OFFICE LEASE

THIS LEASE is made on this 16th day of October, 2008 (the " Effective Date "), by and between ALCO CITYSIDE FEDERAL LLC , a Rhode Island limited liability company (the " Landlord "), and UNITED NATURAL FOODS, INC., a Delaware corporation (the " Tenant ").

IN CONSIDERATION of the agreements and covenants hereinafter set forth, Landlord and Tenant mutually agree as follows:

1.1           As used herein, the following terms shall have the following meanings:

" Base Operating Costs " means Operating Costs incurred for the 2009 calendar year (the " Base Year ").  If less than 95% of the rentable square feet in the Project is occupied by tenants or Landlord is not supplying services to 95% of the rentable square feet of the Project at any time during any calendar year (including the Base Year), then Operating Costs for such calendar year shall be an amount equal to the Operating Costs which would normally be expected to be incurred using reasonable projections and reasonable extrapolations from existing cost data had 95% of the Project’s rentable square feet been occupied and had Landlord been supplying services to 95% of the Project’s rentable square feet throughout such calendar year.

" Base Rent " has the meaning given it in subsection 4.1.

" Base Taxes " means Taxes on the Building and the underlying tax parcel incurred for the state fiscal tax year in which (i) the Building is first re-assessed to reflect the Landlord's rehabilitation and conversion of the Building and the related improvements, and (ii) 95% of the Building’s rentable square feet has been occupied.

" Building " means the building located at 317 Iron Horse Way in Providence, Rhode Island, and commonly known as American Locomotive Works, consisting of two buildings known as “Building #51” (containing approximately 90,000 rentable square feet of space) and “Building #52” (containing approximately 40,737 rentable square feet of space).  The Building is more particularly shown on Exhibit A , subject to adjustment from time to time.

" Building Service Equipment " means all apparatus, machinery, devices, fixtures, appurtenances, equipment and personal property now or hereafter located on the Premises and owned by the Landlord.

" Common Areas " means those areas and facilities of the Building and/or Project which may be designated by the Landlord from time to time as common areas (portions of which may from time to time be relocated and/or reconfigured by the Landlord in its sole discretion so long as reasonable access (ingress and egress) to and from the Premises and Parking Areas is maintained, the number of allocated parking spaces as set forth in Section 6.5.3(b) below is maintained and visibility of the Premises is not materially adversely affected), which Common Areas include footways, sidewalks, Parking Areas, lobbies, elevators, stairwells, corridors, restrooms, and certain exterior areas on the Project (and/or the Building), subject, however, to the Rules and Regulations.

" Default Rate " means an annual floating rate of interest equal to two (2) percentage points in excess of the prime rate of interest as announced from time to time by Bank of America, or its successor.  In no event shall the default rate be less than eight (8) percent.

" Insurance Premiums " means the aggregate of any and all premiums paid by the Landlord for hazard, liability, loss-of-rent, workers’ compensation, boiler and machinery or similar insurance upon any or all of the Project.

" Landlord " means the Person hereinabove named as such and its successors and assigns.

" Lease Year " means (a) the period commencing on the Rent Commencement Date and terminating at 11:59 p.m. on the first anniversary of the last day of the month in which the Rent Commencement Date occurs, and (b) each successive period of twelve (12) calendar months thereafter during the Term.

" Legal Requirements " means all laws, statutes, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, whether now or hereafter in force, including but not limited to The Americans with Disabilities Act, 42 U.S.C. §12101 et. seq., and the ADA Disability Guidelines promulgated with respect thereto and the rules and regulations of the National Board of Fire Underwriters or other bodies exercising similar functions."

" Operating Costs " means any and all costs and expenses incurred by the Landlord for services performed by the Landlord or by others on behalf of the Landlord with respect to the operation and maintenance of the Premises, Building, the Project, and the Common Areas located therein and serving or allocable to the Premises (including the Parking Areas) in a manner deemed reasonable and appropriate by Landlord, including, without limitation, all costs and expenses of:

Notwithstanding the foregoing, the following items shall be excluded from Operating Expenses:

" Operating Year " means each respective calendar year or part thereof during the Term, or, at the Landlord's option, any other 12-month period or part thereof designated by the Landlord during the Term.

" Parking Areas " means those portions of the Common Areas or other areas under Landlord’s control which from time to time are designated by the Landlord for the parking of automobiles and other automotive vehicles while engaged in business upon the Premises (other than while being used to make deliveries to and from the Premises).

" Person " means a natural person, a trustee, a corporation, a limited liability company, a partnership and/or any other form of legal entity.

" Premises " means that certain space having a Rentable Area of 52,560 square feet and located on the first and second floor of Building #52 and the second floor of Building #51 of the Building, as more particularly depicted on Exhibit B ; provided, that if at any time hereafter any portion of the Premises becomes no longer subject to this Lease, "Premises" shall thereafter mean so much thereof as remains subject to this Lease.

" Project " means that certain project located in Providence, Rhode Island known as American Locomotive Works containing the Building thereon.  The Project is more particularly shown on Exhibit A .

