OFFICE LEASE AGREEMENT BETWEEN MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("LANDLORD") AND UTIX GROUP, INC., A DELAWARE CORPORATION ("TENANT")

NEW ENGLAND EXECUTIVE PARK

BUILDING EIGHT

BURLINGTON, MASSACHUSETTS

OFFICE LEASE AGREEMENT

BETWEEN

MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY

("LANDLORD")

AND

UTIX GROUP, INC., A DELAWARE CORPORATION

("TENANT")

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OFFICE LEASE AGREEMENT

THIS QFFICE LEASE AGREEMENT (The "LEASE") is made and entered into as of

the 14 day of September, 2004, by and between MA-NEW ENGLAND EXECUTIVE PARK,

L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("LANDLORD") and UTIX GROUP, INC.,

A DELAWARE CORPORATION ("TENANT"). The following exhibits and attachments are

incorporated into and made a part of the Lease: EXHIBIT A (Outline and Location

of Premises), EXHIBIT B (Expenses and Taxes), EXHIBIT C (Work Letter), EXHIBIT D

(Commencement Letter), EXHIBIT E (Building Rules and Regulations), EXHIBIT F

(Additional Provisions) and EXHIBIT G (Commencement Date Agreement [for

recording]).

1. BASIC LEASE INFORMATION.

1.01 "BUILDING" shall mean the building located at Eight New England

Executive Park, Burlington, Massachusetts 01803, and commonly

known as Eight New England Executive Park. "RENTABLE SQUARE

FOOTAGE OF THE BUILDING" is deemed to be 218,512 square feet.

1.02 "PREMISES" shall mean the area shown on EXHIBIT A to this Lease.

The Premises is located on the 1st floor and known as suite 140.

If the Premises include one or more floors in their entirety,

all corridors and restroom facilities located on such full

floor(s) shall be considered part of the Premises. The "RENTABLE

SQUARE FOOTAGE OF THE PREMISES" is deemed to be 3,911 square

feet. Landlord and Tenant stipulate and agree that the Rentable

Square Footage of the Building and the Rentable Square Footage

of the Premises are correct.

1.03 "BASE RENT":

MONTHS OF TERM ANNUAL RATE MONTHLY

PER SQUARE FOOT BASE RENT

-------------- --------------- ---------

Months 1 - 62 $18.00 $5,866.50

Notwithstanding anything in this Section of this Lease to the

contrary, so long as Tenant is not in default under this Lease,

Tenant shall be entitled to an abatement of Base Rent in the

amount of $5,866.50 per month for 2 consecutive full calendar

months of the Term, beginning with the 1st full calendar month

of the Term (the "BASE RENT ABATEMENT PERIOD"). The total amount

of Base Rent abated during the Base Rent Abatement Period shall

equal $11,733.00 (the "ABATED BASE RENT"). If Tenant defaults at

any time during the Term and fails to cure such default within

any applicable cure period under this Lease, all Abated Base

Rent shall immediately become due and payable. The payment by

Tenant of the Abated Base Rent in the event of a default shall

not limit or affect any of Landlord's other rights, pursuant to

this Lease or at law or in equity. During the Base Rent

Abatement Period, only Base Rent shall be abated, and all

Additional Rent and other costs and charges specified in this

Lease shall remain as due and payable pursuant to the provisions

of this Lease.

1.04 "TENANT'S PRO RATA SHARE": 1.7898%.

1.05 "BASE YEAR" for Taxes (defined in EXHIBIT B): Fiscal Year

(defined below) 2005 (e.g., July 1, 2004 to June 30, 2005);

"BASE YEAR" for Expenses (defined in EXHIBIT B): calendar year

2004.

For purposes hereof, "FISCAL YEAR" shall mean the Base Year for

Taxes and each period of July 1 to June 30 thereafter.

1.06 "TERM": A period of 62 months. Subject to Section 3, the Term

shall commence on September 1, 2004 (the "COMMENCEMENT DATE")

and, unless terminated early in accordance with this Lease, end

on October 31, 2009 (the "TERMINATION DATE"). In addition, if

Tenant is entitled to register or record a notice or memorandum

of this Lease pursuant to the terms of Section 1.18, Landlord

and Tenant shall also execute and Tenant may register or record,

as appropriate, at Tenant's cost and expense, a Commencement

Date Agreement in the form attached as EXHIBIT G.

