exv10w17






EXHIBIT 10.17




LEASE AGREEMENT




     THIS Lease Agreement (the “Lease) entered into this 19th day of October, 2009, between Gallina
Cambridge, LLC, 1870 South Winton Road, Suite 220, Rochester, New York 14618, as LESSOR, and
Interactive Therapy Group Consultants, Inc., 1 Adler Drive, East Syracuse, New York 13057, as
LESSEE. WITNESSETH THAT: The LESSOR, having full authority to make the agreement hereinafter set
forth, does hereby demise and lease unto the LESSEE, and the LESSEE does hereby hire and take from
the LESSOR those certain premises located in the Town of Brighton, County of Monroe, and State of
New York, described as follows:



     Being a parcel of land, with improvements, on the east side of South Winton Road (Cambridge
Place), Lot 4, (the “Property”) together with a portion of the 33,993 rentable square foot office
building thereon, (the “Building”), being identified as 1870 South Winton Road, Suite 100,
containing approximately 2,733 rentable square feet. More particularly identified by the lined
portion on the attached plot plan, which shall be made a part hereof and designated Exhibit A (the
“Demised Premises”). The Demised Premises shall be built out in accordance with the attached
Building Specifications (Exhibit B) and Floorplan (Exhibit C).



     TO HAVE AND TO HOLD the same for a term beginning on the 1st day of December, 2009, and ending
on the 31st day of January, 2013 and the LESSEE hereby agrees to pay thereof a annual rental
(hereinafter referred to as “Base Rent”): for the period December 1, 2009 thru January 31, 2011, of
Forty Thousand Nine Hundred Ninety Five and 50/100 Dollars ($40,995.00), payable in equal monthly
installments of Three Thousand Four Hundred Sixteen and 25/100 Dollars ($3,416.25); for the period
February 1, 2011 thru January 31, 2012 of Forty Three Thousand Seven Hundred Twenty Eight and
00/100 Dollars ($43,728.00), payable in equal monthly installments of Three Thousand Six Hundred
Forty Four and 00/100 Dollars ($3,644.00); and for the period February 1, 2012 thru January 31,
2013 of Forty Six Thousand Four Hundred Sixty One and 00/100 Dollars ($46,461.00), payable in equal
monthly installments of Three Thousand Eight Hundred Seventy One and 75/100 Dollars ($3,871.75),
all payable in advance on the first business day of each month during the said term at the office
of the LESSOR at 1870 South Winton Road, Suite 220, Rochester, New York 14618. The first monthly
installment of the stipulated rental payments shall be paid to the LESSOR upon the execution of
this Lease. In addition, upon the execution of this Lease, the LESSEE shall pay to the LESSOR the
additional sum of Three Thousand Eight Hundred Seventy One and 75/100 Dollars ($3,871.75) to be
retained by the LESSOR as security deposit for the faithful performance by the LESSEE of the
covenants and conditions of this Lease. Provided that the LESSEE has duly performed all the
covenants and conditions of the Lease, upon only the expiration of the Lease or any extension
thereof, and after inspection of the Demised Premises by the LESSOR and the LESSEE (if the LESSEE
so desires), the security deposit will be returned to the LESSEE. The security deposit may be used
by the LESSOR and applied towards the remedy of any default by the LESSEE of any of the covenants
and conditions of this Lease; however, it is not to be construed as a limitation of the LESSOR’S
rights under the Lease. It is further agreed that LESSEE shall waive it’s right to offset or
utilize the security deposit for the payment of rent or Additional Rent, or to offset rental or
Additional Rent payments due LESSOR under this Lease for any reason.



     Notwithstanding the foregoing, LESSEE shall not be required to pay Base Rent for the months of
December, 2009 and January, 2010, only.



     PROVIDED ALWAYS, that this Lease is entered into upon the following terms and conditions, all
of which the parties hereto covenant to keep and perform.