" Rent " means all Base Rent and all Additional Rent.

" Rentable Area " means the rentable area of the Premises as determined hereinafter.  Landlord’s architect shall verify the Rentable Area of the Premises using the "Standard Method for Measuring Floor Area in Office Buildings", ANSI/BOMA Z65.1-1996 and provide Tenant with the calculations.  After completion of Landlord's Work, the Tenant shall have the right to verify the usable square feet of the Premises at the Tenant's sole cost.  Once the Rentable Area of the Premises has been verified and jointly agreed to, the parties shall enter into a confirmation agreement setting forth (i) the area of the Premises, (ii) the calculation of the Base Rent and (iii) the Tenants' Proportionate Share.

" Rules and Regulations " means the reasonable rules and regulations having uniform applicability to all tenants of the Project (subject to their respective leases) and governing their use and enjoyment of the Project; provided that such rules and regulations shall not materially interfere with the Tenant’s use and enjoyment of the Premises in accordance with this Lease for its uses as permitted hereunder.

" Tax Year " means the 12-month period beginning July 1 of each year or such other 12-month period (deemed for the purposes of this Lease to have 365 days) established as a real estate tax year by the taxing authority having lawful jurisdiction over the Project.

" Taxes " means the aggregate of any and all real property and other taxes, metropolitan district charges, front-foot benefit assessments, special assessments and other taxes or public or private assessments or charges levied against any or all of the tax parcel containing the Premises.  If any tax or assessment is payable over a period of time, only that portion of such tax or assessment due within the Term shall be included in Taxes.

" Tenant " means the Person hereinabove named as such and its successors and permitted assigns hereunder.

" Tenant Delay " means a delay in the completion of Landlord’s Work if and to the extent caused by any or all of the following: (i) Tenant’s failure to timely comply with the requirements set forth in the Schedule of Deliveries (as defined in Section 10.1.1.) or respond to any requests for approval within five (5) calendar days; or (ii) Tenant’s request for change orders in accordance with Section 10.1.2 hereof; provided that Landlord may determine that a single or several Tenant change orders may not cause a Tenant Delay but that an aggregate of change orders does cause a Tenant Delay.  Landlord shall notify Tenant when an aggregate of change orders will cause a Tenant Delay within five (5) calendar days of the time Tenant submits the change order that would cause the Tenant Delay.

" Tenant's Proportionate Share " means a fraction, the numerator of which is the Rentable Area and the denominator of which is the number of square feet in the Building, the Project or such other areas as Landlord may in good faith deem reasonably appropriate, subject to adjustment from time to time as such areas may change.  The parties acknowledge that certain expenses should and will be allocated by Landlord among the tenants of the Project based on such tenant’s particular use.  For example, retail tenants may be allocated a greater share of the water charges and office tenants may be allocated a greater share of the janitorial expenses.  Landlord reserves the right to adjust Tenant’s Proportionate Share accordingly in order to allocate the Operating Costs and Taxes for the Project such that Tenant’s Proportionate Share will vary depending upon the type of expense being allocated.

" Tenant's Share of Increased Operating Costs " shall be the amount of (i) the Operating Costs for the Operating Year in question less the Base Operating Costs multiplied by (ii) the Tenant's Proportionate Share.

" Tenant's Share of Increased Taxes " shall be the amount of (i) the Taxes for the Tax Year in question less the Base Taxes multiplied by (ii) the Tenant's Proportionate Share.

“ Tenant Electric ” means electric current supplied to or used in the Premises, including, but not limited to lights, outlets, VAV boxes with or without electric heat, air handling units, compressors for air handling units, non-central plant HVAC, any primary electric service charge and any specialized HVAC equipment serving the Premises.

" Term " means the Original Term plus any exercised renewals thereof.

2.1           The Landlord hereby leases to the Tenant, and the Tenant hereby leases from the Landlord, the Premises, together with the right to use, in common with others, the Common Areas.

2.2           If and when Landlord receives a bona fide prospect or request for proposal for office space in Building #51 or Building #52 contiguous to the Premises (the “Additional Space”) from any party other than the current tenant, and provided that there then exists no default by Tenant beyond all applicable notice and cure periods, and that Tenant is the sole occupant of the Premises, and subject to the rights of any existing tenants, Tenant shall have the right of first offer to lease all of the Additional Space, subject to the following:

(a)           Landlord shall notify Tenant when Landlord receives a bona fide prospect or request for proposal for the Additional Space by any party other than the tenant then in occupancy of the Additional Space, and Tenant shall have five (5) business days following receipt of such notice within which to notify Landlord in writing (e-mail notification shall be acceptable) that Tenant is interested in negotiating terms for leasing such Additional Space and to have its offer considered by Landlord prior to the leasing by Landlord of the Additional Space to a third party.  If Tenant notifies Landlord within such time period that Tenant is so interested, then Landlord and Tenant shall have fifteen (15) business days following Landlord’s receipt of such notice from Tenant within which to negotiate mutually satisfactory terms for the leasing of the Additional Space by Tenant and to execute an amendment to this lease incorporating such terms or a new lease for the Additional Space.

