COMMERCIAL LEASE

COMMERCIAL LEASE

THIS LEASE, dated as of the 29th day of August, 2005, by and between 200 Railroad Avenue LLC, a limited liability company organized and existing pursuant to the laws of the State of Connecticut with a place of business of 200 Railroad Avenue, Greenwich, Connecticut (hereinafter referred to as “Landlord”) and Warp Technology Holdings, Inc., a corporation organized and existing pursuant to the laws of the State of Nevada, with an authorization to conduct business in the State of Connecticut with a current place of business of 151 Railroad Avenue, Greenwich, Connecticut acting herein by Brian Sisko its Chief Operating Officer hereunto duly authorized (hereinafter referred to as “Tenant”).

W I T N E S S E T H

1. Demised Premises

Section 1.01

The Landlord, in consideration of the rents, covenants and agreements hereinafter reserved, mentioned and contained on the part of Tenant, its successors and permitted assigns, to be paid, kept and performed, has leased, rented, let and demised and by these presents does lease, rent, let and demise unto Tenant and Tenant does hereby take and hire, upon and subject to the conditions hereinafter expressed: That part of 200 Railroad Avenue, Greenwich, Connecticut (the “Building”) located on the third floor consisting of One Thousand Eight Hundred (1,800) square feet more or less as set forth on Schedule A attached hereto and made a part hereof (the “Demised Premises”), together with four (4) assigned outdoor parking spaces, one of which space may be used as tandem parking for up to two cars in said space (see Article 30).

2. Term of Lease

Section 2.01

To have and to hold said Demised Premises unto the Tenant, its successors and permitted assigns, for a term commencing on the date of this Lease (the “Commencement Date”) and expiring August 14, 2009 (the “Expiration Date”), as hereinafter defined, unless said term shall sooner cease and expire pursuant to the terms, conditions or provisions of this Lease. The Rent Commencement Date is August 15, 2005.

If the Rent Commencement Day does not occur on the first day of a calendar month, Rent, Additional Rent, costs and expenses due with respect to the month in which the Rent Commencement Day occurs shall be paid in advance and pro-rated through the end of such month.

Tenant shall, upon the request of the Landlord, join in the execution of a short form, or memorandum of, Lease setting forth the commencement and expiration dates of the Lease term hereof, promptly after the same have been ascertained in proper form for local recordation and Tenant shall each take such further action as may be necessary to permit such recordation.

This Lease is made upon the following covenants, agreements, terms, provisions, conditions and limitations, all of which Landlord and Tenant covenant and agree to perform and observe.

3. Rent

Section 3.01

Tenant covenants and agrees to pay to Landlord, without previous demand therefore and without any set off or deduction whatsoever, during the term of this Lease, an aggregate rent over the term of the Lease of Three Hundred Thirteen Thousand Three Hundred Sixty Two and 00/100 ($313,362.00) Dollars (“Rent” or “Annual Rent”) plus Additional Rent, costs and expenses as may be provided for herein, with rent payable at the following annual rates in equal monthly installments on the first day of each month.

Prior to its occupancy, the Tenant agrees to deposit the sum of Thirteen Thousand Eight Hundred ($13,800.00) Dollars (the “Security Deposit”) with the Landlord. The Security Deposit shall be placed in a bank account in the name of the Landlord with all interest earned thereon being the property of the Landlord.

Section 3.02

Notwithstanding the foregoing, the Annual Rent due shall never decrease from the prior years’ annual rent for any reason.

4. Use of Demised Premises

Section 4.01

Tenant shall have the right to the full, peaceable and exclusive use and possession of the Demised Premises as a general office and agrees not to use or permit the Demised Premises to be used for any other purpose without the prior written consent of the Landlord. Tenant has completed its due diligence with respect to the applicable zoning and permitted uses for the Demised Premises and is satisfied that that the Demised Premises are presently zoned to lawfully permit the use and occupancy for its intended use.