	1.	 	The LESSEE will not damage or destroy the Demised Premises and will conform with all
applicable laws and ordinances respecting the use and occupancy thereof, provided that the
LESSEE shall in no event be required to make any alterations, additions or improvements to the
Demised Premises. The LESSEE is hereby permitted to use and occupy the Demised Premises for
its lawful business purpose of general office space. Nothing herein contained shall be
construed to relieve the LESSEE from making such repairs and alterations which may be required
under the provisions of this Lease.






 









 









	2.	 	INSPECTION





     The LESSOR may enter upon the Demised Premises at all reasonable times upon reasonable notice
to inspect the condition thereof, but such right shall not be exercised in a manner to interfere
unreasonably with the business of the LESSEE.




	3.	 	POSSESSION





     The LESSOR hereby agrees to deliver physical possession of the Demised Premises to LESSEE at the
commencement of the Lease term. The LESSOR will warrant and defend the LESSEE in the enjoyment and
peaceful possession of the Demised Premises during the term hereof.




	4.	 	WAIVERS





     It is agreed that the waiving of any of the covenants of this Lease by either party shall be
limited to the particular instance and shall not be deemed to waive any other breaches of such
covenant.




	5.	 	OPTION TO EXTEND TERM





     The LESSEE may at its sole election extend this Lease, and all the terms and conditions,
subject to Paragraph 31 of this Lease, for one (1) successive period(s) of two (2) year(s), upon
written notice to the LESSOR at no later than one hundred eighty (180) days prior to the expiration
of the original term or extension hereof. If any option as herein before provided, is not
exercised by LESSEE, as herein before provided, this Lease shall terminate absolutely at the
expiration date of the initial term, or the then current option period, without further notice by
either party to the other.




	6.	 	HOLDING OVER





     At a minimum of thirty (30) days prior to the expiration of the term of this Lease, or of the
term of any extension thereof, LESSEE shall provide LESSOR with written notice of its intention to
hold over for any reason, and it is hereby agreed that, in the absence of a written agreement to
the contrary, such tenancy shall be from month to month only, terminable upon thirty (30) days
written notice by either party. The rental for each month of such hold over period shall be an
amount equal to 1.25 times the rent for the last month of the expired Lease term.




	7.	 	ASSIGNMENT/SUBLET





     The LESSEE may assign this Lease or sublet the Demised Premises in whole or in part to its
parent company or to any subsidiary or affiliated company without the consent of the LESSOR. For
any assignment or subletting other than the foregoing, the LESSOR’s written consent shall be
required, which consent it agrees it will not unreasonably withhold, provided that the assignee or
sublessee is of comparable financial strength to LESSEE and is a user compatible with the other
tenancies of the Building. It being understood, however, that in the event of an assignment to
parent company, a subsidiary or an affiliated company, that no further assignment may be made
without the written consent of LESSOR, subject to the above referenced qualifications.



     No assignment or sublease shall release LESSEE from any liabilities under this Lease. LESSEE
agrees to keep the Demised Premises in continuous operation, during normal business hours, during
the term of this lease. Failure to do so, shall be a default under this Lease.



     LESSEE shall pay all of the LESSOR’S costs, charges and expenses, including reasonable
attorney’s fees, incurred in connection with any assignment or sublease requested or made by
LESSEE.




	8.	 	ADDRESSES FOR NOTICES





     All notices given by either party hereto to the other under any of the provisions hereof shall
be sent certified mail with adequate postage affixed, addressed to the LESSEE at American Claims
Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753, and to the LESSOR at 1870 South Winton
Road, Suite 220, Rochester, New York 14618.



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	9.	 	FIXTURES





     If the LESSEE shall install at its expense any shelving, light fixtures, portable or temporary
partitions, air conditioners, voice/data cabling, advertising sign, roof antennas, satellite dishes
or any trade or business fixtures or equipment, any articles so installed shall be the property of
the LESSEE which the LESSEE at its election may, and at the request of the LESSOR will, remove at
the termination of this agreement or any renewal or extension thereof, provided that in such
removal the LESSEE shall satisfactorily repair any damages occasioned to the Demised Premises.




