AMENDMENT TO LEASE AGREEMENT

THIS AMENDMENT TO LEASE AGREEMENT made to take effect the 1 ^st day of July 2009.

B E T W E E N:

DIETER SCHWARZ

(hereinafter called the “Landlord”)

  OF THE FIRST PART,

- and -

WIRELESS RONIN TECHNOLOGIES (CANADA) INC.

(hereinafter called the “Tenant”)

 OF THE SECOND PART.

WITNESSETH THAT:

WHEREAS by a Lease dated July 1, 2007 being for a term commencing July 1, 2007 and being completed June 30, 2009, (hereinafter called the “Original Lease”), a copy of which is attached hereto as Appendix “A”, made between the Landlord and the Tenant, the Landlord did lease unto the Tenant those certain premises municipally known as 4510 Rhodes Drive, Building #800 (the “Leased Premises”), in the City of Windsor, in the Province of Ontario, as more particularly described in the Original Lease.

AND WHEREAS the parties hereto have agreed to amend the Lease;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the sum of One ($1.00) Dollar paid by each party unto the other, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the following:

In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlord demises and leases to the Tenant a portion of those certain premises municipally known as 4510 Rhodes Drive, Unit #800, Windsor, Ontario, more particularly described in Schedule "A" attached hereto (herein called the "Business Centre") containing an area of approximately nine thousand seven hundred (9,700) square feet of the Business Centre, designated on the plan which is marked Appendix "B" and Appendix "B-1" attached hereto, (herein called the "Leased Premises" or "Demised Premises" or "Premises").

The area of the Premises expressed in square feet is measured from:

SECTION 1.02 – Term of the Lease

TO HAVE AND TO HOLD the Leased Premises for and during the term of five (5) years (hereinafter called the “Term”) to be computed from July 1, 2009 to June 30, 2014.

SECTION 2.01 – Fixed Minimum Rent

The Tenant covenants and agrees to pay unto the Landlord, commencing July 1, 2009, a minimum rent for the Leased Premises (hereinafter called “Fixed Minimum Rent”) of SIXTY SEVEN THOUSAND NINE HUNDRED ($67,900.08) DOLLARS and EIGHT CENTS per annum, payable in equal monthly instalments in advance of FIVE THOUSAND SIX HUNDRED FIFTY EIGHT ( $ 5,658.34) DOLLARS and THIRTY FOUR CENTS on the first day of each month;

SECTION 3.02 - Parking Areas

SECTION 18.02 – Tenant Improvement Allowance

The Landlord agrees to pay to the Tenant SIXTY THOUSAND ($60,000.00) DOLLARS plus applicable goods and services tax (hereinafter called “Tenant Improvement Allowance”) towards the Tenant’s Leasehold Improvements.   Any and all costs and expenses over $60,000.00 will be the responsibility of the Tenant.

SECTION 18.03 – Tenant’s Work

The Tenant, at its own expense, is responsible to ensure that the utility services servicing the Leased Premises and the area vacated are properly separated.  The Tenant will manage the space preparation and all Tenant Improvements and will select its own contractor for the improvements.  The Tenant shall have the right to make alterations to the Premises that are non-structural, using contractors of the Tenant’s choice, without the prior consent of the Landlord.  The Tenant shall not be obligated to restore the Lease Premises upon surrender and shall have no obligation to remove any cabling or wiring.

         SECTION 18.04 – Landlord’s Work

The Landlord, at his expense, is to erect a demising/partition wall in accordance with the floor plan attached hereto as Schedule “D”.