Section 4.02

Tenant, its agents, employees, guests and invitees shall not perform any acts or carry on any practices which may injure the Demised Premises or could constitute a nuisance or would disturb, annoy or endanger any other tenant or the general public.

Section 4.03

Tenant agrees that no more than eight (8) employees, independent contractors, agents or permitted subtenants shall occupy the Demised Premises at any one time. In the event Tenant violates this provision the Tenant shall have three (3) days to cure the default, notwithstanding other provisions to the contrary set forth elsewhere in this Lease. Thereafter, Tenant shall pay to Landlord as Additional Rent the sum of $100.00 for each day the default continues. Nothing contained herein shall exclude any other remedies of Landlord in the event of such default, including the right to bring a summary process action against Tenant for possession of the Demised Premises. Tenant agrees that it shall, upon Landlord’s reasonable request, execute an affidavit under oath stating that no more than eight (8) employees, independent contractors, agents or subtenants have occupied the Demised Premises at any one time. Said affidavit shall be executed and returned to Landlord no later than three (3) days after such request has been made.

5. Alterations

Section 5.01

Tenant shall make no alterations, installations, additions or improvements (the “Alterations”) in or to the Demised Premises without Landlord’s prior written consent, which consent shall not unreasonably be withheld, unless such Alterations involve a structural change to the Building or, in Landlord’s reasonable opinion may adversely affect the Building’s electrical, plumbing or mechanical systems. Tenant and Landlord shall cooperate and coordinate in connection with the making of such Alterations as are approved by Landlord hereunder. All such Alterations shall be performed (i) at Tenant’s sole expense; (ii) in full compliance with all laws, orders, rules, regulations and requirements of all governmental and municipal authorities having jurisdiction; and (iii) only by contractor(s) which are approved by Landlord, which approval shall not be unreasonably withheld. If Landlord determines that the services of architects, engineers or other professionals are reasonably required in order for Landlord to review Tenant’s plans and/or specifications for any such Alterations, the fees charged by such professionals shall be paid by the Tenant as Additional Rent. Landlord’s approval of Tenant’s plans for such Alterations shall not be deemed to be a statement or representation by Landlord as to the accuracy or completeness of said plans and specifications or the compliance thereof with any laws, ordinances, rules or regulations.

1

Section 5.02

If any mechanic’s lien is filed against the Building, or the land on which it is located, as a result of Tenant’s construction or alterations activities, Tenant shall cause such lien to be discharged within thirty (30) days by filing the bond provided by law, or by payment or otherwise. If Tenant fails to so discharge any such lien within said thirty (30) day period, Landlord may do so without inquiring into the validity of such lien. Any amount so paid by Landlord, together with interest thereon at the rate of one (1%) percent per month, or any fraction thereof, shall be paid by Tenant to Landlord and, until so paid by Tenant, shall constitute and be payable as Additional Rent.

Section 5.03

Prior to commencing any Alterations, Tenant shall deliver to Landlord: (a) copies of all municipal or governmental permits and authorizations which may be required in connection with such work; (b) copies of certificates evidencing workmen’s compensation insurance covering all persons employed in connection with the Alterations and with respect to whom death or bodily injury claims could be asserted against Landlord, Tenant or the Premises, and (c) copies of certificates evidencing comprehensive general liability insurance, including contractual liability insurance, products / completed operations insurance for the mutual benefit of Tenant and Landlord with limits of not less than $1,000,000.00 in the event of bodily injury to one person and not less than $2,000,000.00 in respect of any one occurrence, and with limits of not less than $250,000.00 for property damage, shall be provided by Tenant and all contractors and subcontractors without cost to the Landlord at all times when any work is in process in connection with any Alterations. Such insurance shall be in a company or companies of recognized responsibility reasonably satisfactory to Landlord, the holder of any fee mortgage and all policies or Certificates of Insurance (unless the original Tenant of this Lease has assigned or sublet the Demised Premises to another, then such Assignee or Subtenant shall deliver to Landlord certified duplicates therefore) issued by the respective insurers, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord. Tenant or Tenant’s contractors shall name Tenant and Landlord as additional insureds under such policy(s).

