THIS LEASE (" Lease ") has been entered into as of January 1, 2009, between Joseph E. Royce, an individual whose address is 52 Old Orchard Lane, Scarsdale, New York 10583, (" Landlord "), and TBS Shipping Services Inc., chartered under the laws of the State of New York with offices at 612 East Grassy Sprain Road, Yonkers, New York 10710 (" Tenant ").

W I T N E S S E T H :

WHEREAS , Landlord is the owner of that certain piece or parcel of land located at 612 East Grassy Sprain Road, Yonkers, New York 10710 also known as "Treetops" which consists of approximately six (6) ± acres including parking lots, roadways, lawns and landscaping (“ Property ”) more particularly described on Exhibit A ; and

WHEREAS , The Property consists of (i) a Main Building containing three (3) stories of approximately 10,000 square feet and (ii) a Carriage House containing 1.5 stories of approximately 5,000 square feet and Tenant desires to lease one hundred (100%) percent of the space in said building (“ Building ”).

NOW THEREFORE , in consideration of the promises and covenants contained herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Landlord and Tenant do hereby agree as follows:

1. Property . Landlord hereby leases the Property and appurtenances thereto, to the Tenant, and Tenant hereby rents the Property and appurtenances thereto, from the Landlord, all on the terms and conditions of this Lease. Landlord represents to Tenant that the Property is vacant, contiguous to and with direct legal access through a legal curb cut to a publicly accepted street known as East Grassy Sprain Road and a separate, distinct and legal tax and subdivision lot. It is the intention of the parties that Landlord shall lease the Property and all appurtenances thereto, to Tenant and that Tenant may thereafter, during the Term, at Tenant’s cost and expense, perform any work, alterations, decorations, installations, additions, improvements, repairs or restorations to the Property (“ Tenant’s Work” ) for Tenant’s purposes. At Tenant’s sole cost, Landlord agrees to cooperate with Tenant (including signing applications) in obtaining any necessary permits for any Tenant’s Work that Tenant is permitted to make hereunder. The Property is to be leased to Tenant at a Fixed Rent (subject to escalation) which is intended to be a net rent to Landlord, subject, however, to certain obligations of Landlord more particularly set forth herein.

1.1. Tenant’s Due Diligence Contingency. INTENTIONALLY OMITTED.

2. Lease Term . The " Term " of the Lease is for one (1) year commencing as of January 1, 2009 (" Commencement Date ") and terminating December 31, 2009 (" Termination Date "). Provided that Tenant is not in default at the time of exercise following the receipt of notice and expiration of any applicable cure periods, Tenant shall have five (5) renewal option periods of one (1) year each, all on the same terms and conditions contained herein. If Tenant shall elect to exercise its right to renew the Term, Tenant shall give notice to Landlord of such election not later than that date which is three (3) months preceding the Termination Date of the Term as then in effect. Upon the giving of such notice in a timely fashion, the Term shall be deemed renewed, such renewal Term to begin immediately upon the occurrence of the Termination Date as then in effect. Notwithstanding the preceding, if Tenant shall fail to give notice of renewal as and when required herein, Landlord shall give a notice to Tenant advising that Tenant has failed to exercise its renewal rights herein, and Tenant shall thereafter have an additional thirty (30) days following receipt of Landlord’s notice in which to exercise the renewal rights. The “Term” as used herein shall include, as the context may require, any and all renewal option periods.

3. Rent. The obligation to pay Rent and the commencement of the Term of the Lease shall be as of the date of this Lease. Rent for any partial month at the beginning or end of the Term shall be apportioned based upon the number of days elapsed versus the number of days in the applicable month. Tenant will pay the following two types of Rent:

3.1.1 Fixed Rent . Tenant shall pay " Fixed Rent " to the Landlord in equal monthly installments, on the first day of each month, in advance, at the address first set forth above for the Landlord as follows:

(a) during the and in respect of the period from the Commencement Date of this Lease, a yearly amount equal to Two Hundred Forty Thousand and 00/100 ($240,000.00) Dollars payable in equal monthly installments of Twenty Thousand and 00/100 ($20,000.00) Dollars;

(b) INTENTIONALLY OMITTED

3.1.2 Additional Rent . All other sums Tenant must pay to Landlord under this Lease are, in the aggregate, the " Additional Rent ," which will be due and payable as provided throughout this Lease. Tenant will pay promptly when due and payable, one hundred percent (100%) of the Operating Expenses and Taxes of the Property which are applicable at any time during the Term of this Lease as Additional Rent. All such Operating Expenses and Taxes shall be pro-rated for the partial month in which the Commencement Date and Termination Date occur, if applicable.