        SECTION 20.29 – Right to Terminate

The Tenant shall be allowed a one-time opportunity to terminate this Lease at the end of the third (3rd) year, being June 30, 2012, by providing the Landlord with a minimum of six (6) months prior written notice of their intent.  Should the Tenant exercise its Right to Terminate, the Tenant agrees to pay the Landlord on or before December 31, 2012, the sum of THIRTY EIGHT THOUSAND FIVE HUNDRED FIFTY ($38,550.00) DOLLARS plus applicable taxes, of which TWENTY FOUR THOUSAND ($24,000.00) DOLLARS is to reimburse for unamortized Tenant Improvement Allowance and FOURTEEN THOUSAND FIVE HUNDRED FIFTY ($14,550.00) DOLLARS , is to reimburse for unamortized brokerage commission paid.

IN WITNESS WHEREOF the parties have executed this Agreement as of the 8th day of July 2009.

THIS INDENTURE made to take effect as of the 1 ^st day of July 2007.

IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT

B E T W E E N:

DIETER SCHWARZ

(hereinafter called the "Landlord"),

 OF THE FIRST PART,

- and -

WIRELESS RONIN TECHNOLOGIES INC.

(hereinafter called the "Tenant"),

 OF THE SECOND PART.

WITNESSETH THAT:

SECTION 1.01 - Leased Premises

In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlord demises and leases to the Tenant a portion of those certain premises municipally known as Rhodes Business Centre, 4510 Rhodes Drive, Building #800, Windsor, Ontario, more particularly described in Schedule "A" attached hereto (herein called the "Business Centre"), being the entire Building 800containing an area of approximately fourteen thousand nine hundred thirty (14,930) square feet of the Business Centre, designated on the plan which is marked Schedule "B" attached hereto, (herein called the "Leased Premises" or "Demised Premises" or "Premises").

SECTION 1.02 - Term of Lease

TO HAVE AND TO HOLD the Leased Premises for and during the term of two (2) years (hereinafter called the "Term") from July 1, 2007 (hereinafter called the "Lease Commencement Date") and ending on June 30, 2009.

The Tenant covenants and agrees to pay unto the Landlord commencing July 1, 2007, a minimum rent for the Leased Premises, herein referred to as "Fixed Minimum Rent", in the amount of ONE HUNDRED NINETEEN THOUSAND FOUR HUNDRED FORTY ($119,440.08) DOLLARS and EIGHT CENTS per annum, payable in equal monthly instalments in advance of NINE THOUSAND NINE HUNDRED FIFTY THREE ($9,953.34) DOLLARS and THIRTY FOUR CENTS on   the first day of each month;

2.02.1   The Tenant acknowledges and agrees that except as otherwise set out in the Lease, it is intended that the Lease and the rentals payable hereunder are to be completely carefree and net to the Landlord and that the Landlord is not responsible for any costs, charges, expenses and outlays arising from or relating to the use and occupancy of the Leased Premises or the Business Centre, or of the contents thereof or the businesses carried on therein, save and except as specifically set out herein, and the Tenant shall pay, as Additional Rent, its proportionate share of all such charges, impositions, costs and expenses relating to the Leased Premises or the use and occupancy thereof (save and except the Landlord's mortgage payments and income taxes and Excluded Costs).  Without limiting the generality of the foregoing, the Tenant shall pay as Additional Rent, in monthly instalments in advance, on the basis of estimates provided by the Landlord (to be adjusted on an annual basis on the basis of the Landlord's operating statements) or otherwise as the Landlord designates, acting reasonably, the following:

The costs and expenses referred to in this Article shall include, but shall not be limited to, the total costs, charges and expenses incurred by the Landlord after completion of original construction for the operation, maintenance, repair, replacement and charges for the Business Centre, including but not limited to the heating, air conditioning and ventilating equipment, exterior roof, roof membrane, wall pavements, foundations, floor, mechanical, plumbing and electrical systems, fascia and pylon signs, and any and all directory boards, the cost of snow removal, gardening, landscaping, ice removal, garbage removal and litter control, wages paid and salaries of personnel (including benefits paid) to implement and maintain such services on the Common Facilities of the Business Centre. "Common Facilities" means all area, space, equipment and special services from time to time provided by the Landlord for the common or joint use and benefit of the occupants and tenants of the Business Centre, their employees, agents, servants, customers and other invitees, including without limiting the generality of the foregoing, parking areas, truck service ways or tunnels, loading docks, landscaped areas, courts, stairs, refuse bins, ramps, sidewalks and washrooms.  Despite the foregoing, no such costs shall include Excluded Costs.

