Unassociated Document




Exhibit
10.27




CERTIFICATE
OF LEASE TERMINATION





This
Certificate of Lease Termination is being executed by Pizzagalli Properties,
LLC, as landlord (the "Landlord"), and Cloverleaf Properties, Inc., as tenant
(the "Tenant"), as of the 10th day of November, 2004.




Background




A. The
Landlord and the Tenant have previously entered into a certain Lease by and
between Pizzagalli Property Company (predecessor in interest to Landlord) and
Cloverleaf Properties, Inc., dated December 11, 1989, as amended by a First
Amendment, also dated December 11, 1989, and by a Second Amendment, dated April
16, 1993 (as amended, the “Lease”).




B. The Lease
is evidenced by a certain Short Form Lease With Option To Purchase, dated
December 11, 1989, and recorded in Volume 128, Page 273 of the Town of Shelburne
land records.




C. The
Landlord and the Tenant have entered into that certain Lease Termination
Agreement, dated November 10, 2004 (the "Lease Termination
Agreement").




D. The
Landlord and the Tenant desire to provide notice of the termination of the Lease
by executing this Certificate of Lease Termination for recording in the Town of
Shelburne land records.




Notice
of Termination




The
Landlord and the Tenant hereby give notice of the termination of the
Lease.




1. Termination. The
Landlord and the Tenant hereby confirm that the Lease has been terminated in
accordance with the terms and conditions of the Lease Termination Agreement. The
effective date of the termination is November 10th, 2004. The Tenant hereby
acknowledges that the Option to Purchase set forth in the Lease was not
exercised within the time period provided in the Lease and has expired and is
void and of no further force and effect.




2. Effect. This
Certificate of Lease Termination is intended to confirm the effective date of
termination of the Lease and for purposes of giving notice of the termination of
the Lease. It is not intended to amend, modify, or otherwise alter the terms and
conditions of the Lease Termination Agreement. In the event of any inconsistency
between the terms of this Certificate of Lease Termination and the terms of the
Lease Termination Agreement, the terms of the Lease Termination Agreement shall
control.

























IN
WITNESS WHEREOF, the Landlord and the Tenant have caused this instrument to be
executed as of the date set forth above.




IN THE
PRESENCE OF:              
TENANT

                
Cloverleaf Properties, Inc.

 

Martin
Lindsay        By:
/s/ Timothy J.
FitzGerald                                   


Witness          Its Vice
President and Duly Authorized Agent




STATE OF
_________________

COUNTY OF
_________________, SS.




At
______________, in said County, this ___ day of November, 2004,
_____________________, duly authorized agent of Cloverleaf Properties, Inc.,
personally appeared, and he/she acknowledged this instrument, by him/her
subscribed, to be his/her free act and deed and the free act and deed of
Cloverleaf Properties, Inc.




Before
me: _______________________________________________

Notary
Public

My
Commission Expires: 2/10/07




LANDLORD

PIZZAGALLI
PROPERTIES, LLC




____________________       By:
By:
/s/ James
Pizzagalli                          


Witness         
Its President Duly Authorized Agent




STATE OF
VERMONT

COUNTY OF
CHITTENDEN, SS.




At
___________, in said County, this ___ day of November, 2004,
___________________, duly authorized agent of Pizzagalli Properties, LLC,
personally appeared, and he acknowledged this instrument, by him subscribed, to
be his free act and deed and the free act and deed of Pizzagalli Properties,
LLC.




Before
me: _______________________________

Notary
Public

My
Commission Expires: 2/10/07