Mortgage, including the vacating of the Foreclosure Judgment, dismissal of the Foreclosure Action with prejudice, release of the Property from the lien of the Mortgage or discharge of said Mortgage, and termination of Uniform Commercial Code financing statements and Assignments of Leases and Rents.

Section .Seller and Purchaser shall each make such other payments which are required by this Agreement to be made by it at the Closing.

Section .Seller and Purchaser shall each execute, acknowledge and/or deliver any and all other documents or other items which are required by this Agreement to be executed, acknowledged and/or delivered by Seller and/or Purchaser, as the case may be, at the Closing. Seller shall deliver to the Title Company such documents, affidavits, information and indemnifications as are reasonably and customarily required by title companies.

ARTICLE 10.Apportionments.

Section .The following apportionments shall be made between the parties at the Closing and shall be computed as of 11:59 P.M. on the day prior to the Closing Date, except as otherwise provided below:

(a) Real estate taxes on the basis of the fiscal period for which assessed. At or before the Closing, either (i) Seller or Lender shall pre-pay the second half of the real estate taxes payable with respect to the Land and Improvements (together will all outstanding real estate taxes, penalties and interest), and same shall be apportioned in accordance with this Article 10; or (ii) Purchaser shall pay same to the Title Company and receive a credit at Closing for the portion of such payment allocable to the period prior to Closing. Notwithstanding the foregoing, if Section 9.03 applies, real estate taxes shall be apportioned as if June 30, 2013 were the Closing Date, notwithstanding that Seller shall have possession of part of the Property after the Closing Date.

(b) If required to clear title, Seller shall obtain a final water reading within the 10 day period prior to Closing and Seller shall pay the water charges reflected on such final reading (by payment to the appropriate utility or by payment to the Title Company, if practicable). Water shall be apportioned, based on such reading (calculating water usage on a per diem basis), as of the Closing Date; provided that if Section 9.03 applies, there shall be no apportionment of water/sewer charges and the Seller's Lease shall govern the apportionment of water/sewer charges. If a final water meter reading is not required to clear title, then Seller shall pay all water charges through the Closing, closing its account as of the Closing date; provided that, if Section 9.03 applies, Seller shall continue to pay water charges after the Closing pursuant to the terms of the Lease.

(b) If, at the Closing, the Premises shall be affected by an assessment which is or may become payable in annual installments, the installment for the tax year in which the Closing occurs shall be apportioned in the same manner as real estate taxes and all installments allocable to the periods following the tax year in which the Closing occurs shall be Purchaser's responsibility.

All net apportionments in favor of Seller shall be paid to Lender (and Seller hereby authorizes such payment) and any net apportionment in favor of Purchaser shall be credited to Purchaser against the $3,035,000.00 portion of the Balance of the Purchase Price payable pursuant to Section 2.01(b)(i).

ARTICLE 11.Taxes and Other Expenses.

Section .Seller or Lender shall pay the real property transfer taxes imposed in connection with the sale and purchase of the Property hereunder as provided in Section 9.04 above.

Section .Purchaser shall pay all state, city, county and municipal recording fees and premiums, and fees for title examination and title insurance obtained by Purchaser in connection with the transaction contemplated by this Agreement, and all related charges and costs in connection therewith including in connection with any survey.

Section .Purchaser shall pay all costs and expenses incurred by Purchaser in connection with its purchase of the Property and any financing thereof, including any environmental inspection reports prepared in connection therewith, and the fees and expenses of Purchaser's legal counsel and other advisors (subject to Article 27).

Section .Seller shall pay the fees and expenses of Seller's legal counsel and other advisors.

Section .The provisions of this Article 11 shall survive the Closing.

Section .Seller and Purchaser each represents and warrants to the other party that it has dealt with Newmark Grubb Knight Frank (“Newmark”) in connection with the negotiation, execution and delivery of this Agreement and the transaction contemplated hereby. Seller or Lender shall pay Newmark any commission due Newmark, by separate agreement.

Section .The provisions of this Article 12 shall survive the termination of this Agreement and/or the Closing.

ARTICLE 13.Merger Provision.

All understandings and agreements heretofore had between the parties hereto with respect to the subject matter of this Agreement are merged in this Agreement, which alone completely expresses their agreement with respect to such subject matter, and this Agreement is entered into after full investigation, neither party relying upon any statement or representation made by the other not embodied in this Agreement. Purchaser expressly acknowledges that Seller has not undertaken, nor does it have, any duty of disclosure to Purchaser with respect to the Property or anything related thereto or to the transactions contemplated hereby.

ARTICLE 14.Acceptance of Deed; Survival.

The acceptance of the Deed by Purchaser shall be deemed an acknowledgment by Purchaser that Seller has fully complied with all of its obligations hereunder and that Seller is discharged therefrom and that Seller shall have no further obligation or liability with respect to any of the agreements, warranties or representations made by Seller in this Agreement, except for those contained in provisions of this Agreement which, pursuant to the express provisions hereof, survive the Closing and except, if applicable, for Seller's obligations under Seller's Lease.

ARTICLE 15.Condemnation; Casualty.