Section 5.04

Any Improvements shall be made promptly, except for delays due to causes beyond Tenant’s reasonable control, and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and buildings and zoning laws and with all other laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments, departments, commissions, boards and officers, and in accordance with the orders, rules and regulations of the National Board of Fire Underwriters or any body hereafter exercising similar functions;

Section 5.05

During the period of improvement, Tenant shall not be relieved of its liability to pay the Rent and Additional Rent, if any, and other charges payable under this Lease or from any of its other obligations under this Lease.

Section 5.06

Upon the completion of the Alterations, Tenant shall deliver to Landlord a release of all liens in form and upon terms acceptable to both parties stating that no liens or attachments have resulted from Tenant’s improvements to the Demised Premises.

Section 5.07

All erections, alterations, additions and improvements, whether temporary or permanent in character, which may be made upon the Demised Premises, either by the Landlord or Tenant, except furniture and trade fixtures installed at the expense of Tenant, shall be the property of the Landlord and shall remain upon and be surrendered with the Demised Premises as a part thereof at the expiration or termination of this Lease, without compensation to the Tenant.

6. Repairs

Section 6.01

The Tenant has examined the Demised Premises and accepts them in their present condition and without any representation on the part of the Landlord or its agents, if any, as to the present or future condition of said Demised Premises. The Tenant shall keep the Demised Premises in good condition and shall make all repairs or replacements thereto including light fixtures and light bulbs (whether regular, fluorescent, halogen or otherwise) as and when the need to preserve the Demised Premises arises.

Section 6.02

All damage or injury to the Demised Premises or the Building caused or resulting from Tenant moving property into or out of the Building or by Tenant’s installation of furniture or fixtures shall be promptly repaired, restored or replaced by Tenant, at Tenant’s sole cost and expense. If such repair, restoration or replacement is not promptly performed by Tenant, then Landlord shall, at its option, effect such repairs, restorations or replacements and charge Tenant the costs of same as Additional Rent. All such repairs, restorations or replacements shall be in good quality and class equal to the original installations.

Section 6.03

Tenant shall keep and maintain all portions of the Demised Premises in a clean and orderly condition.

Section 6.04

Notwithstanding the foregoing sections of this Article 6, “Repairs”, Tenant shall not be required to make structural repairs, restorations or replacements unless caused by Tenant’s misuse or negligence or necessitated by structural alterations or repairs made by Tenant.

7. Discharge of Liens

Section 7.01

Except as otherwise expressly provided to the contrary, Tenant will not create or permit to be created or to remain, and will discharge, any lien, encumbrance or charge levied on account of any mechanic’s, laborer’s or materialman’s lien or any mortgage, conditional sale, title retention agreement or chattel mortgage, or otherwise, upon the Building or Demised Premises or any part thereof or the income therefrom, having any priority or preference over or ranking on a parity with the estate, rights and interest of Landlord in the Demised Premises or any part thereof or the income therefrom, and Tenant will not suffer any other matter or thing whereby the estate, rights and interest of Landlord in the Demised Premises or any part thereof might be impaired.

Section 7.02

If any mechanic’s, laborer’s or materialman’s lien shall at any time be filed against the Building or Demised Premises or any part thereof, Tenant within thirty (30) days after the notice of the filing thereof, shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise, and Tenant shall indemnify and save harmless the Landlord from any loss, claim or damage, including reasonable attorney’s fees, resulting therefrom or by reason thereof.

Section 7.03

Nothing in this Lease contained shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to or repair of the Building or Demised Premises or any part thereof, in order to establish a valid mechanic’s lien against the Landlord by reason thereof.

