RESOLUTION NO. 98 of 2010 DATED: April 27, 2010

WHEREAS, Hill & Markes, Inc. (the “Company”) submitted an application (the “Application”) to the Agency, a copy of which Application is on file at the office of the Agency, which Application requested that the Agency consider undertaking a project (the “Project”) for the benefit of the Company, said Project consisting of the following: (A) (1) the acquisition of an interest in a parcel of land consisting of a portion(s) of tax map parcel 54-2-2.1 and located on Highway 5S in the Town of Florida, Montgomery County, New York (the “Land”), (2) the construction of two facilities on the Land: (a) an approximately 100,000 square foot warehouse, and (b) an approximately 15,000 square foot office building (both facilities being collectively referred to as the “Facility”), (3) the acquisition and installation of certain machinery and equipment therein and thereon (the “Equipment”) (the Land, the Facility and the Equipment hereinafter collectively referred to as the “Project Facility”), all of the foregoing to constitute new warehousing and office facilities to support the growth of the Company’s supply business and related activities; (B) the granting of certain “financial assistance” (within the meaning of Section 854(14) of the Act) with respect to the foregoing, including potential exemptions from certain sales and use taxes, real property taxes, real estate transfer taxes and mortgage recording taxes (the “Financial Assistance”); and (C) the lease (with an obligation to purchase) or sale of the Project Facility to the Company or such other person as may be designated by the Company and agreed upon by the Agency, and

WHEREAS, in connection with the undertaking of the Project, the Company will execute and deliver a certain payment in lieu of tax agreement (the "PILOT Agreement") by and between the Agency and the Company pursuant to which the Company will agree to pay certain payments in lieu of taxes (the “PILOT Payments”) with respect to the Project Facility, and

WHEREAS, under the terms of the PILOT Agreement, the Agency is proposing to distribute and allocate the PILOT Payments to the affected tax jurisdictions (as defined in Section 854(16) of the GML) according to the terms of the following table:

Affected Tax Jurisdiction                       Percentage of Total PILOT     .
                                               Payment Received

Montgomery County                                         40%
Fonda Fultonville Central School District                 56%
Town of Florida                                            4%

, and

WHEREAS, Section 858(15) of the General Municipal Law ("GML") requires the Agency to obtain the written consent of the affected taxing jurisdictions when the Agency proposes to allocate and distribute PILOT Payments to affected tax jurisdictions in a manner that is different from the distribution and allocation of real property tax payments that would be in effect if the Agency was not involved in the Project and the Project Facility was not exempt from real property taxes, and

WHEREAS, the Agency desires that the Montgomery County Board of Supervisors (the “Board of Supervisors”), the Fonda-Fultonville Central School District, and the Town of Florida, as the affected tax jurisdictions with respect to the Project Facility, adopt resolutions approving the terms of the PILOT Agreement,

RESOLVED, by the Montgomery County Board of Supervisors as follows:

Section 1.   For the purpose of satisfying the requirements contained in
            Section 858(15) of the GML, the Board of Supervisors hereby
            approve the terms and conditions of the PILOT Agreement,
            including but not limited, to the terms of the distribution and
            allocation of the PILOT Payments referenced in the table above.

Section 2.   The Chairman of the Board of Supervisors is hereby authorized, on
            behalf of Montgomery County, to execute and deliver the PILOT
            Agreement, said PILOT Agreement to contain the distribution and
            allocation terms set forth in the table above with such changes,
            variations, omissions and insertions as the Chairman of the Board
            of Supervisors shall approve, the execution thereof by the
            Chairman of the Board of Supervisors to constitute conclusive
            evidence of such approval.

Section 3.   The officers, employees and agents of Montgomery County are
            hereby authorized and directed for and in the name and on behalf
            of Montgomery County to do all acts and things required or
            provided for by the applicable provisions of the GML in order to
            ensure compliance with such provisions as they relate to the
            execution and delivery of the PILOT Agreement, and to execute and
            deliver all such additional certificates, instruments and
            documents, and to do all such further acts and things as may be
            necessary or, in the opinion of the officer, employee or agent
            acting, desirable and proper to effect the purposes of the
            foregoing resolution.

Section 4.   This resolution shall take effect immediately.

RESOLUTION ADOPTED with Aye(1403).  Supervisors DiMezza, VACANT and Strevy were absent. (4/27/2010)