Section . If, during the period between the date hereof and the Closing, the Town of Islip or any other governmental authority having a power of eminent domain shall initiate any condemnation or eminent domain proceedings (“Taking Proceedings”) which might result in the taking of the Property or any part thereof (the "Taking") or if there are pending any such Taking Proceedings, then, in any such event, (I) Seller shall so notify Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, (III) Purchaser shall have the right to elect either (a) to accept such title as Seller is able to convey, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding clause (III) (b), then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between subclauses (a) and (b) of clause III by written notice to Seller given not later than the fifth (5^th) business day after the receipt by Purchaser of notice from Seller of condemnation or eminent domain proceedings. If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected subclause (b) above of Clause III. If this Agreement is not terminated by reason of any such Taking Proceedings, then this Agreement shall remain in full force and effect, and Seller and Purchaser shall proceed to effectuate the Closing under all the terms of this Agreement, subject, however, to the following: (1) Purchaser shall accept the Property subject to the Taking Proceedings (or, if the Taking shall have occurred prior to the Closing, Purchaser shall accept the remaining portions of the Property), without any adjustment to the Purchase Price on account thereof; (2) Seller, prior to the Closing, shall, in consultation with Purchaser, and at Purchaser's sole cost and expense, make all filings and other submissions required of the owner of the Property prior to the Closing in order to preserve and/or apply for any and all claims for any condemnation award on account of such Taking Proceedings, provided, however, that Seller shall not settle any such claims without Purchaser's approval, which approval Purchaser shall not unreasonably withhold; and (3) Seller, at the Closing, shall (x) pay to Purchaser an amount equal to any condemnation award theretofore received by Seller on account of such Taking, and (y) assign and transfer to Purchaser all of Seller's right, title and interest in and to any condemnation award which may thereafter be paid on account of such Taking. Notwithstanding the foregoing, if, and to the extent, any of Seller's Personal Property is condemned as part of any such Taking, Seller shall be entitled to receive and retain the portion of any such condemnation awards allocable thereto.

Section .If, prior to the Closing, there shall occur damage to the Property caused by fire or other casualty which would cost less than $100,000.00 (the “Casualty Threshold”) to repair, as reasonably determined by an engineer selected by Seller and reasonably satisfactory to Purchaser, and Seller's insurance coverage will cover the full repair cost (subject to the policy deduction which may not exceed $25,000), then Purchaser shall not have the right to terminate this Agreement by reason thereof, but Seller shall assign to Purchaser at the Closing, by written instrument in form and substance reasonably satisfactory to Purchaser, all of the insurance proceeds payable on account of any such fire or casualty, shall deliver to Purchaser any such proceeds actually paid to Seller less the Reimbursable Amounts (hereinafter defined), and shall afford to Purchaser at Closing a credit against the balance of the Purchase Price in an amount equal to any deductible (to be first applied against the portions of the Balance payable under Section 2.01(b)(i) and 2.01(b)(iii)). If

prior to the Closing there shall occur damage to the Property caused by fire or other casualty which would cost an amount equal to the Casualty Threshold or more to repair, as reasonably determined by an engineer selected by Seller and reasonably satisfactory to Purchaser, then Purchaser may elect to terminate this Agreement by notice given to Seller and Escrow Agent within ten (10) days after Purchaser has received notice from Seller notice that such damage occurred, or at the Closing, whichever is earlier, as of which date TIME SHALL BE OF THE ESSENCE, upon which termination, Escrow Agent shall deliver the Downpayment to Purchaser, this Agreement shall thereupon be null and void and neither party hereto shall thereupon have any further obligation to the other, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement. If Purchaser does not elect to terminate this Agreement, then the Closing shall take place as herein provided, without adjustment of the Purchase Price, and Seller shall assign to Purchaser at the Closing, by written instrument in form reasonably satisfactory to Purchaser, all of the insurance proceeds payable on account of any such fire or casualty less the Reimbursable Amounts, shall deliver to Purchaser any such proceeds or awards actually paid to Seller, and shall afford to Purchaser at Closing a credit against the balance of the Purchase Price in an amount equal to any deductible (to be first applied against the portions of the Balance payable under Section 2.01(b)(i) and 2.01(b)(iii)). The term “Reimbursable Amounts” shall mean costs and expenses actually and reasonably incurred by or for the account of Seller in connection with fire or other casualty for (x) compliance with governmental ordinances, orders or requirements of any governmental department, agency or bureau having jurisdiction of the Property, (y) safeguarding the Property or any part thereof, including any protective restoration or (z) emergency repairs made by or on behalf of Seller (to the extent Seller has not theretofore been reimbursed by its insurance carrier).

Section .The parties hereby waive the provisions of Section 5-1311 of the New York General Obligations Law, and agree that the same shall not apply to this Agreement.

ARTICLE 16.Remedies.