The Tenant shall pay its proportionate share of the total cost of fire, public liability, boiler and rental income insurance to be placed by the Landlord on the Business Centre.  Such fire, public liability, boiler and rental income insurance may be in an amount and with such endorsements determined by the Landlord.  Such insurance policies shall contain all standard extended and supplemental coverage clauses as may be applicable or as may be required by the Landlord or any mortgagee, from time to time, of the Business Centre.

In addition, the Tenant shall pay to the Landlord a managerial and administrative fee in the amount equal to ten (10%) percent of all the sums payable pursuant to Section 2.02.

2.02.2                      Wherever the term "proportionate" share is used in this Lease, such term shall mean and be a fraction, the numerator of which is the area in square feet of the Leased Premises and the denominator of which shall be the area in square feet of the leasable premises in the Business Centre (measured in the same manner as the Premises), as it may be increased or decreased from time to time. The Landlord shall satisfy the reasonable requests of the Tenant, as to the method of calculation of the Additional Rent, within ninety (90) days of the Tenant's written request for the same.  The Tenant’s proportionate share on the signing of this Lease is 11.   The Tenant’s proportionate share on the signing of this Lease is 11.624%.

2.02.3                      Payment of the Additional Rent shall be subject to the Landlord's rights pursuant to Section 2.03.

SECTION 2.03 - Landlord's Right to Estimate

The Additional Rent provided to be paid in Section 2.02 shall be paid by monthly instalments in advance on the first day of each and every month of the Term hereof or any Renewal Term in an amount to be reasonably fixed from time to time by the Landlord as an estimate of actual expenses.  The Landlord shall, within ninety (90) days of the end of each calendar year within the Term hereof, submit to the Tenant a statement setting out the Business Centre total Additional Rent and charges and the Tenant's share thereof.  To the extent that the Tenant's share is greater than the amount actually paid by it, the Tenant shall forthwith upon receipt of the said statement pay such difference to the Landlord. In the event that the Tenant's share is less than the amount actually paid, the Landlord shall forthwith return such excess payment to the Tenant.   See #3 on Schedule “C”.

SECTION 2.04 - Additional Rent

The parties hereto agree that any money required to be paid in addition to the Fixed Minimum Rent or charges required to be paid by the Tenant (whether to the Landlord or third parties) under this Lease shall constitute Additional Rent for the Leased Premises whether or not the same be designated "Additional Rent" and the Tenant covenants to pay such Additional Rent and for the purposes hereof "Additional Rent" shall be collectable as Fixed Minimum Rent and the Landlord shall have the same remedies in respect of arrears of Additional Rent as it has in respect of arrears of Fixed Minimum Rent. If such amounts or charges are not paid at the time provided in this Lease, they shall nevertheless, if not paid when due, be collectable as Additional Rent with the next instalment of rent thereafter falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any other remedy of the Landlord.

SECTION 2.05 - Failure to Pay Fixed Minimum Rent or Additional Rent

If the Tenant fails to pay, when the same is due and payable, any Fixed Minimum Rent, Additional Rent or any other amount payable by the Tenant under this Lease, such unpaid amounts bear interest at an annual rate of fifteen (15%) percent per annum.

SECTION 2.06 - Rent Deposit

The Landlord acknowledges a deposit on hand in the amount of EIGHTEEN THOUSAND ONE HUNDRED FIFTY EIGHT ($18,158.77) DOLLARS and SEVENTY SEVEN CENTS which shall be applied against the last month of the Term.  No interest shall be added or paid on the said deposit for the benefit of the Tenant. In the event the Tenant defaults on any of the terms of this Lease, the Landlord shall keep the said deposit without prejudice or limitation of any of the Landlord's rights either at law or in equity.