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1.07 Allowance(s): None.

1.08 "SECURITY DEPOSIT": $25,000.00, as more fully described in

Section 6.

1.09 "LETTER OF CREDIT": None.

1.10 "GUARANTOR(S)": As of the date of this Lease, there are no

Guarantors.

1.11 "BROKER(S)": Nagog Associates.

1.12 "PERMITTED USE": General office use.

1.13 "NOTICE ADDRESS(ES)":

Landlord: Tenant:

MA-New England Executive Park, L.L.C. UTIX Group, Inc.

c/o Equity Office 8 New England Executive Park

100 Summer Street Suite 140

Boston, Massachusetts 02110 Burlington, Massachusetts 01803

Attention: Property Manager

A copy of any notices to Landlord shall be sent to Equity

Office, Two North Riverside Plaza, Suite 2100, Chicago, IL

60606, Attn: Boston Regional Counsel.

A copy of any notices whereby Landlord is notifying Tenant of a

Tenant default under the Lease, or notifying Tenant of, or

responding to Tenant with respect to, any option rights of

Tenant under the Lease (as opposed to routine notices concerning

the operation of the Building) shall be sent to:

H. Scott Flegal, Esq.

Flegal Law Office

159 Main Street

Nashua, New Hampshire 03060

1.14 "BUSINESS DAY(S)" are Monday through Friday of each week,

exclusive of New Year's Day, Presidents Day, Memorial Day,

Independence Day, Labor Day, Thanksgiving Day and Christmas Day

("HOLIDAYS"). Landlord may designate additional Holidays that

are commonly recognized by other office buildings in the area

where the Building is located. "BUILDING SERVICE HOURS" are 8:00

A.M. to 6:00 P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on

Saturdays.

1.15 "LANDLORD WORK" means the work that Landlord is obligated to

perform in the Premises pursuant to a separate agreement (the

"WORK LETTER"), attached to this Lease as EXHIBIT C.

1.16 "PROPERTY" means the Building and the parcel(s) of land on which

it is located and, at Landlord's discretion, the parking

facilities and other improvements, if any, serving the Building

and the parcel(s) of land on which they are located.

1.17 Notwithstanding anything to the contrary contained in Section 12

of the Lease, Landlord shall have the right to require Tenant to

post a performance or payment bond in connection with any work

or service done or purportedly done by or for the benefit of

Tenant. Tenant acknowledges and agrees that all such work or

service is being performed for the sole benefit of Tenant and

not for the benefit of Landlord.

1.18 Tenant shall not record this Lease or any memorandum or notice

without Landlord's prior written consent; provided, however,

Landlord agrees to consent to the recordation or registration of

a memorandum or notice of this Lease, at Tenant's cost and

expense (and in a form reasonably satisfactory to Landlord), if

the initial term of this Lease or the initial term plus renewal

terms granted exceed, in the aggregate, 7 years. If this Lease

is terminated before the Term expires, upon Landlord's request

the parties shall execute, deliver and record an instrument

acknowledging the above and the date of the termination of this

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Lease, and Tenant appoints Landlord its attorney-in-fact in its

name and behalf to execute the instrument if Tenant shall fail

to execute and deliver the instrument after Landlord's request

therefor within 10 days.

2. LEASE GRANT.

The Premises are hereby leased to Tenant from Landlord, together with

the right to use any portions of the Property that are designated by Landlord

for the common use of tenants and others (the "COMMON AREAS").

3. ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION.

3.01 If Landlord is required to perform Landlord Work prior to the

Commencement Date: (a) the date set forth in Section 1.06 as the Commencement

Date shall instead be defined as the "TARGET COMMENCEMENT DATE"; (b) the actual

Commencement Date shall be the date on which the Landlord Work is Substantially

Complete (defined below); and (c) the Termination Date will be the last day of

the Term as determined based upon the actual Commencement Date. Landlord's

failure to Substantially Complete the Landlord Work by the Target Commencement

Date shall not be a default by Landlord or otherwise render Landlord liable for

damages. Promptly after the determination of the Commencement Date, Landlord and

Tenant shall enter into a commencement letter agreement in the form attached as

EXHIBIT D. If the Termination Date does not fall on the last day of a calendar

month, Landlord and Tenant may elect to adjust the Termination Date to the last

day of the calendar month in which Termination Date occurs by the mutual

execution of a commencement letter agreement setting forth such adjusted date.