Section .If Seller defaults in its obligation to effectuate the Closing hereunder, Purchaser shall be entitled, to either (a) seek specific performance of this Agreement or (b) terminate this Agreement and receive a refund of the Downpayment. If (1) any dispute develops between Seller and Lender with respect to this Agreement, the Mortgage, or any related matter and, in connection therewith, Purchaser is made a party to any action or proceeding, by whatever means, or (2) the Closing does not occur on or before April 29, 2013 for any reason other than Purchaser's default, then Purchaser shall be entitled to either (y) seek specific performance of this Agreement or (z) terminate this Agreement and receive a refund of the Downpayment. For purposes of clarification, it is the intention of the parties to allow Purchaser to withdraw from the purchase and terminate this Agreement if it becomes embroiled in any litigation by reason of any dispute between Seller and Lender (regardless of who is at fault) or if Closing does not occur on or before April 29, 2013 for any reason other than Purchaser's default. Upon such termination of this Agreement and refund of the Downpayment, Seller and Purchaser shall have no further obligation to one another, other than those obligations which, pursuant to the express provisions hereof, survive the termination of this Agreement.

Section .Seller and Purchaser agree that it would be impractical and extremely difficult, if not impossible, to fix actual damages that would be suffered by Seller as a result of Purchaser's failure to close in accordance with the provisions of this Agreement. The parties therefore agree that if Purchaser materially defaults in its obligation to effectuate the Closing hereunder, then Seller, as its sole remedy on account thereof, may terminate this Agreement by written notice to Purchaser, whereupon Seller shall be entitled to retain the Downpayment as liquidated damages on account of such default and hereby authorizes the Escrowee to pay the same to Lender in reduction of the amounts due to Lender under the Mortgages (to be applied in Lender's discretion), and thereafter neither party shall have any further rights or obligations hereunder other than those which, pursuant to the express provisions hereof, survive the termination of this Agreement. The parties have consulted with their respective advisors and attorneys and have negotiated with each other and have agreed upon an amount for the Downpayment that both believe is fair and reasonable under the circumstances and a suitable proxy for actual damages. The payment of the Downpayment to Seller as liquidated damages is

not intended to be a forfeiture or penalty, but instead is intended to constitute liquidated damages to Seller and is a reasonable estimate of the damages that will be incurred by Seller if Purchaser defaults in its obligation to purchase the Property hereunder. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in the event of such default.

Section .This Article 16 shall expressly survive the termination of this Agreement.

ARTICLE 17.Assignment; Benefit and Burden; Section 1031 Applicability.

Section .Neither this Agreement nor any of the rights of Purchaser hereunder (nor the benefit of such rights) may be assigned or encumbered by Purchaser, in whole or in part, without Seller's prior written consent, and any purported assignment or encumbrance without Seller's prior written consent shall be void and constitute a default hereunder.

Section .Neither the consent of Seller to an assignment by Purchaser, nor the assignment itself, shall release Purchaser in any respect from the performance or observance of any of the covenants to be performed or observed by Purchaser under this Agreement, Purchaser in such case being primarily and jointly and severally liable with each assignee, nor shall such consent or assignment relieve the permitted assignee from obtaining Seller's prior written consent to any further assignment.

Section .This Agreement shall be binding upon and inure to the benefit of Purchaser and Seller and their respective legal representatives, successors in interest and permitted assigns.

Section .Seller is advised that Purchaser may be effectuating an exchange pursuant to Section 1031 of the Internal Revenue Code, and the regulations promulgated thereunder.  To facilitate such exchange, and as a material inducement to enter into this Agreement, Seller consents and agrees (i) to Purchaser's assignment of this Agreement and/or its rights hereunder to either a Qualified Intermediary (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)), or an Exchange Accommodation Titleholder (as defined by Revenue Procedure 2000-37) and (ii) to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Seller acquiring title to or owning any replacement property on behalf of Purchaser.  Purchaser shall reimburse Seller for any reasonable attorneys' fees incurred by Seller in reviewing any 1031 documentation to be signed by Seller.   

ARTICLE 18.Downpayment Provisions.

Section .All sums paid on account of the Purchase Price prior to the Closing (collectively, “Downpayment”) shall be paid by good check drawn to the order of and delivered to “Nicholas Vincent Campasano Esq. as Escrow Agent” (“Escrow Agent”) or by wire transfer to Escrow Agent. The Escrow Agent shall hold the Downpayment in escrow in a special bank account at JP Morgan Chase Bank located at Deer Park, New York (or as otherwise agreed in writing by Seller, Purchaser and Escrow Agent) until the Closing or sooner termination of this Agreement and shall pay over or apply the Downpayment in accordance with the terms of this Section. Escrow Agent shall hold the Downpayment in a non-interest bearing IOLA account. Escrow Agent shall not be responsible for any loss of the Downpayment caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Downpayment is deposited. Each of the parties, upon Escrow Agent's request, shall promptly furnish to Escrow Agent a completed and executed Form W-9, together with such other information as Escrow Agent shall reasonably require. At the Closing, the Downpayment and the interest thereon, if any, shall be paid by Escrow Agent to Lender and Seller hereby authorizes such disbursement of the Downpayment. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of such amount, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within 10 business days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such 10 business day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final and non‑appealable judgment of a court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Supreme Court of the county in which the Property is located. Escrow Agent shall give

written notice of such deposit to Seller and Purchaser. Upon such deposit Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

Section .The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the duties of Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Downpayment in accordance with the provisions of this Agreement, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent.