SECTION 3.01 - Changes to Buildings and Parking Areas

During the Term of this Lease, and any Renewal Term, the Landlord hereby reserves the right at any time to construct additions to the buildings located at the Business Centre (other than the Premises) without compensation to the Tenant.

The Landlord shall use its best efforts not to unduly disturb the Tenant in the conduct of its business, it being understood that the work may be performed during business hours of the Tenant.

The Landlord further reserves the right to diminish the Common Facilities of the Business Centre provided that doing so does not adversely affect the Tenant’s ability to carry on it’s business operations in the Premises.

SECTION 3.02 - Parking Areas

The Tenant acknowledges that the parking areas located at the Business Centre are provided to the Tenant in common with the other tenants or their customers, and as such, the Tenant has no exclusive right to any parking spaces on or near the Leased Premises.

The Landlord will, in no way, be responsible for the policing and/or supervision of the parking spaces.  The Tenant accepts that its employees, agents, clients, customers and all others shall use the parking spaces at their own risk or that of the Tenant, and that the Landlord shall have the right to designate and restrict where the Tenant, its employees, agents, customers and all others may park their vehicles.

SECTION 4.01 - Use of Premises

The Tenant hereby covenants and agrees to use the Leased Premises to conduct the business of multi-media development and software development and training and for no other purpose whatsoever unless the Tenant first obtains the Landlord’s consent.

The Tenant shall not use or permit or suffer the use of the Leased Premises for any other business or purpose than is hereinbefore provided in this Section 4.01.

The Tenant further agrees not to carry on any business or sell any item on the Demised Premises which may be illegal or in violation of any zoning or licensing by-law of the City of Windsor or breach any restrictive covenant applicable to the Business Centre.  The Landlord represents and warrants that no restrictive covenants exists which would in any way restrict or limit the Tenant’s ability to use the Premises for the purposes specifically permitted by the terms of this Lease.

SECTION 4.02 - Municipal Compliance

The Tenant shall satisfy itself that the use of the Leased Premises as set out in Section 4.01 will comply with all licensing requirements of any municipal or regulatory authority and, in this regard the Landlord makes no warranty with respect to licensing matters.

SECTION 4.03 - Operation of Business

In operating it’s business in the Premises, the Tenant will do so in a reputable manner.

SECTION 5.01 - Installation by the Tenant

5.01.1   The Tenant shall not make or cause to be made any alterations, additions or improvements or install or cause to be installed any exterior signs, window lettering, floor covering, interior or exterior lighting, plumbing fixtures, shades, curtains, drapes or other window covering or awnings or make any changes to the building or the exterior of the Leased Premises without first obtaining the Landlord's written consent, which consent will not be unreasonably withheld.  The Tenant shall present to the Landlord plans and specifications in form, content and such detail as the Landlord may reasonably require for such work at the time approval is sought.  The Tenant covenants that any work that may be done in respect of the Leased Premises by or on behalf of the Tenant shall not materially conflict or interfere with any work being done or about to be done by the Landlord in or about the Business Centre, and the Tenant shall obtain all permits, licenses and final inspections in respect of any such work done by or on the Tenant's behalf in accordance with all municipal requirements.  Notwithstanding anything herein contained, the Tenant shall make no alterations, additions or improvements that are of a structural nature or that would lessen the value or leasable area of the Leased Premises or the Business Centre.  The Tenant agrees and covenants to obtain final inspection and approval by the municipality for any work performed at the Demised Premises for which municipal permits are required, and to provide a certificate of final approval to the Landlord, upon request.

5.01.2 The Landlord shall provide and install a Tenant identification panel on the Business Centre’s main directory board and the building directory board, the cost of which shall be included as Additional Rent and Charges pursuant to Section 2.02.