	10.	 	ALTERATIONS/ADDITIONS





     LESSEE may make, at its own cost and expense alterations and additions to Demised Premises
with written consent of LESSOR first obtained, which permission shall not be unreasonably withheld.
Such alterations or additions to remain the property of the LESSEE, to be insured by LESSEE, which
the LESSEE at its election may, and at the request of the LESSOR will, remove at termination of
this agreement or any extension hereof, provided that in such removal the LESSEE shall repair any
damage occasioned to the Demised Premises.




	11.	 	DAMAGES TO STRUCTURE





     That in case of damage or injury to the said Demised Premises, said damage or injury being
caused by the carelessness, gross negligence, or improper conduct on the part of the said LESSEE,
its agents or employees, the said LESSEE shall cause the said damage or injury to be repaired as
speedily as possible at its own cost and expense.




	12.	 	DAMAGE LESSOR’S LIABILITY





     It is expressly agreed and understood by and between the parties to this agreement, that the
LESSOR shall not be liable for any damage or injury by water, which may be sustained by the LESSEE,
or other person, or for any other damage or injury resulting from the carelessness, negligence, or
improper conduct on the part of the LESSEE, or its agents or employees, or by reason of breakage,
or obstruction of water or soil pipes, or other leakage in or about said Building, or by reason of
riots, strikes, or felonious or attempted felonious entry, unless such damage is caused by LESSOR’s
negligence.




	13.	 	DAMAGE BY FIRE





     That the LESSEE shall, in case of fire, give immediate notice thereof to the LESSOR who shall
thereupon cause the damage to be repaired with reasonable speed; but if the fire damage is so
extensive that it cannot be rendered tenantable and put in good repair within sixty (60) days, then
either party shall, on ten (10) days written notice of his intention, have the option to terminate
this Lease and accrued rent shall be paid up to the time of the fire. It is, however, agreed that,
if without fault, neglect or improper conduct of the LESSEE, its agents, servants or employees,
only a portion of the Demised Premises shall be rendered untenantable by fire, the elements, or
otherwise, the LESSEE shall continue to pay rent only for such portion of the Demised Premises as
may reasonably be occupied during the time required to make the necessary repairs, and during the
time of such partial occupancy the LESSEE shall pay rental in such proportion to the entire rental
herein reserved that the space actually occupied bears to the entire space herein leased. LESSOR’S
obligation to restore the Demised Premises is expressly conditioned upon availability of adequate
insurance proceeds for restoration. In the event adequate insurance proceeds are not available,
LESSOR, in its sole discretion, may terminate the Lease. LESSOR’S obligation to restore Demised
Premises are contingent on LESSEE being in full compliance with all Lease covenants. LESSOR is
not obligated to restore LESSEE’S leasehold improvements.




	14.	 	WAIVER OF SUBROGATION





     LESSOR and LESSEE hereby release each other of any claims for property damage to the extent
that such damage may be covered under the terms of their respective property insurance policies.
Each party agrees to require its insurance carrier to include waiver of subrogation clauses in its
property insurance policies.



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	15.	 	LESSEE’S MAINTENANCE





     Except as hereinafter provided, the LESSEE agrees throughout the term of this Lease at its own
cost and expense and in a manner satisfactory to the LESSOR, to keep and maintain the Demised
Premises in good repair inside, including but not limited to floors, flooring, walls, plumbing and
electrical systems and any exterior damage caused by LESSEE; and the LESSEE hereby agrees to
maintain the Demised Premises and all portions and parts thereof in a manner equal to the
maintenance of similar quality office buildings in Monroe County, normal wear and tear not
withstanding. In the event that the LESSEE shall fail immediately to maintain, repair and care for
the Demised Premises and make such repairs and replacements or render such care to the Demised
Premises as are herein above required, after fifteen (15) days written notice and demand of same by
LESSOR, LESSOR may make such repairs or perform such maintenance, and any sum so expended or
liability incurred by the LESSOR shall be immediately due from the LESSEE as Additional Rent, and
LESSEE further agrees upon the expiration or other termination of this Lease, or any renewal
thereof, that he shall peacefully quit and surrender to LESSOR the Demised Premises broom clean, in
good order and condition, ordinary wear and tear by the elements excepted and it is further
understood and agreed that the LESSOR shall be responsible for structural repairs not occasioned by
any fault, neglect or omission of the LESSEE.