Section .Escrow Agent has acknowledged agreement to these provisions by signing in the place indicated on the signature page of this Agreement.

Section .If Escrow Agent is Seller's attorney, Escrow Agent or any member of its firm shall be permitted to act as counsel for Seller in any dispute as to the disbursement of the Downpayment or any other dispute between the parties whether or not Escrow Agent is in possession of the Downpayment and continues to act as Escrow Agent.

Section .Escrow Agent may act or refrain from acting in respect of any matter referred to in this Section in full reliance upon and with the advice of counsel which may be selected by it (including any member of its firm) and shall be fully protected in so acting or refraining from action upon the advice of such counsel.

Section .All payments of Purchaser on account of the Downpayment, and Purchaser's expenses for title examination (not to exceed $1,000.00), are hereby made a lien against the Property. Said lien shall not continue or exist after any default by Purchaser hereunder.

ARTICLE 19.No Oral Modification or Reliance by or Benefit to Third-Parties.

Section .This Agreement may not be amended, modified or terminated, nor may any provision hereof be waived, except by a written instrument signed by both Purchaser and Seller.

Section .No person or entity other than a party to this Agreement shall be entitled to rely on this Agreement, and this Agreement is not made for the benefit of any person or entity not a party hereto, except that those provisions of this Agreement that refer to the Lender are intended to benefit the Lender as third party beneficiary subject to the terms and conditions of such provisions. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

ARTICLE 20.Severability.

If any provision of this Agreement or the application thereof to any party or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to parties or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision shall be valid and be enforced to the fullest extent permitted by law.

ARTICLE 21.Governing Law and Venue.

The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the laws of the State of New York. All actions or proceedings relating to this Agreement shall be litigated only in courts located within the County of Suffolk and State of New York. Each party hereby subjects itself to the jurisdiction and venue of any state or federal court located within the County of Suffolk and State of New York.

ARTICLE 22.Captions.

The captions of the various Articles in this Agreement are for convenience only and do not, and shall not be deemed to, define, limit or construe the contents of such Articles.

ARTICLE 23.Notices.

Section .Any notice, demand or other communication (each, a “notice”) that is given or rendered pursuant to this Agreement by either Seller or Purchaser to the other party, shall be (i) given or rendered in writing, (ii) addressed to the other party at its required address(es) for notices delivered to it as set forth in Section 23.02 below, and (iii) delivered via either (x) hand delivery, or (y) nationally recognized courier service (e.g., Federal Express, Express Mail). Any such notice shall be deemed given or rendered, and effective for purposes of this Agreement, as of the date actually delivered to the other party at such address(es) (whether or not the same is then received by other party due to a change of address of which no notice was given, or any rejection or refusal to accept delivery). Notices from either party (to the other) may be given or rendered by its counsel.

Section .The required address(es) of each party for notices delivered to it is (are) as set forth below. Each party, however, may, from time to time, designate an additional or substitute required address(es) for notices delivered to it (provided, that such designation must be made by notice given in accordance with this Article 23).

ARTICLE 24.Counterparts. This Agreement may be executed with counterpart signature pages or in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. This Agreement may be executed by any party by delivery of a facsimile

signature or by email in PDF format, which signature shall have the same force and effect as an original signature. Any party which delivers a facsimile or PDF signature shall promptly thereafter deliver an originally executed signature to the other party(ies); provided, however, that the failure to deliver an original signature page shall not affect the validity of any signature delivered by facsimile or in PDF format.

ARTICLE 25.Terminology.

As used in this Agreement, (i) the phrase “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question, (ii) the terms “herein” “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement as a whole, and not to any particular Section, unless expressly so stated, (iii) the term “including”, whenever used herein, shall mean “including without limitation”, except in those instances where it is expressly provided otherwise, (iv) the term “person” shall mean a natural person, a corporation, a limited liability company, and/or any other form of business or legal association or entity, and (v) the term "business day" shall mean any day other than a Saturday, Sunday or Federal or New York State holiday.

ARTICLE 26.Non-Recordability.

This Agreement shall not be recorded by Purchaser and all recordation officers are hereby directed not to record this Agreement. Any recordation by Purchaser shall be a default by Purchaser hereunder.

ARTICLE 27.Post-Closing Environmental Matters.

Section .Purchaser has performed a Phase II Environmental Assessment of the Property, including additional testing activities during the weeks commencing March 31, 2013 and April 7, 2013 (the “Phase II Assessment”). Such Phase II Assessment has disclosed the existence of contamination by certain Hazardous Substances above legal limits in certain dry wells at the Property and some above-ground and underground airborne contamination in a chemical usage/storage area of the building (the “Disclosed Contamination”). Such contamination has been, or will be, reported to the governmental authorities having jurisdiction (collectively, the “Governmental Authorities”), including the Suffolk County Health Department. The Governmental Authorities are expected to open up case files with respect to the Disclosed Contamination and any other contamination by Hazardous Substances that may be disclosed by remediation activities with respect to the Disclosed Contamination (collectively, the “Cases”). The Disclosed Contamination and any such other contamination are referred to herein as the “Contamination”. The estimated cost of the Phase II Assessment and remediating the Disclosed Contamination is $55,300.00.00. Purchaser is buying the Property subject to the Disclosed Contamination and agrees to make no claim against Lender with respect to the Contamination, subject to the provisions of Section 27.02 below.