(b)           If Tenant does not notify Landlord within such five (5) business days of its interest in leasing the Additional Space or if Tenant does not execute such amendment or lease within such fifteen (15) business days, then this right of first offer to lease the Additional Space will lapse and be of no further force or effect and Landlord shall have the right to lease all or part of the Additional Space to any other party at any time on any terms and conditions acceptable to Landlord.

(c)           This right of first offer to lease the Additional Space is a one-time right if and when the Additional Space first becomes available, is personal to Tenant and its affiliates and is non-transferable to any other assignee or sublessee (regardless of whether any such assignment or sublease was made with or without Landlord’s consent) or other party.

3.1            Original Term; Rent Commencement Date .

3.1.1          This Lease shall be for a term (the " Original Term ") commencing on the Effective Date and ending at 11:59 p.m. on the tenth (10th) anniversary of the last day of the month in which the Rent Commencement Date shall occur (which date is hereinafter referred to as the " Termination Date ").

3.1.2           Monthly payments of Base Rent, Additional Rent and all other charges under this Lease shall commence on the “ Rent Commencement Date ” which shall be the earliest to occur of:  (i) the date upon which the Landlord’s Work to the Premises are Substantially Complete (defined below); or (ii) the date upon which the Tenant actually moves into occupancy of the Premises and conducts business therein; provided, however, that the Rent Commencement Date shall be one (1) day earlier for each one (1) day of Tenant Delay.  Tenant shall be permitted access to the Premises two (2) weeks prior to the Rent Commencement Date solely for the purpose of installing Tenant’s furniture and telecommunications equipment; provided and such other times as reasonably necessary in order for Tenant to coordinate the installation of cabling in the Premises during the time that Landlord is completing Landlord’s Work, however Tenant and its agents and vendors shall refrain from interfering with the completion of the Landlord’s Work.  Tenant’s access prior to the Rent Commencement Date shall be subject to all of the terms and conditions of this Lease, except that Tenant shall not be required to pay Base Rent or Additional Rent until the Rent Commencement Date. “ Substantial Completion” or “Substantially Completed” or variations of those terms shall mean that a permanent or temporary certificate of occupancy for the Premises has been issued, the Premises and Landlord’s Work (defined herein) are sufficiently complete in accordance with this Lease, subject to minor punchlist items, so that Tenant can occupy the Premises for its intended use, and possession of the Premises has been tendered to Tenant by Landlord.

3.2            Confirmation of Commencement and Termination . After (a) the Rent Commencement Date or (b) the expiration of the Term or any earlier termination of this Lease by action of law or in any other manner, the Landlord shall confirm in writing by instrument in recordable form that, respectively, such rent commencement or such termination has occurred, setting forth therein, respectively, the Rent Commencement Date and the Termination Date.

3.3            Renewal .  Tenant shall have the option to renew the Term of this Lease for two (2) periods of five (5) years (each, a " Renewal Term ").  Tenant shall exercise the option by providing written notice to Landlord of its election to exercise such option no later than twelve (12) months prior to the expiration of the Term, or Renewal Term, as applicable, provided, however, that Tenant's option to renew shall be subject to the condition that no default shall have occurred and be continuing after applicable notice and cure periods have expired as of the date of Tenant's exercise of such option or as of the date of commencement of the Renewal Term.  Tenant shall have no other right to renew this Lease after the second Renewal Term.  Except as otherwise expressly provided in this Lease, all terms, covenants, and conditions of this Lease shall remain in full force and effect during the Renewal Terms, except that the Rent applicable to the Renewal Terms shall be as set forth in Section 4.10.  In no event shall the Rent for the Renewal Terms be less than the Rent in effect at the expiration of the immediately preceding Term of the Lease.  If the Tenant fails to give notice exercising the foregoing option by the date required herein, or if at the time Tenant exercises such option or at commencement of the applicable Renewal Term the Tenant is in default of any term of this Lease, or if this Lease is assigned by Tenant or the Premises is sublet in whole or part in violation of this Lease, then Tenant’s rights and options to renew shall be automatically terminated and of no further force or effect.

3.4            Surrender .  The Tenant, at its expense at the expiration of the Term or any earlier termination of this Lease, shall (a) promptly surrender to the Landlord possession of the Premises (including any fixtures or other improvements which are owned by the Landlord) in good order and repair (ordinary wear and tear and damage by fire or other casualty excepted) and broom clean, (b) remove therefrom all signs, goods, effects, machinery, fixtures and equipment used in conducting the Tenant's trade or business which are neither part of the Building Service Equipment nor owned by the Landlord, and (c) repair any damage caused by such removal.  All tenant improvements in the Premises installed as part of Landlord's Work may remain in the Premises at the expiration of the Term or any earlier termination of this Lease without any obligation on Tenant to remove such improvements.