For purposes hereof, " Operating Expenses " will mean (i) all utilities consumed by Tenant at the Property, including without limitation, those for sewer, water, heat, gas, oil, electricity, power and air conditioning (to the extent present at the Property); (ii) Tenant’s maintenance and repair of the Building and improvements at the Property, including but not limited to all regular and seasonal Property landscape and maintenance costs, snow plowing, parking lot maintenance and similar Property maintenance repair costs; (iii) the insurance of the Property carried by Tenant; (iv) ADT or similar security/alarm system service for the Building; (v) sprinkler monitoring service for the Building; and (vi) private garbage removal service. Tenant shall pay all Operating Expenses directly to the entity providing or charging for the same, and with respect to those incurred by Landlord pursuant to the terms hereof, directly to Landlord. Landlord represents and agrees that no party other than the Tenant shall have rights to or use of the Property or any of the utility or other systems thereon, thus resulting in all Operating Expenses being incurred for the sole benefit of the Tenant.

For purposes hereof, " Taxes " will mean all real property taxes, assessments, sewer and water use charges imposed upon the Property by the City of Yonkers and County of Westchester. Excluded from the definition of Taxes are income, inheritance, succession, estate, gift, franchise or transfer taxes, and any and all special assessments attributable to the initial improvements of the Property (i.e. any special assessments for utility lines or sidewalks associated with the initial improvement of the Property by Landlord). Landlord shall deliver all Tax bills directly to Tenant no later than ten (10) days after receipt thereof by Landlord, or Tenant may have Tax bills sent directly to Tenant for payment and Tenant shall pay the same directly to the assessing authority. If Landlord shall fail to deliver such Tax bills to Tenant as and when required, Landlord shall pay all penalties and other costs resulting from the late payment thereof by Tenant. Tenant agrees that it shall pay such Tax bills timely given to Tenant on or before the due date therefor. Notwithstanding the above, Tenant shall have the right to contest Taxes imposed pursuant to the terms hereof, and to not pay such Taxes or to only pay a portion thereof during the pendency of such challenge, provided Tenant pays any costs, interest and/or penalties imposed by the taxing authority and indemnifies Landlord against any loss, cost or expenses incurred by Landlord in connection therewith.

3.1.3 Rent Abatement . INTENTIONALLY OMITTED

4. Condition of Property .

4.1 Readying the Property and Building for the Tenant . Tenant has inspected the Property and takes the Property in “as is” condition.

4.2 Tenant’s Work. During the Term Tenant may not perform any work, alterations, installations, additions, improvements, structural repairs or restorations to the Property (“ Tenant’s Work” ) without the prior written consent of Landlord which (i) in the case of alterations, additions, installations or improvements of a structural nature or involving the Building systems, may be granted or withheld by Landlord in its sole and absolute discretion and (ii) in the case of alterations or improvements of a non-structural nature or not involving Building systems, shall not be unreasonably withheld or delayed. In connection with such consent, Tenant shall submit to Landlord such detailed plans, specifications, drawings and other materials reasonably requested by Landlord. Tenant may make such non-structural alterations and perform work of a decorative nature without Landlord’s prior written consent. At Tenant’s sole cost, Landlord agrees to cooperate with Tenant (including signing applications) in obtaining any necessary permits for any Tenant’s Work that Tenant is permitted to make hereunder. In all cases the Tenant’s Work shall be performed at Tenant’s sole cost and expense and by contractors selected by Tenant. Tenant agrees that the Tenant’s plans and specifications shall be in compliance with applicable laws, rules and regulations, that Tenant shall not commence construction until it obtains (if required) a building permit for Tenant’s Work, and that such Tenant’s Work shall be performed in accordance with the building permit, in compliance with applicable law and in accordance with the Tenant’s plans and specifications. As a condition of approving such Tenant's Work the Landlord may require the Tenant to maintain such additional insurance coverages (in addition to those required in Article 8 hereof) as the Landlord may reasonably require.