The Landlord Work shall be deemed to be "SUBSTANTIALLY COMPLETE" on the date

that all Landlord Work has been performed, other than any details of

construction, mechanical adjustment or any other similar matter, the

non-completion of which does not materially interfere with Tenant's use of the

Premises. If Landlord is delayed in the performance of the Landlord Work as a

result of the acts or omissions of Tenant, the Tenant Related Parties (defined

in Section 13) or their respective contractors or vendors, including, without

limitation, changes requested by Tenant to approved plans, Tenant's failure to

comply with any of its obligations under this Lease, or the specification of any

materials or equipment with long lead times (a "TENANT DELAY"), the Landlord

Work shall be deemed to be Substantially Complete on the date that Landlord

could reasonably have been expected to Substantially Complete the Landlord Work

absent any Tenant Delay.

3.02 Subject to Landlord's obligation, if any, to perform Landlord Work,

the Premises are accepted by Tenant in "as is" condition and configuration

without any representations or warranties by Landlord. By taking possession of

the Premises, Tenant agrees that the Premises are in good order and satisfactory

condition. Landlord shall not be liable for a failure to deliver possession of

the Premises or any other space due to the holdover or unlawful possession of

such space by another party, however Landlord shall use reasonable efforts to

obtain possession of the space. The commencement date for the space, in such

event, shall be postponed until the date Landlord delivers possession of the

Premises to Tenant free from occupancy by any party. If Tenant takes possession

of the Premises before the Commencement Date, such possession shall be subject

to the terms and conditions of this Lease and Tenant shall pay Rent (defined in

Section 4.01) to Landlord for each day of possession before the Commencement

Date. However, except for the cost of services requested by Tenant (e.g. freight

elevator usage), Tenant shall not be required to pay Rent for any days of

possession before the Commencement Date during which Tenant, with the approval

of Landlord, is in possession of the Premises for the sole purpose of performing

improvements or installing furniture, equipment or other personal property.

3.03 Notwithstanding anything to the contrary contained herein, Landlord

and Tenant acknowledge and agree that the Premises shall be tendered to Tenant

with certain furniture and equipment (the "FURNITURE") of the prior tenant

remaining in the Premises. Although Landlord shall permit Tenant to utilize or

remove the Furniture, Landlord makes no representation or warranty as to the

ownership of the Furniture and Tenant shall utilize and/or dispose of the

Furniture at Tenant's sole risk. Tenant agrees to remove the Furniture from the

Premises on the earlier to occur of the Termination Date or the termination of

this Lease or Tenant's right to possession thereunder, at Tenant's sole cost and

expense, and to bear the costs of any repairs or restoration to the Premises

necessitated by such removal, provided that if Tenant leaves any Furniture in

the Premises, Landlord shall have the right to remove and dispose of the

Furniture and Tenant shall reimburse Landlord for the cost of such removal and

disposal and any repairs or restoration to the Premises necessitated by such

removal and disposal. Tenant shall indemnify, defend and hold Landlord harmless

from and against any

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and all claims, liabilities, damages or actions brought against or incurred by

Landlord by any parties claiming to have any interest in the Furniture.

4. RENT.

4.01 Tenant shall pay Landlord, without any setoff or deduction, unless

expressly set forth in this Lease, all Base Rent and Additional Rent due for the

Term (collectively referred to as "RENT"). "ADDITIONAL RENT" means all sums

(exclusive of Base Rent) that Tenant is required to pay Landlord under this

Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but

excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and

recurring monthly charges of Additional Rent shall be due and payable in advance

on the first day of each calendar month without notice or demand, provided that

the installment of Base Rent for the 3rd full calendar month of the Term, and

the first monthly installment of Additional Rent for Expenses and Taxes, shall

be payable upon the execution of this Lease by Tenant. All other items of Rent

shall be due and payable by Tenant on or before 30 days after billing by

Landlord. Rent shall be made payable to the entity, and sent to the address,

Landlord designates and shall be made by good and sufficient check or by other

means acceptable to Landlord. Tenant shall pay Landlord an administration fee

equal to 5% of all past due Rent, provided that Tenant shall be entitled to a

grace period of 5 days for the first 2 late payments of Rent in a calendar year.