3.5            Holding Over .  If the Tenant continues to occupy the Premises after the expiration of the Term or any earlier termination of this Lease after obtaining the Landlord's express, written consent thereto, then:

(a)           such occupancy (unless the parties hereto otherwise agree in writing) shall be deemed to be under a month-to-month tenancy, which shall continue until either party hereto notifies the other in writing, at least one month before the end of any calendar month, that the notifying party elects to terminate such tenancy at the end of such calendar month, in which event such tenancy shall so terminate;

(b)           anything in this section to the contrary notwithstanding, the Rent payable for each such monthly period shall equal the sum of (a) one and one half (1-1/2) times the amount of monthly Base Rent for the Lease Year during which such expiration of the Term or termination of this Lease occurs, plus (b) the Additional Rent payable hereunder; and

(c)           except as provided herein, such month-to-month tenancy shall be on the same terms and subject to the same conditions as those set forth in this Lease; provided, however, that if the Landlord gives the Tenant, at least one month before the end of any calendar month during such month-to-month tenancy, written notice that such terms and conditions (including any thereof relating to the amount and payment of Rent) shall, after such month, be modified in any reasonable manner specified in such notice, then such tenancy shall, after such month, be upon the said terms and subject to the said conditions, as so modified.

As Rent for the Premises, the Tenant shall pay to the Landlord all of the following:

4.1            Base Rent .

(a)        An annual rent (the " Base Rent ") for the Original Term as follows:

(b)           The Base Rent for the first Renewal Term shall be as follows and the Base Operating Costs and Base Taxes shall remain calendar/fiscal year 2009:

(c)           The Base Rent for the second Renewal Term shall be the greater of (i) the Market Rent as determined in subsection 4.1(e) below or (ii) the then escalated Base Rent at the end of the first Renewal Term as follows:

(d)           The " Market Rent " shall be the prevailing market rate of rent   and all charges for comparable space at the end of the Term as increased in accordance with market rate annual escalations.  If Tenant exercises its option to renew hereunder, Tenant and Landlord shall make a good faith effort to agree on the Market Rent on or before a date (the "Outside Negotiation Date" ) which is no later than nine (9) months prior to the expiration of the Term, and prior to implementing the procedures set forth below if the parties are unable to agree.  If Landlord and Tenant are unable to agree upon the Market Rent by the Outside Negotiation Date, then Landlord and Tenant shall determine the Market Rent in accordance with the appraisal procedure set forth herein.  Within ten (10) days after the Outside Negotiation Date, the parties shall appoint a broker who shall be mutually agreeable to both Landlord and Tenant, shall have at least ten (10) years' experience as a broker of commercial leasehold estates, and shall be knowledgeable in office rentals in the Providence, Rhode Island market.  If the parties are unable to agree on a broker within such ten (10) day period, then each party, within five (5) days after the expiration of such ten (10) day period, shall appoint a broker (with the same qualifications) and the two (2) brokers (or the one broker if either Landlord or Tenant fails timely to appoint a broker) shall together appoint a third broker with the same qualifications.  The broker or brokers so appointed then shall determine, within sixty (60) days after the appointment of such broker or brokers, the then Market Rent for the Premises.  Among the factors to be considered by the broker(s) in determining the fair market base rent for the Premises shall be those factors set out below.  The figure arrived at by the broker (or the average of the figures arrived at by the three brokers, if applicable) shall be used as the Market Rent for such renewal term.  If the three broker method is chosen, then if any broker's estimate of fair Market Rent is either (x) less than ninety percent (90%) of the average figure or (y) more than one hundred ten percent (110%) of such average, then the fair market rent will be either (1) the average of the remaining two (2) appraisal figures falling within such a range of percentages, (2) the remaining appraisal that is within such range of percentages or (3) if none of the figures are within such range, the average of the three (3) appraisals.  Landlord and Tenant shall each bear the cost of its broker and shall share equally the cost of the third broker.

(e)             In determining the Market Rent, the parties hereto and such brokers shall be guided by the following principles:  the Market Rent shall be determined by reference to office space in office buildings in the Providence market or comparable neighborhoods in the Providence, Rhode Island metropolitan area most comparable to the quality, location, amenities, stature, reputation, visibility and services of the Building.  The Market Rent shall take into account the fact that there are no new tenant improvements to be constructed by Landlord nor other lease-up costs (except broker commissions, if any) and shall provide for updating the Base Operating Costs to the first year of each renewal term, if such factors are considered market concessions at such time.  The valuation shall be conducted in accordance with the provisions of this Section and, to the extent not inconsistent herewith, in accordance with the then prevailing rules of the American Arbitration Association in Rhode Island (or any successor thereto).  The final determination of such brokers shall be in writing and shall be binding and conclusive on the parties, each of whom shall receive counterpart copies thereof.  In rendering such decision the brokers shall not add to, subtract from, or otherwise modify the provisions of this Lease.  In determining the Market Rent, the brokers shall consider all the items set forth above for consideration in determining the Market Rent.  Instructions to such effect shall be given to the brokers.