Section .(a) $55,300.00 of the Balance (the “Environmental Escrow”) shall be deposited with Escrow Agent at Closing, which amount shall be held in escrow by Escrow Agent and paid and disbursed as follows: Escrow Agent shall disburse the Environmental Escrow from time to time (a) to Purchaser, its successors and assigns in reimbursement for the Remediation Costs (hereinafter defined), or (b) directly to the contractors and consultants engaged by Purchaser to conduct such remediation, upon presentation by Purchaser to Escrow Agent of invoices for services rendered and materials and equipment supplied in connection with the remediation of the Contamination. The costs for which the Environmental Escrow shall be disbursed (the “Remediation Costs”) shall include all costs and expenses incurred by Purchaser in connection with the investigation and remediation of the Contamination, including but not limited to (i) inspection, testing, and consulting services, including the Phase II Assessment; (ii) installing, maintaining, operating, repairing, inspecting, replacing and removing monitoring wells, air sparging wells, soil vapor extraction wells, and remediation equipment (including any trailer) at the Property (the “Equipment”); (iii) reading and monitoring equipment; (iv) taking groundwater and soil samples and performing other testing activities; (v) excavating (and backfilling) contaminated soil and removing contaminated groundwater; (vi) treating soil and groundwater and taking such other remedial steps as may be necessary to address the Contamination; (vii) fees paid to Governmental Authorities with respect to the Contamination, and (viii) monitoring air quality.

Purchaser may from time to time make written demand upon Escrow Agent for payment or reimbursement of the Remediation Costs and Escrow Agent shall make such payment or reimbursement out of the Environmental Escrow. If and when the Cases have been closed by the Governmental Authorities, the balance of the Environmental Escrow, less any outstanding Reimbursement Costs (which shall be paid as provided above), shall be paid to Lender. After the Closing, Purchaser shall use reasonable efforts to complete the remediation and obtain the closure of the Cases and shall conduct such remediation with reasonable promptness.

(a)Upon receipt of any demand for disbursement of the Environmental Escrow, Escrow Agent shall give written notice to Lender (if demand is made by Purchaser) or Purchaser (if demand is made by Lender) of such demand. If Escrow Agent does not receive a written objection from Lender (if demand is made by Purchaser) or Purchaser (if demand is made by Lender) to the proposed payment within 10 business days after receipt of such notice, Escrow Agent shall make such payment and shall thereupon be released from liability with respect to the funds disbursed. If Escrow Agent does receive such written objection within such 10 business day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final and non‑appealable judgment of a court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Supreme Court of the county in which the Property is located. Escrow Agent shall give written notice of such deposit to Lender and Purchaser. Upon such deposit Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. Except as herein otherwise provided, the provisions of Article 18 of this Agreement shall apply to the Environmental Escrow.

Section .Notices under this Article 27 may be given by Lender, Purchaser or their attorneys. Any notice, demand or other communication (each, a “notice”) that is given or rendered pursuant to this Agreement by either Lender or Purchaser to the other party, shall be (i) given or rendered, in writing, (ii) addressed to the other party at its required address(es) for notices delivered to it as set forth below, and (iii) delivered via either (x) hand delivery, or (y) nationally recognized courier service (e.g., Federal Express, Express Mail). Any such notice shall be deemed given or rendered, and effective for purposes of this Agreement, as of the date actually delivered to the other party at such address(es) (whether or not the same is then received by other party due to a change of address of which no notice was given, or any rejection or refusal to accept delivery). Notices from either party (to the other) may be given or rendered by its counsel.

Section .The provisions of this Article shall survive Closing.

IN WITNESS WHEREOF, Seller and Purchaser have each duly executed this Agreement as of the date first above written.

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE TOWN OF ISLIP, COUNTY OF SUFFOLK AND STATE OF NEW YORK, BEING BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EASTERLY SIDE OF HEARTLAND BOULEVARD SAID POINT OR PLACE OF BEGINNING BEING 2279.05 FEET NORTHERLY ALONG THE EASTERLY SIDE OF HEARTLAND BOULEVARD FROM THE NORTHERLY END OF 40.00 FOOT RADIUS CURVE WHICH CONNECTS THE EASTERLY SIDE OF HEARTLAND BOULEVARD WITH THE NORTHERLY SIDE OF LONG ISLAND AVENUE.

RUNNING THENCE NORTHERLY ALONG THE EASTERLY SIDE OF HEARTLAND BOULEVARD FROM SAID POINT OR PLACE OF BEGINNING N 0° 33' 15" W, A DISTANCE OF 205.80 FEET TO A POINT.

THENCE EASTERLY N 89° 26' 45" E, 635.00 FEET TO THE WESTERLY SIDE OF SAGTIKOS STATE PARKWAY (STATE OF NEW YORK).

THENCE SOUTHERLY ALONG THE WESTERLY SIDE OF SAGTIKOS STATE PARKWAY (STATE OF NEW YORK) S 0° 33' 15" E, A DISTANCE OF 205.80 FEET TO A POINT.