5.01.3 The Tenant will not place or allow to be placed or maintained on any exterior door, wall or window of the Leased Premises any sign, awning or canopy or advertising matter or other thing of any kind, without first obtaining the Landlord's written approval and consent.  The Tenant further agrees to install and maintain such sign, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved in good condition and repair at all times and in conforming with laws and regulations of governmental authority.

SECTION 5.02 - Removal by the Tenant

All alterations, additions and improvements made by the Tenant shall remain the property of the Tenant for the Term hereof, provided that during the Term of the Lease such alterations, additions and improvements (other than the Tenant’s trade fixtures) shall not be removed from the Leased Premises without prior consent in writing from the Landlord.  The Tenant shall not be required to remove any such alterations, additions or improvements upon the expiration or earlier termination of the Term.

SECTION 5.03 - Liens, Encumbrances and Other Interests

The Tenant shall not suffer or permit any construction or other liens to be filed or placed or exist against the Demised Premises, the leasehold interest of the Tenant or the Business Centre by reason of work, labour, services or materials supplied or claimed to have been supplied to the Tenant or anyone holding the Leased Premises or any part thereof through or under the Tenant. If any construction lien shall at any time be filed against the Leased Premises, the Tenant shall cause the same to be discharged and registered within thirty (30) days after the date the Tenant becomes aware of the same, failing which the Landlord may terminate this Lease on thirty (30) days written notice to the Tenant to cure such default or the Landlord may, but shall not be obligated to, discharge the same by procuring the discharge of such lien by deposit of money with court.  Any amount paid by the Landlord for any of the aforesaid purposes or for the satisfaction of any other lien, not caused or claimed to be caused by the Landlord, and all reasonable legal and other expenses of the Landlord, including reasonable counsel fees, in defending any such action or in or about procuring the discharge of such lien, with all necessary disbursements in connection therewith, with interests thereon at the rate of fifteen (15%) per cent per annum from the date of payment shall be repaid by the Tenant on demand, and if unpaid may be treated as Additional Rent as provided in this Lease.  The foregoing shall in no way limit the Landlord's remedies and actions at law, for damages or otherwise.

SECTION 6.01 - Maintenance and Repair by the Tenant

The Tenant covenants with the Landlord that, throughout the Term of the Lease and any renewals, it shall maintain and repair the whole of the Leased Premises (including exterior entrances and all glass and show windows and frames) and all fixtures and equipment therein in good order and repair as determined by the Landlord, acting reasonably, damage by fire, lightning and tempest and the exceptions in #4 on Schedule “C” only excepted.

The Tenant, during the Term of the Lease, and any renewal terms, shall maintain, and repair, as when necessary the interior of the Demised Premises including but not limited to all heating, cooling, ventilating and mechanical, plumbing and electrical facilities exclusively serving the Demised Premises but excluding the roof-top heating and air conditioning units (the Landlord electing to be responsible for the maintenance, repairs and replacement of same.)  Further, the Tenant shall enter into pest control agreements as approved and recommended by the Landlord   The Landlord shall carry out all maintenance, repairs and replacement the heating, ventilation and air conditioning equipment serving the Leased Premises and the Business Centre the cost of which shall be included in Additional Rent & Charges pursuant to Section 2.02.  The Tenant shall enjoy the benefit of any manufacturers' warranties.

All work performed on the Leased Premises pursuant to this Lease, or authorized by this Lease, whether by the Landlord or the Tenant shall be performed diligently and done in good and workmanlike manner, and only with materials of good quality.  The Tenant shall make all alterations, additions or repairs to the Leased Premises or the improvements or facilities erected on the Leased Premises required by and in accordance with the provisions of any valid law, ordinance, statute, order or regulation now or hereafter made or issued by any federal, provincial, county, local or other governmental agency or entity, and shall observe and comply with all valid laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the Leased Premises, Business Centre, or the improvements of facilities erected on the Leased Premises by any federal, provincial, county, local or other governmental agency or entity.   See #5 on Schedule “C”.