8. Legal Requirements

Section 8.01

Tenant shall, at its expense, comply with all laws, orders, ordinances and regulations of federal, state, and municipal authorities with respect to the occupancy, use or manner of use of the Demised Premises. If Tenant receives written notice of any violation of such law, ordinance, rule, order or regulation, Tenant shall, in addition to Tenant’s obligation to comply as aforementioned, give prompt notice thereof to Landlord.

9. Insurance

Section 9.01

During the term, the Tenant, at its own cost and expense, shall provide and keep in force Commercial General Liability Insurance affording coverage of not less than Two Million ($2,000,000.00) Dollars for bodily injury, including death, and property damage; and all such policies shall name the Landlord and Allied Property Management, LLC as additional insureds. Said policy shall be written as a primary policy not contributing with, or in excess of, insurance that Landlord may have and shall include coverage on an “occurrence basis” rather than a “claims made” basis. Tenant shall also carry fire and extended coverage property insurance on all of its personal property, including contents and trade fixtures, and in an amount adequate to cover the cost of replacement of its fixtures and improvements.

Section 9.02

All such insurance shall be effected under valid and enforceable policies (which may cover the Demised Premises and other location of Tenant, provided such policy includes a priority claim endorsement in favor of Landlord), shall be issued by an insurer of recognized responsibility satisfactory to Landlord, and shall contain a provision whereby the insurer agrees not to cancel the insurance without thirty (30) days’ prior written notice to Landlord.

Section 9.03

Notwithstanding any other provision of this Lease, in the event of loss or damage to the Building or the Demised Premises, and/or any contents, Landlord and Tenant agree each to look first to any insurance directly covering their respective interests before pursuing any claims against the other party. Landlord and Tenant shall use their best efforts to obtain, for each policy of such insurance, their respective insurer’s permission to waive any claim against the other party for causing, or responsibility for, the loss or damage within the coverage or scope of the insurance, and, for each party for itself and its insurer, to waive all such claims against the other party and its insurer.

Section 9.04

No more frequently than once every twenty four (24) months, Landlord shall have the right to review the provisions of this Article and to require reasonable changes in the amounts or types of insurance, or both, as Landlord may deem reasonably necessary in order to adequately protect the Landlord’s interests.

Section 9.05

Prior to taking occupancy of the Demised Premises, Tenant shall deliver to Landlord a certificate or certificates evidencing the aforesaid insurance coverages. Renewal certificates shall be furnished to Landlord at least thirty (30) days prior to the expiration date of each policy for which a certificate was heretofore furnished.

Section 9.06

Tenant acknowledges that Landlord shall not be responsible to provide for or carry insurance on any of Tenant’s personal property or fixtures.

Section 9.07

Tenant agrees to replace at the Tenant’s sole cost and expense any and all glass which may become broken in and on the Demised Premises, except as may result from the gross negligence of Landlord, its agents and employees or by an act of God or nature. The burden of proof shall be on the Tenant that the glass breakage was not caused by the Tenant, otherwise the Tenant shall be responsible for such glass repair / replacement.

10. Damage by Fire or Other Cause

Section 10.01

If the Building or the Demised Premises shall be partially damaged by fire or other cause without the fault or neglect of Tenant, Tenant’s servants, employees, agents, visitors or licensees, the damages thereto (but not including Tenant’s improvements, trade fixtures and stock in trade) shall be repaired by the Landlord and the Rent and other charges, Additional Rent and the like payable by Tenant under this Lease shall be apportioned according to the part of the Demised Premises which is usable by Tenant. But if such partial damage is due to the fault or neglect of the Tenant, or of Tenant’s servants, employees, agents, visitors or licensees the damages shall be repaired by Landlord but there shall be no apportionment or abatement of Rent or the Additional Rent and other charges payable by Tenant under this Lease. No penalty shall accrue for reasonable delay which may arise by reason of adjustment of insurance on the part of Landlord and/or Tenant and for reasonable delay on account of “labor troubles”, or any other cause beyond Landlord’s control.