In addition, past due Rent shall accrue interest at 12% per annum. Landlord's

acceptance of less than the correct amount of Rent shall be considered a payment

on account of the earliest Rent due. Rent for any partial month during the Term

shall be prorated. No endorsement or statement on a check or letter accompanying

payment shall be considered an accord and satisfaction. Tenant's covenant to pay

Rent is independent of every other covenant in this Lease.

4.02 Tenant shall pay Tenant's Pro Rata Share of Taxes and Expenses in

accordance with EXHIBIT B of this Lease.

5. COMPLIANCE WITH LAWS; USE.

The Premises shall be used for the Permitted Use and for no other use

whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders,

rules and regulations of any municipal or governmental entity whether in effect

now or later, including the Americans with Disabilities Act ("LAW(S)"),

regarding the operation of Tenant's business and the use, condition,

configuration and occupancy of the Premises. In addition, Tenant shall, at its

sole cost and expense, promptly comply with any Laws that relate to the "Base

Building" (defined below), but only to the extent such obligations are triggered

by Tenant's use of the Premises, other than for general office use, or

Alterations or improvements in the Premises performed or requested by Tenant.

"BASE BUILDING" shall include the structural portions of the Building, the

public restrooms and the Building mechanical, electrical and plumbing systems

and equipment located in the internal core of the Building on the floor or

floors on which the Premises are located. Tenant shall promptly provide Landlord

with copies of any notices it receives regarding an alleged violation of Law.

Tenant shall comply with the rules and regulations of the Building attached as

EXHIBIT E and such other reasonable rules and regulations adopted by Landlord

from time to time, including rules and regulations for the performance of

Alterations (defined in Section 9).

6. SECURITY DEPOSIT.

The Security Deposit, if any, shall be delivered to Landlord upon the

execution of this Lease by Tenant and held by Landlord without liability for

interest (unless required by Law) as security for the performance of Tenant's

obligations. The Security Deposit is not an advance payment of Rent or a measure

of damages. Landlord may use all or a portion of the Security Deposit to satisfy

past due Rent or to cure any Default (defined in Section 18) by Tenant. If

Landlord uses any portion of the Security Deposit, Tenant shall, within 5 days

after demand, restore the Security Deposit to its original amount. Landlord

shall return any unapplied portion of the Security Deposit to Tenant within 45

days after the later to occur of: (a) determination of the final Rent due from

Tenant; or (b) the later to occur of the Termination Date or the date Tenant

surrenders the Premises to Landlord in compliance with Section 25. Landlord may

assign the Security Deposit to a successor or transferee and, following the

assignment, Landlord shall have no further liability for the return of the

Security Deposit. Landlord shall not be required to keep the Security Deposit

separate from its other accounts.

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7. BUILDING SERVICES.

7.01 Landlord shall furnish Tenant with the following services: (a)

water for use in the Base Building lavatories; (b) customary heat and air

conditioning in season during Building Service Hours. Tenant shall have the

right to receive HVAC service during hours other than Building Service Hours by

paying Landlord's then standard charge for additional HVAC service and providing

such prior notice as is reasonably specified by Landlord; (c) standard

janitorial service on Business Days; (d) Elevator service; (e) Electricity in

accordance with the terms and conditions in Section 7.02; and (f) such other

services as Landlord reasonably determines are necessary or appropriate for the

Property.

7.02 Electricity used by Tenant in the Premises shall, at Landlord's

option, be paid for by Tenant either: (a) through inclusion in Expenses (except

as provided for excess usage); (b) by a separate charge payable by Tenant to

Landlord; or (c) by separate charge billed by the applicable utility company and

payable directly by Tenant. Without the consent of Landlord, Tenant's use of

electrical service shall not exceed, either in voltage, rated capacity, use

beyond Building Service Hours or overall load, that which Landlord reasonably

deems to be standard for the Building. Landlord shall have the right to measure

electrical usage by commonly accepted methods. If it is determined that Tenant

is using excess electricity, Tenant shall pay Landlord for the cost of such

excess electrical usage as Additional Rent.