All business machines and mechanical equipment installed by LESSEE in the Demised Premises shall be
placed and maintained by LESSEE at LESSEE’S expense, in a setting sufficient, in LESSOR’S
judgement, to absorb and prevent vibration, noise and annoyance to other tenants in the Building of
which the Demised Premises are a part.




	16.	 	REPAIRS BY LESSOR





     The LESSOR represents that both the interior and exterior of the Demised Premises, including
walls, roof, foundation and other structural portions of the Building, are in good condition and
repair and the LESSOR, at his expense will make all necessary repairs to the aforementioned
Building components. Additionally, LESSOR at its sole cost and expense, will maintain and repair:
all plumbing and lighting fixtures outside the Demised Premises, the entire heating and air
conditioning system servicing the Demised Premises and Building, and all Building common areas and
other Building systems.




	17.	 	FIRE INSURANCE





     The LESSOR will carry adequate fire, extended coverage and operational all risk insurance on
the Building. If by reason of the use of the Demised Premises by the LESSEE the rates for the
insurance of the Demised Premises against loss by fire, extended coverage and operational risk are
increased as compared with the rates now in effect, the LESSEE agrees to pay as Additional Rent,
any excess premiums caused thereby; such Additional Rent to become due immediately upon effecting
the insurance by the LESSOR and payable with the next succeeding installment of rent. The LESSEE
shall pay for all such excess insurance premiums as though LESSEE occupies the entire building.




	18.	 	SIGNS





     The LESSEE shall neither place, or cause, or allow to be placed, any sign or signs of any kind
whatsoever at, in or about the entrance to said Demised Premises or any other part of same, except
in or at such place or places as may be indicated by the LESSOR and consented to by it, which
consent shall not be unreasonably withheld.




	19.	 	CONSENT





     Whenever in this Lease, a right of the LESSEE is contingent upon prior consent or approval of
the LESSOR, the LESSOR covenants that he will not unreasonably withhold such consent.




	20.	 	ADDITIONAL RENT





     LESSOR to be responsible for all Real Estate Taxes, and Common Area Maintenance Charges,
including snow removal, landscaping, water, refuse, insurance, exterior window cleaning, building
maintenance, management, common janitorial, Common/Demised Premises electric and natural gas
consumption, related to the Property.



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     LESSEE to pay its proportionate share (8.04%) of all increases over the Base Year of 2010 for
Real Estate Taxes and Common Area Maintenance Charges for the Property, as Additional Rent.
Partial years or months shall be prorated. LESSOR will, upon request, provide LESSEE with back up
documentation sufficient to confirm increases in Real Estate Taxes and Common Area Maintenance
Charges. Increases in Real Estate Taxes shall be billed in September and January when bills are
issued by the taxing authorities. Increases in snowplowing will be billed at the end of the season
in April. Increases in lawn maintenance will be billed at the end of the season in November.
Increases in all other Common Area Maintenance Charges will be billed annually on each anniversary
of the Lease for the prior Lease year.



     Base Year Real Estate Taxes and Common Area Maintenance Charges are estimated as follows:



	 	 	 
	Real Estate Taxes

	 	$3.65/SF
	Snow

	 	$.15/SF
	Lawn

	 	$.18/SF
	Refuse

	 	$.11SF
	Management

	 	$.50/SF
	Insurance

	 	$.10/SF
	Maintenance

	 	$1.00/SF
	Water

	 	$.04/SF
	Common /Demised Premises Electric

	 	$2.45/SF
	Natural Gas

	 	$.35/SF
	Common Janitorial

	 	$.15/SF






     Provided that any of the above described services to the Demised Premises (not including
Common Areas) would be separately available to LESSEE, LESSOR may at any time elect to discontinue
furnishing any of the hereinabove described services and upon written thirty (30) days notice from
LESSOR to LESSEE, LESSOR may require LESSEE to contract directly with utility company or other
company or LESSOR for any such service and any charges incurred by LESSEE as a result of LESSOR’S
furnishing such service shall be eliminated from the annual rental payments accordingly. Any cost
of separating utility service(s) shall be borne by LESSOR.