THENCE WESTERLY S 89° 26' 45" W, A DISTANCE OF 635.00 FEET TO THE EASTERLY SIDE OF HEARTLAND BOULEVARD AND SAID POINT OR PLACE OF BEGINNING.

(a)any state of facts (including those relating to physical condition or variations in location or dimension) (a) disclosed by the survey by Barrett Bonacci & Van Weele PC dated 8/27/2008, and (b) that would be disclosed by an accurate survey of the Property provided that such state of facts do not render title unmarketable;

(b)Declaration of Covenants and Restrictions recorded 2/16/1984 in Liber 9514 Cp 74, provided policy insures that any violations thereof will not result in a forfeiture or reversion of title.

(c)Declaration of Covenants and Restrictions recorded 7/13/1984 in Liber 9599 Cp 331, provided policy insures that any violations thereof will not result in a forfeiture or reversion of title.

(d)Telephone Easement Agreement recorded 8/2/1988 in Liber 10658 Cp 236, provided policy insures that said easement/right of way/agreement(s) will not prohibit the existing use of the improvements on the premises. (See post)

(e)all grants, licenses or other rights (if any) existing on the date hereof in favor of any public or private utility company or governmental entity for, or pertaining to, utilities, sewers, water mains or drainage, which are of record or, if not of record, which would not materially interfere with Purchaser's use of the Property in accordance with applicable zoning laws, rules and regulations;

(f)any and all present and future laws, regulations, restrictions, requirements, ordinances, resolutions and orders (including, without limitation, any of the foregoing relating to zoning, building and environmental protection) (collectively, “Laws”) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any bureau, board, commission, legislature, department or other governmental body having jurisdiction over or affecting the Property, excluding liens arising from any violation of Laws arising from the current use of the Land and Improvements and excluding Laws that would prohibit or substantially interfere with Purchaser's proposed use of the Property;

(g)all notations and/or notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any governmental authority having jurisdiction over or affecting the Property (collectively, “Violations”), except to the extent of any liens based upon assessed and unpaid fines arising out of any Violations;

(h)any lien for real estate taxes and government impositions of any kind that are not yet due and payable, including but not limited to town taxes, county taxes, village taxes, school taxes, library taxes, fire department taxes, special assessments, business improvement district charges, water and sewer taxes, rents and charges, and other governmental charges and impositions;

(i)the standard printed exceptions, and exclusions to coverage, set forth in the form of title policy utilized by the Title Company.

hereinafter set forth. This Lease constitutes a sublease of such portion of the Entire Property, which portion is more specifically described below, to Tenant.

Section . The following basic terms, as used in this Lease and in all amendments to the Lease (unless otherwise specified or unless the context otherwise requires), shall have the meanings set forth below:

Section . The following terms, as used in this Lease and in all amendments to the Lease (unless otherwise specified or unless the context otherwise requires), shall have the meanings and/or be construed, as the case may be, as set forth below:

governmental authority, and any court, arbitrator, or other administrative, judicial or quasi-judicial tribunal, or any other public or quasi-public authority, having jurisdiction over the Premises or the matter at issue.

Section . Subject to the terms and conditions of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises for a term that shall commence on the Commencement Date and end on the Expiration Date (the “Term”), subject to earlier termination pursuant to any of the terms, covenants, or conditions of this Lease or pursuant to Law.

Section . Tenant is the prior owner of the Entire Property, is currently occupying the Premises and accepts possession of the Premises in its “AS IS” condition on the Commencement Date and with full knowledge of the condition of the Premises and Entire Property. Except as otherwise expressly provided in this Lease, (a) Tenant has full responsibility for maintaining the Premises in its current condition, reasonable wear and tear and casualty excepted, and (b) Landlord has no obligation whatsoever to perform any work or make any repairs with respect to the Premises or Entire Property, to furnish any services with respect to the Premises or Entire Property, or to incur any expenses with respect to the Premises or Entire Property, and (c) Landlord has no responsibility with respect to the condition of the Premises or the Entire Property (including any latent defects). Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease.

Section . Subject to all of the other terms, covenants and conditions of this Lease, Tenant shall use the Premises only for the Permitted Use. Notwithstanding the foregoing, Tenant shall not at any time use or occupy the Premises, or suffer or permit anyone else to use or occupy the Premises, (a) in any manner that violates the

provisions of this Lease or any Requirement, (b) so as to cause waste, (c) so as to violate any insurance policy then issued in respect of the Premises or to cause an increase in Landlord's insurance premiums beyond that customarily charged for similar buildings in the area, (d) so as to create a nuisance, or (e) for the conduct of disreputable activities.

Section . Tenant shall pay the Base Rent on the last day of the Term.

Section .Tenant shall pay all Additional Rent that is payable to Landlord within fifteen (15) days after Tenant is billed for such amount, unless a different time period is specified in this Lease. Landlord shall have the same rights and remedies with respect to non-payment of Additional Rent as Landlord has with respect to Base Rent.