7.03 Landlord's failure to furnish, or any interruption, diminishment or

termination of services due to the application of Laws, the failure of any

equipment, the performance of repairs, improvements or alterations, utility

interruptions or the occurrence of an event of Force Majeure (defined in Section

26.03) (collectively a "SERVICE FAILURE") shall not render Landlord liable to

Tenant, constitute a constructive eviction of Tenant, give rise to an abatement

of Rent, nor relieve Tenant from the obligation to fulfill any covenant or

agreement. However, if the Premises, or a material portion of the Premises, are

made untenantable for a period in excess of 3 consecutive Business Days as a

result of a Service Failure that is reasonably within the control of Landlord to

correct, then Tenant, as its sole remedy, shall be entitled to receive an

abatement of Rent payable hereunder during the period beginning on the 4th

consecutive Business Day of the Service Failure and ending on the day the

service has been restored. If the entire Premises have not been rendered

untenantable by the Service Failure, the amount of abatement shall be equitably

prorated.

8. LEASEHOLD IMPROVEMENTS.

All improvements in and to the Premises, including any Alterations

(collectively, "LEASEHOLD IMPROVEMENTS") shall remain upon the Premises at the

end of the Term without compensation to Tenant. Landlord, however, by written

notice to Tenant at least 30 days prior to the Termination Date, may require

Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01)

installed by or for the benefit of Tenant, and (b) any Landlord Work or

Alterations that, in Landlord's reasonable judgment, are of a nature that would

require removal and repair costs that are materially in excess of the removal

and repair costs associated with standard office improvements (collectively

referred to as "REQUIRED REMOVABLES"). Required Removables shall include,

without limitation, internal stairways, raised floors, personal baths and

showers, vaults, rolling file systems and structural alterations and

modifications. The designated Required Removables shall be removed by Tenant

before the Termination Date. Tenant shall repair damage caused by the

installation or removal of Required Removables. If Tenant fails to perform its

obligations in a timely manner, Landlord may perform such work at Tenant's

expense. Tenant, at the time it requests approval for a proposed Alteration, may

request in writing that Landlord advise Tenant whether the Alteration or any

portion of the Alteration is a Required Removable. Within 10 days after receipt

of Tenant's request, Landlord shall advise Tenant in writing as to which

portions of the Alteration are Required Removables.

9. REPAIRS AND ALTERATIONS.

9.01 Tenant shall periodically inspect the Premises to identify any

conditions that are dangerous or in need of maintenance or repair. Tenant shall

promptly provide Landlord with notice of any such conditions. Tenant shall, at

its sole cost and expense, perform all maintenance and repairs to the Premises

that are not Landlord's express responsibility under this Lease, and keep the

Premises in good condition and repair, reasonable wear and tear excepted.

Tenant's repair and maintenance obligations include, without limitation, repairs

to: (a) floor covering; (b) interior partitions; (c) doors; (d) the interior

side of demising walls; (e) electronic, phone and data cabling and related

equipment that is installed by or for the exclusive benefit of Tenant

(collectively, "CABLE"); (f) supplemental air conditioning units, kitchens,

including hot water heaters, plumbing, and similar facilities exclusively

serving Tenant;

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and (g) Alterations. To the extent Landlord is not reimbursed by insurance

proceeds, Tenant shall reimburse Landlord for the cost of repairing damage to

the Building caused by the acts of Tenant, Tenant Related Parties and their

respective contractors and vendors. If Tenant fails to make any repairs to the

Premises for more than 15 days after notice from Landlord (although notice shall

not be required in an emergency), Landlord may make the repairs, and Tenant

shall pay the reasonable cost of the repairs, together with an administrative

charge in an amount equal to 10% of the cost of the repairs.