     During all business hours, LESSEE shall operate the heating, ventilation and air conditioning
equipment serving the Demised Premises so that temperatures within the premises are maintained in
accordance with standards established or to be reasonably established by LESSOR.




	21.	 	BUILDNG SERVICES:
	 
	 	 	Public service connections into said Building including electricity, gas, sewer and water,
shall be provided by LESSOR.






	 	(a)	 	LESSEE shall be responsible, at its own cost and expense, for the cost
of cleaning service (janitorial) in the Demised Premises during the times and in
the manner that those services are customarily furnished in comparable office
buildings in the area. LESSEE shall keep the Demised Premises in a clean and
orderly condition, and LESSOR shall have the right, at reasonable hours, to inspect
the Demised Premises to determine that said premises are being kept in a clean and
orderly condition. LESSEE shall also be responsible for lighting replacement
within the Demised Premises and for supplies for restrooms located within the
Demised Premises.
	 
	 	(b)	 	LESSEE shall be responsible for the cost of all telephone service, data
service, and security service within the Demises Premises.
	 
	 	(c)	 	LESSOR shall be responsible, at its own cost and expense, for the cost
of providing the following Building Services:






	 	i.	 	Electricity for lighting and
operation of equipment and for heat and air conditioning,
including all wiring and outlets, in all common areas and the
Demised Premises;
	 
	 	ii.	 	Lighting replacement in common areas;




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	 	iii.	 	Water service for hot and cold water,
for drinking, bathroom and other fixtures in the Demised Premises;
and
	 
	 	iv.	 	Outside window cleaning in accordance
with standards set for the building but in any event not less than
two times per year.






	 	(d)	 	LESSOR will not be liable to LESSEE or any other person or entity, for
direct or consequential damage, or otherwise, for any failure to supply any heat,
air conditioning, elevator, cleaning, lighting, security, or other service at such
times as may be necessary by reason of accident, unavailability of employees,
repairs, alterations or improvements, strikes, lockouts, riots, acts of God,
governmental preemption in connection with a national or local emergency, any rule,
order, or regulation of any governmental agency, conditions of supply and demand
that make any product unavailable, LESSOR’S compliance with any mandatory
governmental energy conservation program, the request, consent or acquiescence of
LESSEE, or any other happening beyond the control of LESSOR. LESSOR will not be in
default under this Lease or be liable for any damages directly or indirectly
resulting from, nor will the rental reserved in this section be abated by reason of
the installation, use, or interruption of use of any equipment in connection with
the furnishing of any of the services described herein.






	22.	 	COMMON AREAS:





     Common areas and facilities (hereinafter “Common Areas”) shall include all parking areas,
access driveways, walkways, landscaped areas, and such other areas and facilities as may be
furnished by LESSOR and designated for the benefit of the tenants in the building now or hereafter
constructed on Property and their respective employees, guests and invitees. All Common Areas
shall be subject to the exclusive control and management of LESSOR, and LESSOR shall have the right
from time to time to establish, modify and enforce all reasonable rules and regulations with
respect to such areas and facilities and the use thereof for the best interests of all tenants in
the building. LESSOR shall perform, or arrange for the performance or furnishing of, all required
gardening and landscaping; repair repaving and striping of parking areas; outside and common area
lighting; sanitary control; rental and management office; removal of snow, trash, rubbish, garbage
and other refuse, heating, ventilating and air conditioning, and repair and/or replacement of
on-site water lines, sanitary sewer lines and storm water lines serving the Property.