SECTION 6.02 - Repair by the Landlord

If, after reasonable notice given by the Landlord to the Tenant, the Tenant refuses or neglects to repair properly and promptly as required hereunder and to the reasonable satisfaction of the Landlord, the Landlord may make such repairs without liability to the Tenant for any loss or damage that may accrue to the Tenant's merchandise, fixtures or other property or to the Tenant's business by reason thereof, and upon completion thereof the Tenant shall pay the Landlord's costs for making such repairs plus fifteen (15%) percent for overhead, upon presentation of a bill therefor, as Additional Rent. Said bill shall include interest at fifteen (15%) percent per annum on said cost, as and from the date the Tenant receives the bill from the Landlord.

SECTION 6.03 - Surrender of Premises

The Tenant covenants that, upon the termination of this Lease, it will leave the Leased Premises in the state of repair required by this Lease to be maintained by the Tenant and the Tenant shall surrender all locks and keys for the Leased Premises to the Landlord at the place then fixed for the payment of rent.  The Tenant's obligations to observe or perform this covenant shall survive the expiration or other termination of the Term of this Lease.

SECTION 6.04 - Rules and Regulations

The Tenant agrees as follows:

The Tenant shall comply with and shall cause any person subject to the Tenant to comply with all reasonable rules and regulations made by the Landlord from time to time with respect to the use and occupation of the Premises, provided that such rules and regulations shall not be inconsistent with any of the provisions of this Lease.

SECTION 6.05 - Landlord's Approval of the Tenant's Repairs

The Tenant shall not make any repairs, alterations, replacements, decorations or improvements to any part of the Leased Premises without first obtaining the Landlord's written approval.  The Tenant shall submit to the Landlord:

SECTION 7.01 - Liability Insurance

The Tenant shall, during the entire Term hereof and any renewals, keep in full force and effect, at its own expense, a policy of public liability and property damage insurance with companies qualified to do business in the Province of Ontario with respect to the Leased Premises, in which the limits of public liability shall be not be less than One Million ($1,000,000.00) Dollars.

SECTION 7.02 - Fire Insurance

The Tenant shall pay its proportionate share, as defined in Article II hereof, of the total cost of fire, public liability, boiler and rental income insurance to be placed by the Landlord on the Business Centre.  Such fire, public liability, boiler and rental income insurance may be in an amount and with such endorsements determined by the Landlord.  Such insurance policies shall contain all standard extended and supplemental coverage clauses as may be applicable or as may be required by the Landlord or any mortgagee, from time to time, of the Business Centre.

SECTION 7.03 - Increase in Fire Insurance Premium

The Tenant covenants with the Landlord that the Tenant will not do or omit or permit to be done or omitted upon the Leased Premises anything which shall be or result in a nuisance or which shall cause any increase of premium for the fire, boiler or casualty rates on the Leased Premises or the Business Centre or any part thereof and the Tenant shall pay such additional premium on the fire, boiler or casualty insurance policies in the event of any such increases, and the additional premium shall be collectable as Additional Rent. In determining whether increased premiums are a result of the Tenant's use or occupancy of the Leased Premises, or the sale of any article therein or there from a schedule issued by the organization setting the insurance rate on the Business Centre, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up such rate.  The Tenant shall comply promptly with all reasonable requirements of any underwriters association or of any insurer now or hereafter in effect, pertaining to or affecting the Leased Premises.  The Landlord represents and warrants that the Tenant’s use of the Premises as permitted by this Lease will not cause any such increase.