Section . Rent payable to Landlord shall be paid to Landlord at Landlord's Address in lawful money of the United States of America by good check or, at Landlord's request, by wire transfer. All Rent shall be paid without deduction, abatement or setoff, except as otherwise expressly provided in this Lease. A bill for Rent payable to Landlord sent by first class mail to the address to which Notices are to be given under this Lease shall be deemed a proper demand for the payment of the amounts set forth therein.

Section . This is an absolutely net lease. Accordingly, Landlord shall receive a net return from the Premises equal to the Base Rent, without deduction for any expense or charge for the Premises (except as otherwise expressly provided in this Lease).

Section .If any Additional Rent is not paid within ten (10) days of the date due under this Lease, Tenant shall pay Landlord, as Additional Rent, a late charge equal to five percent (5%) of the overdue amount for, among other things, defraying the expenses incident to handling such delinquent payments. Such charge shall be in addition to, and not in lieu of, any other remedy Landlord may have.

Section . “Impositions” shall mean, collectively, (a) all water, sewer, and other utility charges imposed by any Governmental Authority with respect to the Land and Improvements, and (b) all fines, fees, charges, penalties, and interest imposed by any Governmental Authority or utility with respect to (i) the Premises and (ii) to the extent attributable to the acts or omissions of Tenant, its employees, contractors, servants, and employees, the Land and Improvements.

Section .(a) Throughout the Term, Tenant will pay, or cause to be paid, all Impositions as and when the same shall become due and payable. Notwithstanding the foregoing, when Landlord opens for business in the Building (construction and renovations shall not be deemed doing business), Tenant shall pay only its Proportionate Share of water and sewer charges.

Section .Tenant shall pay, or shall cause to be paid, all Impositions directly to the Governmental Authority charged with the collection thereof. Tenant shall deliver to Landlord, promptly upon request, photostatic copies of the receipted bills or other evidence reasonably satisfactory to Landlord showing the payment of such Impositions. Notwithstanding the foregoing, when Landlord opens for business in the Building (construction and renovations shall not be deemed doing business), Tenant shall pay Landlord, within 10 days after Tenant is billed therefor, Tenant's Proportionate Share of water and sewer charges payable by Landlord with respect to the Land and Improvements; and all other Impositions shall be paid directly to the Governmental Authority.

Section .Tenant shall obtain and pay for all utilities directly from and to the utilities and vendors serving the Land and Improvements, including fuel, gas, electric, trash collection, and telephone and internet service. Notwithstanding the foregoing, when Landlord opens for business in the Building (construction and renovations shall not be deemed doing business), Tenant shall pay only its Proportionate Share of fuel, electric, and ordinary trash collection. To the extent Tenant is engaged in bulk disposal of trash, property and/or equipment, Tenant shall pay the entire cost to remove same.

Section . All Alterations and repairs shall be made in a good and workmanlike manner, in compliance with all applicable Laws.

Section .Tenant shall, or shall cause its contractor(s) to, maintain during any period that Tenant is engaged in performing Alterations, and shall deliver to Landlord prior to commencing the Alterations, such insurance as Landlord shall require and shall deliver to Landlord, prior to commencing any Alterations, evidence of such insurance satisfactory to Landlord.

regulating, controlling or imposing liability or standards of conduct concerning Hazardous Substances; (c) relating to the remediation of the Premises for Hazardous Substances, including investigation, response, clean-up, remediation, prevention, mitigation or removal of any Hazardous Substance; or (d) requiring notification or disclosure of releases of Hazardous Substances or of the existence of any environmental conditions on or at the Premises, as any of the foregoing may be amended, supplemented, or supplanted from time to time. “Hazardous Substances” shall mean any and all substances, materials, chemicals and/or wastes which now or hereafter are classified or considered to be hazardous or toxic, or that are or become regulated by any Governmental Authority because of toxicity, infectiousness, radioactivity, explosiveness, ignitability, corrosiveness or reactivity under any Environmental Law applicable to the Premises, and shall also include (1) gasoline, diesel fuel, and other petroleum hydrocarbons; (2) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (3) polychlorinated biphenyls; (4) radon gas; and (5) flammable liquids and explosives.

at its option, in addition to exercising any other remedies available to it under this Lease or at law, obtain the insurance described in this Article, in which event Tenant shall reimburse Landlord, as Additional Rent, within 10 days of being billed therefor, for the costs incurred by Landlord to obtain such insurance.

laborer or materialman provide any labor or materials for any alteration, addition, improvement or repair of the Premises; or (b) evidence Landlord's agreement to subject its fee estate to any such lien.

WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, OR TENANT'S USE OR OCCUPANCY OF THE PREMISES, INCLUDING ANY CLAIM OF INJURY OR DAMAGE, AND ANY EMERGENCY AND OTHER STATUTORY REMEDY WITH RESPECT THERETO.

this Section be construed as permitting Tenant (or other occupants) to remain in possession of the Premises after the Expiration Date or sooner termination of this Lease.

execution and delivery of this Lease have been duly authorized by Tenant and that the person or persons executing and delivering this Lease on behalf of Tenant have been duly authorized to do so, together with a certified copy of Tenant's articles of incorporation, partnership agreement or operating agreement, as applicable, and all amendments thereto.