4.2            Additional Rent .  Additional rent (" Additional Rent ") shall include any and all charges or other amounts that the Tenant is obligated to pay to the Landlord under this Lease, other than the Base Rent.

4.3            Operating Costs .

4.3.1         Computation .  Within one hundred twenty (120) days after the end of each calendar year during the Term, the Landlord shall compute the total of the Operating Costs incurred for the Building during such calendar year, and the Landlord shall allocate them to each separate rentable space within the Building in proportion to the respective operating costs percentages assigned to such spaces; provided that anything herein to the contrary notwithstanding, wherever the Tenant and/or any other tenant of space within the Building has agreed in its lease or otherwise to provide any item of such services partially or entirely at its own expense, or wherever in the Landlord's reasonable judgment any such significant item of expense is not incurred with respect to or for the benefit of all of the net rentable space within the Building, in allocating the Operating Costs pursuant to this subsection, the Landlord shall make an appropriate adjustment, using generally accepted accounting principles and/or sound commercial office lease management practices so as to avoid allocating to the Tenant or to such other tenant (as the case may be) those Operating Costs covering such services already being provided by the Tenant or by such other tenant at its own expense, or to avoid allocating to all of the net rentable space within the Project those Operating Costs incurred only with respect to a portion thereof, as aforesaid.  The Tenant shall have the right to review the books and records of the Landlord with respect to the calculation of Operating Costs for the prior Lease Year and the underlying cost for each item included in Operating Costs for such Lease Year at the Landlord's office during normal business hours, at the Tenant's sole expense, provided (i) the Tenant provides at least fifteen (15) days' advance written notice to the Landlord of its desire to inspect such books and records, and (ii) such request is made within ninety (90) days after the Operating Costs Statement is delivered by the Landlord to the Tenant.  If, upon Tenant's review of the books and records, it is ultimately determined that the Operating Costs were overstated by more than five percent (5%), then the reasonable cost of the review shall be paid for by Landlord.  Tenant shall be permitted to make copies of the books and records reviewed at its sole cost and expense.

4.3.2         Payment as Additional Rent .  For each Operating Year, the Tenant shall pay as Additional Rent to the Landlord, in the manner provided herein, Tenant's Share of Increased Operating Costs.  The Landlord shall send to the Tenant an annual statement setting forth the Operating Costs for the applicable calendar year.

4.3.3         Proration .  If only part of any calendar year falls within the Term, the amount computed as Tenant's Share of Increased Operating Costs for such calendar year under this subsection shall be prorated in proportion to the portion of such calendar year falling within the Term (but the expiration of the Term before the end of a calendar year shall not impair the Tenant's obligation hereunder to pay such prorated portion of Tenant's Share of Increased Operating Costs for that portion of such calendar year falling within the Term, which amount shall be paid on demand).

4.3.4         Landlord's Right to Estimate .  Anything in this subsection to the contrary notwithstanding, the Landlord, at its reasonable discretion, may (a) make from time to time during the Term a reasonable estimate of the Operating Costs which may become due under this subsection for any calendar year, (b) require the Tenant to pay to the Landlord for each calendar month during such year one twelfth (1/12) of such Operating Costs, at the time and in the manner that the Tenant is required hereunder to pay the monthly installment of the Base Rent for such month, and (c) increase or decrease from time to time during such calendar year the amount initially so estimated for such calendar year, all by giving the Tenant at least twenty (20) days prior written notice thereof, accompanied by a schedule setting forth in reasonable detail the expenses comprising the Operating Costs, as so estimated.  In such event, the Landlord shall cause the actual amount of such Operating Costs to be computed and certified to the Tenant within one hundred twenty (120) days after the end of such calendar year.  Any overpayment or deficiency in the Tenant's payment of Tenant's Share of Increased Operating Costs shall be adjusted between the Landlord and the Tenant; the Tenant shall pay the Landlord or the Landlord shall credit to the Tenant's account (or, if such adjustment is at the end of the Term, the Landlord shall pay to the Tenant), as the case may be, within fifteen (15) days after such notice to the Tenant, such amount necessary to effect such adjustment.  The Landlord's failure to provide such notice within the time prescribed above shall not relieve the Tenant of any of its obligations hereunder.

4.4            When Due and Payable .

4.4.1         Base Rent .  The Base Rent for any Lease Year shall be due and payable in twelve (12) consecutive, equal monthly installments, in advance, on the first (1st) day of each calendar month during such Lease Year.  In addition, if the Rent Commencement Date falls on a day other than the first day of a calendar month, then the Base Rent for the first month of the Term shall be prorated based on the number of days remaining in that month and such amount shall be due and payable on the Rent Commencement Date.

4.4.2         Additional Rent .  Any Additional Rent accruing to the Landlord under this Lease, except as is otherwise set forth herein, shall be due and payable within twenty (20) days after receipt by Tenant of written notice from Landlord that such Additional Rent is due and payable, unless Landlord is prevented from providing Tenant with twenty (20) days to make such payment because the Landlord received fewer than twenty (20) days notice that such charge or expense comprising the Additional Rent was due and payable, in which case the Landlord shall immediately make written demand upon the Tenant for payment and such Additional Rent shall be due and payable at such time.