9.02 Landlord shall keep and maintain in good repair and working order

and perform maintenance upon the: (a) structural elements of the Building; (b)

mechanical (including HVAC), electrical, plumbing and fire/life safety systems

serving the Building in general; (c) Common Areas; (d) roof of the Building; (e)

exterior windows of the Building; and (f) elevators serving the Building.

Landlord shall promptly make repairs for which Landlord is responsible.

9.03 Tenant shall not make alterations, repairs, additions or

improvements or install any Cable (collectively referred to as "ALTERATIONS")

without first obtaining the written consent of Landlord in each instance, which

consent shall not be unreasonably withheld or delayed. However, Landlord's

consent shall not be required for any Alteration that satisfies all of the

following criteria (a "COSMETIC ALTERATION"): (a) is of a cosmetic nature such

as painting, wallpapering, hanging pictures and installing carpeting; (b) is not

visible from the exterior of the Premises or Building; (c) will not affect the

Base Building; and (d) does not require work to be performed inside the walls or

above the ceiling of the Premises. Cosmetic Alterations shall be subject to all

the other provisions of this Section 9.03. Prior to starting work, Tenant shall

furnish Landlord with plans and specifications; names of contractors reasonably

acceptable to Landlord (provided that Landlord may designate specific

contractors with respect to Base Building); required permits and approvals;

evidence of contractor's and subcontractor's insurance in amounts reasonably

required by Landlord and naming Landlord as an additional insured; and any

security for performance in amounts reasonably required by Landlord. Changes to

the plans and specifications must also be submitted to Landlord for its

approval. Alterations shall be constructed in a good and workmanlike manner

using materials of a quality reasonably approved by Landlord. Tenant shall

reimburse Landlord for any sums paid by Landlord for third party examination of

Tenant's plans for non-Cosmetic Alterations. In addition, Tenant shall pay

Landlord a fee for Landlord's oversight and coordination of any non-Cosmetic

Alterations equal to 10% of the cost of the Alterations. Upon completion, Tenant

shall furnish "as-built" plans for non-Cosmetic Alterations, completion

affidavits and full and final waivers of lien. Landlord's approval of an

Alteration shall not be deemed a representation by Landlord that the Alteration

complies with Law.

10. ENTRY BY LANDLORD.

Landlord may enter the Premises to inspect, show or clean the Premises

or to perform or facilitate the performance of repairs, alterations or additions

to the Premises or any portion of the Building. Except in emergencies or to

provide Building services, Landlord shall provide Tenant with reasonable prior

verbal notice of entry and shall use reasonable efforts to minimize any

interference with Tenant's use of the Premises. If reasonably necessary,

Landlord may temporarily close all or a portion of the Premises to perform

repairs, alterations and additions. However, except in emergencies, Landlord

will not close the Premises if the work can reasonably be completed on weekends

and after Building Service Hours. Entry by Landlord shall not constitute a

constructive eviction or entitle Tenant to an abatement or reduction of Rent.

11. ASSIGNMENT AND SUBLETTING.

11.01 Except in connection with a Permitted Transfer (defined in Section

11.04), Tenant shall not assign, sublease, transfer or encumber any interest in

this Lease or allow any third party to use any portion of the Premises

(collectively or individually, a "TRANSFER") without the prior written consent

of Landlord, which consent shall not be unreasonably withheld, conditioned or

delayed if Landlord does not exercise its recapture rights under Section 11.02.

If the entity which controls the voting shares/rights of Tenant changes at any

time, such change of ownership or control shall constitute a Transfer unless

Tenant is an entity whose outstanding stock is listed on a recognized securities

exchange or if at least 80% of its voting stock is owned by another entity, the

voting stock of which is so listed. Any attempted Transfer in violation of this

Section is voidable by Landlord. In no event shall any Transfer, including a

Permitted Transfer, release or relieve Tenant from any obligation under this

Lease.