Section 10.02

If the Building and/or Demised Premises are totally damaged or are rendered wholly untenantable by fire or other cause, and if Landlord shall decide not to restore or not to rebuild the same, or if the Building of which the Demised Premises forms a part shall be so damaged that Landlord shall decide to demolish it, then, or in any such events, Landlord may within one hundred twenty (120) days after such fire or other cause, give Tenant a notice in writing of such decision, which notice shall be given as herein provided, and thereupon the Term of this Lease shall expire by lapse of time upon the third day after such notice is given, and Tenant shall vacate the Demised Premises and surrender same to Landlord. If Tenant shall not be in default under this Lease then, upon termination of this Lease under the conditions provided for in the immediately preceding sentence, Tenant’s liability for rent and other charges payable by Tenant shall cease as of the day following such notice.

Section 10.03

If the Building and/or the Demised Premises are totally damaged or are rendered wholly untenantable by fire or other cause, and if Landlord shall decide to restore or rebuild the same, or if the Building shall be so damaged that Landlord shall decide to demolish it and rebuild the same or similar building, including space similar to the Demised Premises, then or in any of such events Landlord may, within one hundred twenty (120) days after such fire or other cause, give Tenant a notice in writing of such decision, which notice shall be given as herein provided, and thereupon the Term of this Lease shall not terminate, but shall continue in full force and effect, and the rent and other charges payable by Tenant under this Lease shall abate and be suspended for the duration of the restoration or reconstruction of the Demised Premises and until such time as Tenant may again enter into possession and use and occupancy as existed immediately prior to the fire or other cause of damage and destruction, provided that the Tenant is able to lawfully enter into possession, use and occupancy of the Demised Premises within one (1) year from the date of the fire or other cause of such damage. If the Tenant is not so restored to possession, use and occupancy of the restored or rebuilt Demised Premises within said one (1) year period, Tenant shall have the right to elect to terminate this Lease. Nothing in this paragraph shall be deemed to affect the length of the Term of this Lease.

Section 10.04

No damages, compensation or claims shall be payable to Tenant by Landlord for delay, inconvenience, loss of business or annoyance arising from any such damage or from any repair or restoration of all or any portion of the Demised Premises or of the Building.

Section 10.05

No damages, compensation or claims shall be payable to Tenant by Landlord for delay, inconvenience, loss of business or annoyance arising from any such damage or from any repair or restoration of all or any portion of the Demised Premises or of the Building.

11. Assignment, Subletting, Mortgaging

Section 11.01

Tenant shall not, by operation of law or otherwise, assign, mortgage or encumber this Lease, nor sublet or permit the Demised Premises to be used by others, without Landlord’s prior written consent in each instance. The consent by Landlord to any assignment or subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord’s prior written consent to any other or further assignment or subletting.

Upon obtaining a proposal for assignment or sublease, upon terms satisfactory to Tenant, Tenant shall submit to Landlord a copy of the fully executed proposed assignment or sublease together with a description of the nature and character of the business of the proposed assignee or subtenant, and such other information reasonably requested by Landlord together with a non-refundable fee in the amount of Two Hundred Fifty ($250.00) Dollars. Within thirty (30) days of the receipt of the foregoing, Landlord shall provide notice to the Tenant that: (i) Landlord shall consent to such proposed assignment or subletting, because the same is for the entire Demised Premises and the proposed assignee or sub-tenant is a person or entity which has adequate and appropriate financial standing, and is of good character and reputation, and is engaged in a business and proposes to use the Demised Premises in a manner which is wholly in keeping with the Lease and the standards of the Building, or (ii) that such consent is denied and the reason for such denial.