Section .This Lease represents the entire agreement of the parties with respect to the Premises, and, accordingly, all prior understandings and agreements between the parties with respect to the Premises (except as set forth in the Contract) are merged into this Lease, which alone fully and completely expresses the agreement of the parties.

Section .The table of contents, captions, headings and titles in this Lease are solely for convenience of reference and shall not affect its interpretation.

Section .This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted.

Section .Each covenant, agreement, obligation or other provision of this Lease on Tenant's part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease.

Section .All terms and words used in this Lease shall be deemed to include any other number and any other gender as the context may require.

Section .The submission of drafts of and comments to this Lease, the negotiation of this Lease, and the exchange of correspondence concerning the negotiation and execution of this Lease shall have no binding force or effect and shall confer no rights nor impose any obligations, including brokerage obligations, on either party. This Lease shall become a binding agreement only after both Landlord and Tenant have executed this Lease and duplicate originals thereof (including any counterparts) shall have been delivered to the respective parties.

Section .This Lease may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Section .Concurrently with execution and delivery of this Lease, Tenant shall cause Robert Ward to execute and deliver to Landlord a “Limited Guaranty” in the form annexed hereto as Exhibit 2, with all blank spaces properly completed by Purchaser's attorney.

IN WITNESS WHEREOF, the parties hereto have duly executed this instrument as of the day and year first above written.

To induce Landlord to lease the Premises to Tenant pursuant to the Lease and intending to be legally bound, Guarantor has executed and delivered this Guaranty to Landlord. Guarantor represents that he is a principal of Tenant.

Guarantor hereby unconditionally and absolutely guarantees to Landlord all of the following obligations:

The “Vacate Date” is the date that Tenant surrenders the Premises to Landlord broom clean and vacant, and free of all occupants, and delivers to Landlord the keys to the Premises.

Landlord is not obligated to give Guarantor notice of any default by Tenant under the Lease, any termination or vacate notice, or any other notice. Guarantor also waives acceptance and notice of acceptance of this Guaranty. Guarantors liability under this Guaranty shall not be affected or impaired by any delay by or failure of Landlord in enforcing any of its rights or remedies under the Lease or at law, or by any deferral, waiver, settlement or release of Tenants obligations under the Lease.

Landlord may proceed against Guarantor at any time, either independently of or concurrently with Landlords application of any security or escrow held by Landlord or Landlord's attorney.

Guarantors obligations under this Guaranty shall be unaffected by any discharge or release of the Tenant, its successors or assigns, or any of their debts, in connection with any bankruptcy, reorganization, or other insolvency proceeding or assignment for the benefit of creditors; any rejection or disaffirmation of the Lease in any bankruptcy, reorganization, or other insolvency proceeding or assignment for the benefit of creditors; or any reduction, modification, impairment or limitation of the liability of the Tenant, its successors or assigns, or of Landlords remedies under the Lease, in connection with any bankruptcy, reorganization or other insolvency proceeding or any assignment for the benefit of creditors. In addition, if Landlord is required to disgorge or pay back to the Tenants estate any payments made by the Tenant under the Lease in connection with any bankruptcy, reorganization or insolvency proceeding, Guarantors obligations as to such payments shall be reinstated.

Guarantors liability shall not be affected or impaired by reason of any modification or amendment of the Lease.

Guarantor waives all right to trial by jury in any action or proceeding to which Landlord and Guarantor are party, with respect to any claim, counterclaim, cross-claim, or defense raised with respect to this Guaranty or the Lease.

Guarantor shall reimburse Landlord for all costs and expenses incurred by Landlord in enforcing and/or attempting to enforce this Guaranty, including but not limited to court costs, reasonable attorneys' fees and disbursements. Guarantor shall so reimburse Landlord within 10 days after Landlord bills Guarantor for such costs and expenses.

This Guaranty shall be binding upon Guarantor, his successors and legal representatives, and shall inure to the benefit of Landlord, its successors, grantees, legal representatives and assigns.

This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned has set his hand this 29th day of April, 2013.

DISTRICT COURT OF THE STATE OF NEW YORK

COUNTY OF SUFFOLK: FIFTH DISTRICT,

LANDLORD/TENANT PART

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VICON INDUSTRIES, INC.,

Petitioner,            VERIFIED PETITION

-against-                        COMMERCIAL

1290 MOTOR PARKWAY, LLC,

Index No.

Respondent.

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I am the _____________of Petitioner, Vicon Industries, Inc., the Lessor of a portion of the building (the “Building”) known as 131 Heartland Boulevard, Brentwood (Town of Islip), New York 11717 (Suffolk County Tax Map No. 0500-134.00-5.00-0001.000) described as follows: (a) an administrative office in the southwest corner of the Building (and including an executive bathroom), (b) the office and research and development area that lies directly east of the cafeteria and is bordered on the North side by the internal hallway that encloses the open R&D area and on the east side by a storage room, and (c) the 3 storage rooms at the southeast corner of the Building; which premises consist of approximately 9,000 rsf.. I have read the foregoing petition and know the contents thereof, the same are true to the best of my knowledge, except as to those matters therein stated to be allege upon information and belief and as to those matters, I believe them to be true.

By:____________________________________

                            

Sworn to before me this

day of ______, 2013

________________________________

Notary Public