5. Landlord Representations as Inducement To Tenant to Sign This Lease . In order to induce Tenant to enter into this Lease and to perform the Tenant’s Work, Landlord represents and warrants to Tenant that:

With Respect to Landlord and the Transaction.

5.1 Formation . Landlord is an individual and has not been involved as a debtor in a loan default or credit workout scenario with Tenant.

5.2 Power and Authority . Landlord has full power and authority to execute and deliver this Lease and to perform all of its obligations hereunder.

5.3 Due Authorization . This Lease has been duly authorized, executed and delivered by Landlord and constitutes a legal, valid and binding agreement of Landlord, enforceable against Landlord in accordance with its terms.

5.4 Consent and Compliance . All regulatory consents, authorizations, approvals and filings required of Landlord by any federal, state or local law, rule or regulation for the execution and delivery of this Lease and the performance of Landlord’s obligations herein have been obtained or made except for the land use permits and approvals expressly set forth herein as being required to be obtained or performed subsequent to the execution and delivery of this Lease; and the execution and delivery of this Lease by Landlord and the performance by Landlord of its obligations herein and contemplated hereby do not violate any present Federal, State or local law, rule or regulation, or conflict with or result in a breach of the provisions of, or constitute a default under any indenture, franchise, permit, license, note, agreement or other instrument to which Landlord is a party or by which Landlord.

5.5 Solvency . Landlord is solvent, and there has been no petition in bankruptcy, whether voluntary or involuntary, nor has there been any assignment for the benefit of creditors filed under the bankruptcy or insolvency laws of the United States or any state thereof or any action brought under the aforesaid bankruptcy or insolvency being against or with respect to Landlord, and Landlord represents and warrants that it has sufficient funds to perform its obligations hereunder.

With Respect to Title .

5.6 Record Title . Landlord is the sole owner of the Property.

5.7 Condition of Title . Except for the matters set forth on Exhibit B hereto (" Permitted Title Exceptions "), Landlord has good and marketable, indefeasible, absolute fee simple title to the Property free and clear of all defects, mortgages, deeds of trust, security interests, liens, encumbrances, easements, covenants, restrictions, reservations, conditions, encroachments, and any other matters or defects whatsoever.

5.8 Matters of Survey . No state of facts exist which would be revealed by a careful inspection or survey of the Property would cause the condition of title not to be as described above. If in the possession of Landlord or its agents, Landlord shall deliver to Tenant, at time of execution of this lease, an “as built” survey of the Property showing all improvements thereon and the location of all parking spaces and utility lines.

5.9 Separate Parcels . The parcel of land that constitutes the Property is a separately assessed and identified parcel for purposes of real estate taxation and land use laws (including, without limitation, subdivision and zoning laws), and receives a separate tax bill. Landlord agrees that (a) the Property shall at all times remain a separate and distinct parcel and at no time in the future shall the Property be included with any other parcels; and (b) that no other property surrounding the Property shall have any rights to use any portion of the Property for any purpose.

5.10. Public Access . The Property has unlimited contiguous access to and from East Grassy Sprain Road, a publicly dedicated and accepted City of Yonkers maintained street, without crossing any other lands and Landlord and Tenant have no responsibility for maintenance of such street, but Tenant shall have the obligation to maintain the parking lot located on of the Property. Landlord has no knowledge of any pending changes to such street, including, without limitation, modification to size, location, grading and paving, expansion or extension.

With Respect to the Condition of the Property

5.11 Condition of Building and Improvements . To the best knowledge of landlord, the Building and other improvements are structurally sound and good and fully operating condition, fit for the purposes for which the same were constructed, subject, however, to any improvements to be performed by the Tenant.

5.12 Public Utilities . Adequate supplies of all public utilities, including without limitation water, sewer, gas, electric, telephone, and drainage facilities and other utilities required by law or by the normal use and operation of the Property are installed and connected with the Building pursuant to valid permits and without cost to Tenant, and will be adequate to serve the Property and Building and to permit full compliance with all requirements of law and normal usage of the Property and Building by the occupants thereof and their licensees and invitees. With the possible exception of water, which may enter the Property and connect to the Building from the municipal parking lot at the rear of the Property, no such utilities cross other property, and all such utilities enter the Property directly from Purchase Street. All such utilities are “live” to the Building and ready for Tenant to hook into from a utility cabinet within the Building.