	23.	 	WARRANTIES SUBROGATION





     The LESSOR agrees that the LESSEE shall be subrogated to all rights accruing in the LESSOR by
virtue of any representation, warranty, or guarantee, with respect to the roof, plumbing and
heating systems and any and all improvements to the Building in the event, and to the extent, that
LESSEE has incurred any expense in connection with or as a result of said aforementioned items.




	24.	 	MORTGAGE SUBORDINATION/ESTOPPEL CERTIFICATES





     The Lease and the rights of the LESSEE thereunder, shall be subject and subordinate to any
mortgage or mortgages, and to any renewals and replacements thereof, which may now be on, or which
may hereafter be placed on Demised Premises, or on the property of which the Demised Premises may
be a part. LESSEE agrees to confirm said subordination in writing, upon the request of LESSOR.
LESSEE agrees to execute within ten (10) days of receipt from LESSOR, an Estoppel Certificate
certifying that this Lease is in full force and effect and further confirming the terms of the
Lease.




	25.	 	DEFAULTS





     The happening of any one or more of the following events shall constitute an Event of Default
under this Lease:




	 	(i)	 	a default in the payment of any rent or additional rent or required payment due
under this Lease, which default continues for a period of ten days;




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	 	(ii)	 	a default in the performance of or compliance with any of the other terms or
conditions contained or referred to in this Lease which continues for a period of
thirty (30) days after written notice of the default from LESSOR to LESSEE, except for
any default not capable of being remedied within the thirty (30) day period, in which
event the time permitted to LESSEE to cure the default shall be extended for as long as
shall be reasonably necessary to cure the default, provided LESSEE commences promptly
and proceeds to cure the default and provided further that the period of time shall not
be extended so as to jeopardize the interests of LESSOR in this Lease or so as to
subject LESSOR or LESSEE to any civil or criminal liabilities;
	 
	 	(iii)	 	a filing by or against LESSEE of a petition in bankruptcy or insolvency, or
for reorganization, or for the appointment of a receiver or trustee of all or a portion
of LESSEE’S property or an assignment by LESSEE for the benefit of LESSEE’S creditors;
or
	 
	 	(iv)	 	a levy upon or taking of the leasehold interest created by this Lease in
execution, attachment or other process of law.






	26.	 	TERMINATION






	 	a.	 	Termination After Default. Upon the occurrence of an
Event of Default, and after giving of any notice required by subparagraph
(ii) of Paragraph 25 and the expiration of any opportunity to cure accorded
to LESSEE thereunder, LESSOR at any time thereafter may give written notice
to LESSEE specifying the Event of Default and stating that this Lease shall
terminate on the date specified in the notice, which shall be at least five
days after giving of the notice, and upon the date specified in the notice,
this Lease and all right of LESSEE hereunder shall terminate.
	 
	 	b.	 	Surrender of Demised Premises; Re-entry. Upon the
termination of this Lease pursuant to Paragraph 26.1, LESSEE shall
peaceably surrender the Demised Premises to LESSOR, and LESSOR may without
notice re-enter the Demised Premises and repossess it by force, summary
proceedings, or otherwise, and may dispossess LESSEE and remove LESSEE and
all other persons and property from the Demised Premises and may have,
hold, and enjoy the Demised Premises and the right to receive all rent due.
	 
	 	c.	 	Reletting. At any time after the termination of this
Lease, LESSOR may relet the Demised Premises or any part thereof, in the
name of LESSOR or otherwise, for any term and upon any conditions as LESSOR
in LESSOR’S discretion may determine, and may collect the rent due. LESSOR
shall in no way be responsible liable for any failure to relet the Demised
Premises or any part of the Demised Premises or any failure to collect any
rent due upon any reletting.
	 
	 	d.	 	Lessee Remains Liable. No termination of this Lease
shall relieve LESSEE of LESSEE’S liabilities and obligations under this
Lease, and the liabilities and obligations shall survive any termination.
In the event of any termination, whether or not the Demised Premises or any
part thereof shall have been relet, LESSEE shall pay to LESSOR the rent and
additional rent required to be paid by LESSEE up to the time of the
termination. Thereafter, LESSEE until the end of what would have been the
Term in the absence of termination, shall be liable to LESSOR for and shall
pay to LESSOR the amount of rent and additional rent which would be payable
under this Lease by LESSEE if the Lease were still in effect, less the net
proceeds to LESSOR of any reletting.