4.4.3         No Set-Off; Late Payment .  Each such payment shall be made promptly when due, without any deduction or setoff whatsoever, and without demand, failing which the Tenant shall pay to the Landlord as Additional Rent, after the fifth (5th) day after such payment remains due but unpaid, a late charge equal to five percent (5%) of such payment which remains due but unpaid.  In addition, any payment that is not paid by the tenth (10th) day after written notice that such payment is due shall bear interest at the Default Rate.  Any payment made by the Tenant to the Landlord on account of Rent may be credited by the Landlord to the payment of any Rent then past due before being credited to Rent currently falling due.  Any such payment which is less than the amount of Rent then due shall constitute a payment made on account thereof, the parties hereto hereby agreeing that the Landlord's acceptance of such payment (whether or not with or accompanied by an endorsement or statement that such lesser amount or the Landlord's acceptance thereof constitutes payment in full of the amount of Rent then due) shall not alter or impair the Landlord's rights hereunder to be paid all of such amount then due, or in any other respect.

4.5            Where Payable .  The Tenant shall pay the Rent, in lawful currency of the United States of America, to the Landlord by delivering or mailing it to the Landlord's address set forth herein, or to such other address or in such other manner as the Landlord from time to time specifies by written notice to the Tenant.

4.6            Tax on Lease .  Other than Landlord's income taxes or any tax on lease imposed in lieu of income taxes, if federal, state or local law now or hereafter imposes any tax, assessment, levy or other charge directly or indirectly upon (a) the Landlord with respect to this Lease or the value thereof, (b) the Tenant's use or occupancy of the Premises, (c) the Base Rent, Additional Rent or any other sum payable under this Lease, or (d) this transaction, then the Tenant shall pay the amount thereof as Additional Rent to the Landlord upon demand, unless the Tenant is prohibited by law from doing so, in which event the Landlord at its election may terminate this Lease by giving written notice thereof to the Tenant.

4.7            Advance Rent .   Tenant has as of this date deposited with Landlord the sum of $52,500.00 representing advance payment of the first month's Base Rent, to be applied by Landlord to such rental obligations.

5.1            Payment .  For each Tax Year, the Tenant shall pay to the Landlord, in the manner provided herein, Tenant's Share of Increased Taxes.

5.2            Proration .  If only part of any Tax Year falls within the Term, the amount computed as Tenant's Share of Increased Taxes for such Tax Year under this subsection shall be prorated in proportion to the portion of such Tax Year falling within the Term (but the expiration of the Term before the end of a Tax Year shall not impair the Tenant's obligations hereunder to pay such prorated portion of Tenant's Share of Increased Taxes for that portion of such Tax Year falling within the Term, which amount shall be paid on demand).

5.3            Method of Payment .  Tenant's Share of Increased Taxes shall be paid by the Tenant in advance, in equal monthly installments in such amounts as are estimated and billed for each Tax Year by the Landlord at the commencement of the Term and at the beginning of each successive Tax Year during the Term, each such installment being due on the first day of each calendar month.  The Landlord may re-estimate Tenant's Share of Increased Taxes and thereafter adjust the Tenant's monthly installments payable during the Tax Year in a reasonable manner and with at least twenty (20) days prior written notice to Tenant to reflect more accurately Tenant's Share of Increased Taxes.  Within one hundred twenty (120) days after the Landlord's receipt of tax bills for each Tax Year, the Landlord will notify the Tenant of the amount of Taxes for the Tax Year in question and the amount of Tenant's Share of Increased Taxes thereof.  Any overpayment or deficiency in the Tenant's payment of Tenant's Share of Increased Taxes for each Tax Year shall be adjusted between the Landlord and the Tenant; the Tenant shall pay the Landlord or the Landlord shall credit to the Tenant's account (or, if such adjustment is at the end of the Term, the Landlord shall pay the Tenant), as the case may be, within fifteen (15) days after such notice to the Tenant, such amount necessary to effect such adjustment.  The Landlord's failure to provide such notice within the time prescribed above shall not relieve the Tenant of any of its obligations hereunder.  Upon written request by Tenant, Landlord shall provide Tenant with a copy of the applicable tax bill and Landlord's calculation of taxes for the applicable Tax Year.

5.4            Allocation of Taxes/Tax Contest .  Landlord shall allocate Taxes among tenants of the Building based on square footage.  If separate buildings exist on the same tax parcel, Taxes for each building shall be allocated based on respective values as reflected on the tax assessor’s worksheet.  Upon written request by Tenant given with respect to any Tax Year during the Term and provided that Tenant is leasing at least 52,560 square feet in the Building, Landlord shall (i) contest the tax assessment for such Tax Year or (ii) apply for a rebate or a reduction in Taxes.  Any rebate or reduction in Taxes that are achieved by Landlord as a result of any proceeding shall be applied proportionately as a credit and adjustment to Tenant’s Share of Increased Taxes, after deducting Landlord’s reasonable expenses including without limitation, reasonable attorneys’ fees and disbursements in connection with such proceeding.  If Tenant is to receive such a rebate, credit or reimbursement and such rebate, credit or reimbursement exceeds Tenant's payment obligation for Tenant’s Share of Increased Taxes for such Tax Year, Tenant shall be credited such savings against Tenant's future payments of Tenant's Share of Increased Taxes for each Tax Year thereafter until the amount of such savings is exhausted.