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11.02 Tenant shall provide Landlord with financial statements for the

proposed transferee, a fully executed copy of the proposed assignment, sublease

or other Transfer documentation and such other information as Landlord may

reasonably request. Within 15 Business Days after receipt of the required

information and documentation, Landlord shall either: (a) consent to the

Transfer by execution of a consent agreement in a form reasonably designated by

Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in

the event of an assignment of this Lease or subletting of more than 20% of the

Rentable Area of the Premises for more than 50% of the remaining Term (excluding

unexercised options), recapture the portion of the Premises that Tenant is

proposing to Transfer. If Landlord exercises its right to recapture, this Lease

shall automatically be amended (or terminated if the entire Premises is being

assigned or sublet) to delete the applicable portion of the Premises effective

on the proposed effective date of the Transfer. Tenant shall pay Landlord a

review fee of $1,500.00 for Landlord's review of any Permitted Transfer or

requested Transfer.

11.03 Tenant shall pay Landlord 50% of all rent and other consideration

which Tenant receives as a result of a Transfer that is in excess of the Rent

payable to Landlord for the portion of the Premises and Term covered by the

Transfer. Tenant shall pay Landlord for Landlord's share of the excess within 30

days after Tenant's receipt of the excess. Tenant may deduct from the excess, on

a straight-line basis, all reasonable and customary expenses directly incurred

by Tenant attributable to the Transfer. If Tenant is in Default, Landlord may

require that all sublease payments be made directly to Landlord, in which case

Tenant shall receive a credit against Rent in the amount of Tenant's share of

payments received by Landlord.

11.04 Tenant may assign this Lease to a successor to Tenant by purchase,

merger, consolidation or reorganization (an "OWNERSHIP CHANGE") or assign this

Lease or sublet all or a portion of the Premises to an Affiliate without the

consent of Landlord, provided that all of the following conditions are satisfied

(a "PERMITTED TRANSFER"): (a) Tenant is not in Default; (b) in the event of an

Ownership Change, Tenant's successor shall own substantially all of the assets

of Tenant and have a net worth which is at least equal to Tenant's net worth as

of the day prior to the proposed Ownership Change; (c) the Permitted Use does

not allow the Premises to be used for retail purposes; and (d) Tenant shall give

Landlord written notice at least 15 Business Days prior to the effective date of

the Permitted Transfer. Tenant's notice to Landlord shall include information

and documentation evidencing the Permitted Transfer and showing that each of the

above conditions has been satisfied. If requested by Landlord, Tenant's

successor shall sign a commercially reasonable form of assumption agreement.

"AFFILIATE" shall mean an entity controlled by, controlling or under common

control with Tenant.

12. LIENS.

Tenant shall not permit mechanics' or other liens to be placed upon the

Property, Premises or Tenant's leasehold interest in connection with any work or

service done or purportedly done by or for the benefit of Tenant or its

transferees. Tenant shall give Landlord notice at least 15 days prior to the

commencement of any work in the Premises to afford Landlord the opportunity,

where applicable, to post and record notices of non-responsibility. Tenant,

within 10 days of notice from Landlord, shall fully discharge any lien by

settlement, by bonding or by insuring over the lien in the manner prescribed by

the applicable lien Law. If Tenant fails to do so, Landlord may bond, insure

over or otherwise discharge the lien. Tenant shall reimburse Landlord for any

amount paid by Landlord, including, without limitation, reasonable attorneys'

fees.

13. INDEMNITY AND WAIVER OF CLAIMS.

Tenant hereby waives all claims against and releases Landlord and its

trustees, members, principals, beneficiaries, partners, officers, directors,

employees, Mortgagees (defined in Section 23) and agents (the "LANDLORD RELATED

PARTIES") from all claims for any injury to or death of persons, damage to

property or business loss in any manner related to (a) Force Majeure, (b) acts

of third parties, (c) the bursting or leaking of any tank, water closet, drain

or other pipe, (d) the inadequacy or failure of any security services, personnel

or equipment, or (e) any matter not within the reasonable control of Landlord.

Except to the extent caused by the negligence or willful misconduct of Landlord

or any Landlord Related Parties, Tenant shall indemnify, defend and hold

Landlord and Landlord Related Parties harmless against and from all liabilities,

obligations, damages, penalties, claims, actions, costs, charges and expenses,

including, without limitation, reasonable attorneys' fees and other professional

fees (if and to the extent permitted by Law) (collectively referred to as

"LOSSES"), which may be imposed upon, incurred by or asserted against Landlord

or any of the Landlord Related Parties by any third party and arising out of or

in connection with any damage or injury occurring in the

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Premises or any acts or omissions (including violations of Law) of Tenant, the

Tenant Related Parties or any of Tenant's transferees, contractors or licensees.