	27.	 	LEGAL





     In the event of any default by the LESSOR or LESSEE under the terms of this Lease and either
party institutes a legal proceeding to cure such default or any eviction proceeding, in addition to
any other requirements under this Lease, the non-prevailing party shall be responsible for the
payment of reasonable attorney’s fees and all court costs.



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	28.	 	HOLD HARMLESS





     The LESSEE shall provide to the LESSOR, prior to the occupancy of the Demised Premises, a
certificate of liability insurance with a minimum of $1,000,000.00, combined single limit, for
which the coverage includes Bodily Injury, Property Damage, Personal Injury and Contractual
Liability, which shall also name the LESSOR as an additional insured. LESSEE’S policy shall also
include: business interruption coverage and coverage for LESSEE’S contents and betterments. In
addition, thereto, LESSEE will indemnify and save LESSOR harmless from any and all loss, cost and
expense resulting from claims, for bodily injury, wrongful death and property damage arising out of
or in any way connected with LESSEE’s use and occupancy of the Demised Premises or resulting from
any act or omission of LESSEE with respect to Demised Premises used and occupied by LESSEE in
common with others, unless such injury, death or damage results from the negligence of LESSOR or
LESSOR’s agents, employees, servants or contractors, from structural defects, or from failure of
LESSOR to perform LESSOR’s obligations under this Lease. The LESSOR shall have the right to
approve of any insurance company that said certificate is issued by and reject certificates as not
being a company licensed to do business in New York State. LESSEE shall also provide a clause of
ten (10) days notice of cancellation by any company providing LESSOR with a certificate of
insurance. If, in the event of non-notice by any company to LESSOR, LESSEE agrees to provide all
primary insurance.




	29.	 	HIDDEN DEFECTS





     LESSEE shall not be responsible for repair or correction of hidden defects or latent
conditions existing at the inception of this Lease.




	30.	 	COMPLETION OF PREMISES





     The LESSOR shall make every effort to complete the agreed improvements on said Demised
Premises and deliver possession thereof to the LESSEE by, on, or about December 1, 2009.




	31.	 	In the event that the LESSEE shall exercise its right of renewal option as contained in the
Paragraph 5 designated as “Option to Extend Term”, the new Base Rent for the lease renewal term
shall be Forty Nine Thousand One Hundred Ninety Four and 00/100 Dollars ($49,194.00 ) per annum.
	 
	32.	 	LATE FEE/LATE PAYMENTS





     A late fee of 2% per month, shall be paid as Additional Rent, if the Base Rent or any
Additional Rent, is not received by the 10th day of the month or within 30 days of the billing
date, respectively.



     If any Rent or Additional Rent is late two (2) or more times during any twelve (12) month
period during the lease term, LESSEE shall permanently forfeit all rights to: assign or sublet the
Demised Premises, to lease additional space, and to renew the lease term.




	33.	 	CONDEMNATION





     A. If the whole of the Demised Premises shall be taken for any public or quasi-public use
under any statute or by right of eminent domain, or by private purchase in lieu thereof, then this
Lease shall automatically terminate as of the date that title shall be taken. If any part of the
Demised Premises shall be so taken so as to render the remainder thereof unusable for the purposes
for which the Demised Premises were leased, then the LESSOR and LESSEE shall each have the right to
terminate this Lease on thirty (30) days written notice to the other given within ninety (90) days
after the date of such taking.



     B. All compensation awarded or paid upon such a total or partial taking of the Demised
Premises shall belong to and be the property of LESSOR without any participation by LESSEE;
provided, however, that nothing contained herein shall be construed to preclude LESSEE from
prosecuting any claim directly against the condemning authority in such condemnation proceedings
for loss of business, and/or depreciation for damage to, and/or cost of removal of, and/or for the
value of stock, and/or trade fixtures, furniture and other personal property belonging to LESSEE;
provided, however, that no such claim shall diminish or otherwise adversely affect LESSOR‘s award.
The current rental shall in any case be apportioned as of the date of actual possession by the
condemning authority.