5.5            Tax Treaty .  If due to Tenant's occupancy in the Building, the City of Providence enacts a tax treaty resulting in lower real estate taxes for the Premises and/or the Building, such lower Taxes will directly inure to Tenant's benefit by virtue of a dollar for dollar reduction in Base Rent.   By way of example, if the tax treaty is enacted Landlord and Tenant agree that the portion of Taxes included in Tenant’s Base Rent shall be $2.40 per square foot.  If, for Lease Year 1, Taxes are $.89 per square foot due to the tax treaty, Tenant’s Base Rent shall be reduced by $1.51 per square foot ($2.40 per square foot less $.89 per square foot equals $1.51 per square foot).

5.6            Taxes on Rent .  In addition to Tenant's Share of Increased Taxes, the Tenant shall pay to the appropriate agency any sales, excise and other tax (not including, however, the Landlord's income taxes or any tax on rent imposed in lieu of income taxes) levied, imposed or assessed by the State of Rhode Island or any political subdivision thereof or other taxing authority upon any Rent payable hereunder.  The Tenant shall also pay, prior to the time the same shall become delinquent or payable with penalty, all taxes separately imposed on its inventory, furniture, trade fixtures, apparatus, equipment, leasehold improvements installed by the Tenant or by the Landlord on behalf of the Tenant and owned by Tenant and any other property of the Tenant.

6.1            Nature of Use .  The Tenant shall use the Premises only for general office purposes, training rooms and related accessory uses.

6.2            Compliance with Law and Covenants .  The Tenant, throughout the Term and at its sole expense, in its use and possession of the Premises, shall comply promptly and fully with (i) all Legal Requirements applicable to the use, occupancy and alteration of the Premises; (ii) pay when due all personal property taxes, payroll taxes, income taxes, license fees and other taxes assessed, levied or imposed upon the Tenant or any other person in connection with the operation of its business upon the Premises or its use thereof in any other manner; and (iii) not obstruct, annoy or interfere with the rights of other tenants.  The Landlord shall deliver the Premises to the Tenant in compliance with all Legal Requirements.  During the Term, except for Tenant's obligations as set forth above, Landlord shall comply with all Legal Requirements which are applicable to any or all of the Building or Project.

6.3            Mechanics' Liens .  Without limiting the generality of the foregoing provisions of this section, the Tenant shall not create or permit to be created, and if created shall discharge, have released or bond over, any mechanics' or materialmens' lien arising while this Lease is in effect and affecting any or all of the Premises, the Building and/or the Project, and the Tenant shall not permit any other matter or thing whereby the Landlord's estate, right and interest in any or all of the Premises, the Building and/or the Project might be impaired.  The Tenant shall defend, indemnify and hold harmless the Landlord against and from any and all liability, claim of liability or expense (including but not limited to that of reasonable attorneys' fees) incurred by the Landlord on account of any such lien or claim.

6.4            Signs .  Tenant shall have the right to install exterior signage at the entrance to the Premises, subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed.  The Tenant shall not erect any other signs upon the Premises or the remainder of the Building or the Project without obtaining the prior written consent of Landlord.  The Landlord shall provide, at the Landlord’s sole expense for the first time only, customary identification of the Tenant’s business on the lobby directory of the Building.

6.5            License .

6.5.1         Grant of License .  The Landlord hereby grants to the Tenant a non-exclusive license to use (and to permit its officers, directors, agents, employees and invitees to use), in the course of conducting business at the Premises, the Common Areas.

6.5.2         Non-Exclusive License .  Such license shall be exercised in common with the exercise thereof by the Landlord, the other tenants or occupants of the Project, and their respective officers, directors, agents, employees and invitees.

6.5.3         Parking Areas; Changes .

(a)           The Landlord reserves the right to change the entrances, exits, traffic lanes, boundaries and locations of the Parking Areas.  The Landlord reserves the right to designate for the specific account of the Tenant, and/or of other tenants of the Project, specific parking areas or spaces constructed around, within or under the Project.  All Parking Areas and facilities which may be furnished by the Landlord in or near the Project, including any employee parking areas, truckways, loading docks, pedestrian sidewalks and ramps, landscaped areas and other areas and improvements which may be provided by the Landlord for the Tenant's exclusive use or for general use, in common with other tenants, their officers, agents, employees and visitors, shall at all times be subject to the Landlord's exclusive control and management, and the Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect thereto.  The Landlord shall have the right to (a) police the Common Areas, (b) establish and from time to time to change the level of parking surfaces, (c) close all or any portion of the Common Areas to such extent as, in the opinion of the Landlord's counsel, may be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or to the public therein, (d) close temporarily all or any portion of the Parking Areas, (e) discourage non-tenant parking, and (f) do and perform such other acts in and to the Common Areas as, in the use of good business judgment, the Landlord determines to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees and visitors.  The Tenant shall cause its officers, agents and employees to park their automobiles only in such areas as the Landlord from time to time may designate by written notice to the Tenant as employee parking areas, and the Tenant shall not use or permit the use of any of the Common Areas in any manner which will obstruct the driveways or throughways serving the Parking Areas or any other portion of the Common Areas allocated for the use of others.