If notice of cancellation shall be given respecting any insurance policy or if any insurance policy upon the Leased Premises or the Business Centre or any part thereof shall be cancelled or refused to be renewed by an insurer by reason of the use or occupation of the Leased Premises or any part thereof or the acts or omissions of the Tenant, the Tenant shall forthwith remedy or rectify such use or occupation upon being requested to do so in writing by the Landlord, and if the Tenant shall fail to do so within one (1) business day of such written request, the Landlord shall have the right to enter the Leased Premises and rectify the situation, without liability to the Tenant for any loss or damage occasioned by such entry and rectification, or shall be entitled to hold the Tenant liable for any damage or loss resulting from such cancellation or refusal, or the Landlord may at its option terminate this Lease forthwith by leaving upon the Leased Premises notice in writing and thereupon rent and any other payments for which the Tenant is liable under this Lease shall be apportioned and paid in full to the date of such termination of the Lease, and together with an amount equal to the Fixed Minimum Rent payable under paragraph 2.01 hereof for a period of three (3) months as liquidated damages, and the Tenant shall immediately deliver up possession of the Leased Premises to the Landlord. Bills for such additional premiums shall be rendered by the Landlord to the Tenant at such times as the Landlord may elect, and shall be due from, and payable by the Tenant within (30)  thirty days of when rendered, and the amount thereof shall be deemed to be, and be paid as Additional Rent.

SECTION 7.04 - Plate Glass

The Tenant shall replace any damaged glass (including glass doors) in the Leased Premises.

SECTION 7.05 - Other Insurance

The Tenant hereby authorizes the Landlord to purchase such other policies of insurance (including but not limited to loss of income insurance) as may reasonably be carried by a prudent owner of a building or a mortgagee thereof and the Tenant hereby agrees to pay its proportionate share of the costs of such insurance.

SECTION 7.06 - Policies

A Company shall issue all policies of insurance to be procured or companies authorized to do business in the Province of Ontario.  The Landlord and his Agent, if applicable, shall be named as additional insured in all policies purchased by the Tenant and the interest of all mortgagees shall be noted therein.  The Tenant shall deliver to the Landlord, prior to the Tenant taking possession of the Leased Premises, certificates of insurance which shall contain a clause requiring the insurer to give the Landlord written notice of cancellation of such policies.  The Tenant shall only be required to use all reasonable efforts to obtain a waiver of subrogation in favour of the Landlord, the mortgagees and those for whom they are in law responsible, from the Tenant's insurers.

Unless caused by the negligence or wilful act of the Landlord or the Landlord’s employees, the Tenant will indemnify the Landlord and save it harmless from and against any and all claims, actions, damages, liabilities and expenses in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Leased Premises, the occupancy or use by the Tenant of the Leased Premises, or any part thereof, or occasioned wholly or in part by any act or omission or negligence of the Tenant, its agents, contractors, employees, servants, licensees or invitees or the Landlord.  In case the Landlord shall, without fault on its part, in circumstances where the Tenant must indemnify the Landlord, be made party to any litigation commenced by or against the Tenant, then the Tenant shall protect and hold the Landlord harmless and shall pay all reasonable costs, expenses and solicitors and counsel fees, on a solicitor and his own client basis, incurred or paid by the Landlord in connection with such litigation.   See #6 on Schedule “C”.

SECTION 8.01 - Utilities

The Landlord, at its option and expense, may install separate meters for the Leased Premises in which event the Tenant shall pay all charges for heat, water, gas, electricity or any other utility used or consumed in the Leased Premises. In the event that the Tenant fails to make such payment within fifteen (15) days of receipt of notice, the Landlord may make the required payments after which the payment shall be collected as Additional Rent. If the Landlord does not exercise its option to install separate metres for the Leased Premises, the Tenant shall pay its proportionate share of utilities in accordance with Section 2.02.2.  The Landlord shall not be liable for any injury to the Tenant, its servants, agents, employees, customers and invitees or for any injury or damage to the Leased Premises or to any property of the Tenant, or to any property of any other person, firm or corporation on or about the Leased Premises or to Tenant's business caused by an interruption or failure in the supply of any such utilities to the Leased Premises.

SECTION 8.02 - Tenant Not to Overload Facilities

SECTION 9.01 - Acknowledgement of Tenancy

If acknowledgement of tenancy shall be required by the Tenant or Landlord, the other party agrees to e