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	34.	 	LESSEE covenants and agrees, at its sole cost and expense, to indemnify, protect, defend and
save harmless LESSOR from and against any and all damages, losses, liabilities, obligations,
penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs,
disbursements and/or expenses (including, without limitation, attorneys’ and experts’ fees,
expenses and disbursements) of any kind or nature whatsoever which may at any time be imposed upon,
incurred by or asserted or awarded against LESSOR relating to, resulting from or arising out of (a)
the use of the Demised Premises for the storage, treatment, generation, transportation, processing,
handling, production or disposal of any hazardous substance or as a landfill or other waste
disposal site or for military, manufacturing or industrial purposes or for the storage of petroleum
or petroleum based products, (b) the presence of any hazardous substance or a release or the threat
of a release of any hazardous substance on, at or from the Demised Premises, (c) the failure to
promptly undertake and diligently pursue to completion all necessary appropriate and legally
authorized investigative, containment, removal, clean up and other remedial actions with respect to
a release or threat of a release of any hazardous substance on, at or from the Demised Premises,
(d) human exposure to any hazardous substance, noises, vibrations or nuisances of whatever kind to
the extent the same arise from LESSEE‘s use or operation on the Demised Premises, (e) violation of
any applicable environmental law, (f) non-compliance with any environmental permit or (g) a
material misrepresentation or inaccuracy in any representation or warranty. The provisions of this
paragraph shall survive the termination of the Lease.
	 
	35.	 	In order to more effectively secure to the LESSOR the rent and other terms herein provided, it
is agreed as further condition of this Lease that the filing of any petition in bankruptcy, or
assignment for the benefit of creditors by or against the LESSEE shall be deemed to constitute a
breach of this Lease, and thereupon ipso facto and without entry or any other action by the LESSOR
this Lease shall become and be terminated and notwithstanding any other provision of this Lease the
damages for such breach in an amount equal to the amount of the rent reserved in this Lease for the
residue to the term hereof, less the fair rental value of the Demised Premises for the residue of
said term plus all costs of re-renting.
	 
	36.	 	LESSOR and LESSEE represent and warrant that there are no claims for brokerage commissions or
finder’s fee in connection with the execution of this Lease, except as listed below, and each of
the parties agree to indemnify the other against, hold it harmless from, all liabilities arising
from any such claim (including, without limitation, the cost of counsel fees in connection
therewith), except to Nothnagle Realtors, who has agreed per a separate agreement, to be
compensated by LESSOR.
	 
	37.	 	LESSEE shall submit Corporate Financial Statements, and any appropriate and necessary notes or
schedules, or adequate substitute financial information and/or banking references, upon reasonable
request by LESSOR or LESSOR’S financial institution.





     This Lease and all the provisions hereof shall be binding upon and inure to the benefit of the
successors and assigns of both parties hereto. The paragraph headings in this Lease are for
convenience only and do not form a part of this Lease. They shall not limit or affect in any way
the meaning of the paragraphs. This Lease shall be construed in accordance with the laws of the
State of New York.



     IN WITNESS WHEREOF, the LESSOR and the LESSEE have executed this Lease. A memorandum of this
Lease will be executed by the parties for filing in the Monroe County Clerk’s Office.



	 	 	 	 	 
	 	Interactive Therapy Group Consultants, Inc.

 	 
	DATE: October 19, 2009 	BY:  	/s/  Gary Gelman
 	 
	 	 	NAME:  Gary Gelman 	 
	 	 	TITLE:   Chairman 	 
	 
	 	Gallina Cambridge, LLC

 	 
	DATE: October 20, 2009 	BY:  	/s/ Andrew R. Gallina
 	 
	 	 	Andrew R. Gallina, Member 	 
	 	 	 	 
	 




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