(b)           Landlord hereby grants to Tenant and Tenant’s employees and invitees, the non-exclusive right during the Term to use without charge four (4) parking spaces per 1,000 square feet leased by Tenant for a total of 210 parking spaces, which parking spaces shall at all times be located within that certain area marked on Exhibit H .  At Landlord's request, Tenant shall provide license plate numbers for its employees and otherwise cooperate with Landlord's management of the Parking Areas, which may include attended parking service.  Such parking expenses shall be part of Operating Expenses.  To the extent additional parking spaces are available, Landlord may issue to Tenant additional parking permits at Landlord’s then standard rate, which rate may vary based upon whether such parking permits relate to outdoor or indoor parking.  If there is an increase or a decrease in the rentable square footage of the Premises, the number of parking spaces available to Tenant shall increase or decrease, as the case may be, at a rate of 4 spaces per 1,000 rentable square feet of such increase or decrease.  If Landlord constructs a structured parking garage on the Project that is available for use by commercial tenants, then Tenant shall have the right to park in such garage subject to the terms of this Lease.

6.5.4         Alterations .  The Landlord reserves the right at any time and from time to time (i) to change or alter the location, layout, nature or arrangement of the Common Areas or any portion thereof, including but not limited to the arrangement and/or location of entrances, passageways, doors, corridors, stairs, lavatories, elevators, parking areas, and other public areas of the Building, and (ii) to construct additional improvements on the Project and make alterations thereof or additions thereto and build additional stories on or in any such buildings adjoining the same; provided, however, that no such change or alteration shall deprive the Tenant of access (ingress and egress) to and from the Premises, the Parking Areas (except as permitted pursuant to Section 6.5.3(a) above) or the number of allocated parking spaces as set forth in Section 6.5.3(b) above, or materially adversely affect the visibility of the Premises or Tenant's ability to conduct business in the Premises.

6.5.5         Use of Common Areas . The Landlord shall at all times have full and exclusive control, management and direction of the Common Areas.  The Tenant shall maintain in a neat and clean condition that area designated by the Landlord as the refuse collection area, and shall not place or maintain anywhere within the Project, other than within the area which may be designated by Landlord from time to time as such refuse collection area, any trash, garbage or other items, except as may otherwise be expressly permitted by this Lease.

6.6            Liability of Landlord .  The Landlord and its agents and employees shall not be liable to the Tenant or any other person whatsoever (a) for any injury to person or damage to Project caused by any defect in or failure of equipment, pipes, wiring or broken glass, or the backing up of any drains, or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Premises, or (b) for any loss or damage that may be occasioned by or through the acts or omissions of any other tenant of the Project or of any other person whatsoever, in each case other than due to the negligence, intentionally tortuous or other act or omission of the Landlord or its employees or agents.

6.7            Floor Load .  The Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designed to carry.  The Landlord reserves the right to prescribe the weight and position of all safes and other heavy equipment, and to prescribe the reinforcing necessary, if any, which in the opinion of the Landlord may be required under the circumstances, such reinforcing to be at the Tenant's sole expense.  Business machines and mechanical equipment shall be placed and maintained by the Tenant in settings sufficient in the Landlord's judgment to absorb and prevent vibration and noise, and the Tenant shall, at its sole expense, take such steps as the Landlord may direct to remedy any such condition.

6.8            Hazardous Materials .  The Tenant warrants and agrees that the Tenant shall not cause or permit any Hazardous Material (defined below) to be brought upon, kept or used in or about the Premises by the Tenant, its agents, employees, contractors or invitees.  If the Tenant breaches the obligations stated in the preceding sentence, then the Tenant shall indemnify, defend and hold the Landlord harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Premises, the Building and the Project generally, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Building or the Project generally, damages from any adverse impact on marketing of space in the Building, and sums paid in settlement of claims, reasonable attorneys' fees, reasonable consultant fees and reasonable expert fees) which arise during or after the Term as a result of such contamination.  Tenant shall deliver to Landlord copies of all Material Safety Data Sheets or other written information prepared by manufacturers, importers or suppliers of any Hazardous Material brought upon the Premises, and all notices, filings, permits and any other written communications from or to Tenant and any entity regulating any Hazardous Materials brought upon the Premises.  For purposes of this Lease, the term &#822