5.13 Compliance Issues . No proceeding is pending or, to the best of Landlord’s knowledge, is threatened, nor do any state of facts exist which could, with the passage of time, result in the revocation or a limitation of any licenses, qualifications, permits, franchises, zoning variances and other governmental approvals and authorizations associated with the Property.

5.14 Zoning . The applicable Zoning Regulations permit the property to be used for commercial office space.

5.15 Flood and Inland Wetland Zones . The Property is not located in a flood zone or inland wetland area. Attached hereto is a FNIS Flood Services flood hazard determination.

5.16 Legal Compliance . To the best knowledge of Landlord, the Property and the present and past uses thereof and all present and past operations therein are and were in full compliance with all local, state and federal laws, rules and regulations applicable to the Property or the uses thereof. Landlord has no knowledge of any condemnation, environmental, zoning, land use, or other proceedings, either instituted or planned to be instituted, which would affect the use and operation of the Property for Tenant’s intended purpose or the value of the Property, nor has Landlord received any notice of any special assessment proceedings affecting the Property. Landlord has no notice of any governmental body, or other party claiming or requiring, or calling attention to the need for, any work, repairs, construction, alterations or installation on or in connection with the Property, which has not been complied with.

5.17 Litigation . There is no (i) action, dispute, claim, litigation, proceeding, labor dispute, arbitration, investigation or other proceeding at law or in equity pending or, to the best of Landlord’s knowledge, threatened against Landlord with respect to the Property or otherwise relating to the transactions contemplated by this Lease, and Landlord knows of no basis for any such action relative to the Property or such transactions; and (ii) there are no decrees, injunctions or orders of any court or governmental department or agency outstanding against Landlord with respect to the Property or the Property.

With Respect to Environmental Matters .

5.18 Compliance . The Property is in compliance with and has no liability or obligation arising under applicable federal, state and local laws pertaining to air and water quality, solid waste, hazardous materials, worker and community right-to-know, hazardous materials, toxic substance control, radioactive material management and disposal and any other environmental laws, and the Landlord has not received any notice from any applicable governmental agency seeking any information or alleging any violation of such environmental laws.

5.19 Hazardous Materials/Underground Tanks . Landlord has not caused or permitted any uses of the Property (or any other real property of which the Property has been a part within the preceding three (3) years, to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process any hazardous materials or solid waste and has not caused or permitted and has no knowledge of the release of any such hazardous materials on-site or off site of the Property. The Property does not, to the best of Landlord’s knowledge, contain any hazardous materials and no such materials are located on, in or under the Property. No underground storage tanks exist on the Property. No condition, circumstance, or set of facts exists with respect to the Property which constitutes a significant hazard to health, safety, property or the environment.

6. Transfer of Interest . (a) Landlord shall promptly notify Tenant in writing if Landlord shall convey the title to the Property to a new owner, giving the name and address of the new owner and instructions regarding the payment of rent. If Landlord does not so notify Tenant of a conveyance, Tenant may continue to pay Rent and other amounts due hereunder to the party to whom Tenant has been making payment and such payments shall be deemed to have been properly made to the correct party. In the event of any such transfer of title of Landlord in and to the Property or any part thereof, whether voluntary or involuntary, or by act of Landlord or by operation of law, Tenant shall be under no obligation to pay Rents or other charges thereafter accruing until Tenant shall have been notified in writing by Landlord of such change in title, at which time any Rents not so paid shall be immediately due and payable.

(b) If during the term hereof Landlord's interest in this Lease shall be acquired by more than one person, firm, corporation, or other entity, whether by conveyance, operation of law or otherwise, Landlord shall by notice to Tenant signed by all of the then Landlords hereunder appoint one such Landlord to whom Rent and all charges hereunder may be paid by Tenant and upon whom all notices which Tenant may give hereunder may be served. Until such appointment shall be made, Tenant shall be authorized from time to time to select any one of such Landlords and to pay all Rent and all charges coming due hereunder to, and serve all notices upon, the Landlord so selected until such time as such appointment shall have been made as aforesaid. The service of any notice upon and the payment of any Rent or other charges to the appointed or selected lessor as herein provided shall constitute service of notice upon, and payment of Rent or other charges to, Landlord.

7. Maintenance and Repair Obligations .

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