Section 11.02

If the Lease shall be assigned, or if the Demised Premises shall be sublet or occupied by any person or persons other than the Tenant, with Landlord’s consent, the Tenant shall remain obligated to pay the Rent, Additional Rent, costs and expenses due under this Lease and perform all of the covenant’s, terms and conditions of this Lease. Landlord may, after default by Tenant, collect Rent, Additional Rent, costs and expenses from the assignee, subtenant or occupant and apply the net amount collected to the Rent, Additional Rent, costs and expenses herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of the covenants in this Article 11, nor shall it be deemed acceptance of the assignee, subtenant or occupancy as a tenant, or release of Tenant from the full performance by Tenant of all of the terms, conditions and covenants of this Lease, and Tenant shall remain fully liable therefore.

Section 11.03

Each permitted assignee shall assume and be deemed to have assumed this Lease and shall be and remain liable, jointly and severally with Tenant, for the payment of the Rent, Additional Rent, costs and expenses due hereunder and for the due performance of all terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the Term.

Section 11.04

In the event of any sublease or assignment of the Demised Premises or a portion thereof, Tenant shall pay to the Landlord a sum equal to (a) one (1/2) half of any Rent, Additional Rent, costs and expenses or other consideration in excess of the required Rent, Additional Rent, costs and expenses due hereunder; and (b) one (1/2) half of any other profit or gain realized by Tenant from such subletting or assignment. All sums payable hereunder by Tenant shall be paid to Landlord as Additional Rent immediately upon the receipt thereof by Tenant.

Section 11.05

In each instance that the Tenant gives Notice to the Landlord of its intention to assign or sublet all or any part of the Demised Premises such Notice shall include a copy of the written bona fide offer to sublet or assign, then and in such event Landlord shall have the right, to be exercised by giving written Notice to Tenant within forty five (45) days after receipt of Tenant’s Notice, to recapture the space described in Tenant’s notice, and such recapture notice shall, if given by Landlord, cancel and terminate this Lease with respect to the space therein described as of ninety (90) days from the date of Tenant’s notice. If Tenant’s notice shall cover all of the space hereby demised and Landlord shall give the aforesaid recapture notice with respect thereto, the term of this Lease shall expire and end on that date which is ninety (90) days from the date of Tenant’s notice as fully and completely as if that date had been herein definitely fixed for the expiration of the term.

12. No Liability of Landlord

Section 12.01

Neither Landlord, Landlord’s property manager, nor agent or employees of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees for any damages to, or loss (by theft, vandalism or otherwise) of any of Tenant’s property and/or of property of any other entity or person, irrespective of the cause of such damage or loss, unless caused by Landlord’s gross negligence. Tenant acknowledges that the employees or agents of Landlord are not authorized to accept any property of Tenant for purposes of safeguarding the same on behalf of Tenant of any Tenant’s employees, contractors or agents.

Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to business arising from the making of any repairs or alterations or performing maintenance services at the Building by Landlord, its contractors, employees or agents of any other tenant, its contractors, employees or agents provided that such does not materially interfere with the conduct of Tenant’s business within the Demised Premises for more than forty eight (48) hours in each instance. Landlord will use its best efforts to restrict any such inconvenience, annoyance, interruption or injury which may be of a material nature to Tenant’s business to periods of not more than forty eight (48) hours in duration.

Section 12.02

Tenant agrees that its sole remedies in cases where Landlord’s reasonableness in the exercise of its judgment or the withholding or delaying of its consent or approval is applicable and an issue shall be those in the nature of an action or proceeding for an injunction or for specific performance. In such cases, Tenant hereby specifically waives its rights to money damages or other remedies (including the right to claim money damages by way of setoff, counterclaim or defense). Failure by Tenant to seek injunctive or specific performance relief within ninety (90) days of the date of Landlord’s decision or alleged failure to render a decision shall be deemed a waiver of any right to dispute such action.

Section 12.03

Tenant shall defend, reimburse, indemnify and save harmless the Landlord, its agents and employees, from and against any and all liability, costs, expenses and damages, suits, claims, and demands of every kind and nature, including reasonable counsel fees, which are asserted or brought or instituted by or on behalf of any person, firm, association or corporation, in connection with any person