Except to the extent caused by the negligence or willful misconduct of Tenant or

any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant,

its trustees, members, principals, beneficiaries, partners, officers, directors,

employees and agents ("TENANT RELATED PARTIES") harmless against and from all

Losses which may be imposed upon, incurred by or asserted against Tenant or any

of the Tenant Related Parties by any third party and arising out of or in

connection with the acts or omissions (including violations of Law) of Landlord

or the Landlord Related Parties.

14. INSURANCE.

Tenant shall maintain the following insurance ("TENANT'S INSURANCE"):

(a) Commercial General Liability Insurance applicable to the Premises and its

appurtenances providing, on an occurrence basis, a minimum combined single limit

of $2,000,000.00; (b) Property/Business Interruption Insurance written on an All

Risk or Special Perils form, with coverage for broad form water damage including

earthquake sprinkler leakage, at replacement cost value and with a replacement

cost endorsement covering all of Tenant's business and trade fixtures,

equipment, movable partitions, furniture, merchandise and other personal

property within the Premises ("TENANT'S PROPERTY") and any Leasehold

Improvements performed by or for the benefit of Tenant; (c) Workers'

Compensation Insurance in amounts required by Law; and (d) Employers Liability

Coverage of at least $1,000,000.00 per occurrence. Any company writing Tenant's

Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial

General Liability Insurance policies shall name as additional insureds Landlord

(or its successors and assignees), the managing agent for the Building (or any

successor), EOP Operating Limited Partnership, Equity Office Properties Trust

and their respective members, principals, beneficiaries, partners, officers,

directors, employees, and agents, and other designees of Landlord and its

successors as the interest of such designees shall appear. All policies of

Tenant's Insurance shall contain endorsements that the insurer(s) shall give

Landlord and its designees at least 30 days' advance written notice of any

cancellation, termination, material change or lapse of insurance. Tenant shall

provide Landlord with a certificate of insurance evidencing Tenant's Insurance

prior to the earlier to occur of the Commencement Date or the date Tenant is

provided with possession of the Premises, and thereafter as necessary to assure

that Landlord always has current certificates evidencing Tenant's Insurance. So

long as the same is available at commercially reasonable rates, Landlord shall

maintain so called All Risk property insurance on the Building at replacement

cost value as reasonably estimated by Landlord.

15. SUBROGATION.

Landlord and Tenant hereby waive and shall cause their respective

insurance carriers to waive any and all rights of recovery, claims, actions or

causes of action against the other for any loss or damage with respect to

Tenant's Property, Leasehold Improvements, the Building, the Premises, or any

contents thereof, including rights, claims, actions and causes of action based

on negligence, which loss or damage is (or would have been, had the insurance

required by this Lease been carried) covered by insurance.

16. CASUALTY DAMAGE.

16.01 If all or any portion of the Premises becomes untenantable by fire

or other casualty to the Premises (collectively a "CASUALTY"), Landlord, with

reasonable promptness, shall cause a general contractor selected by Landlord to

provide Landlord and Tenant with a written estimate of the amount of time

required using standard working methods to Substantially Complete the repair and

restoration of the premises and any common areas necessary TO provide access to

the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that

the Premises or any Common Areas necessary to provide access to the Premises

cannot be made tenantable within 210 days from the date the repair is started,

then either party shall have the right to terminate this Lease upon written

notice to the other within 10 days after receipt of the Completion Estimate.

Tenant, however, shall not have the right to terminate this Lease if the

Casualty was caused by the negligence or intentional misconduct of Tenant or any

Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90

days after the date of the Casualty, shall have the right to terminate this

Lease if: (1) the Premises have been materially damaged and there is less than 2

years of the Term remaining on the date of the Casualty; (2) any Mortgagee

requires that the insurance proceeds be applied to the payment of the mortgage

debt; or (3) a material uninsured loss to the Building occurs.

16.02 If this Lease is not terminated, Landlord shall promptly and

diligently, subject to reasonable delays for insurance adjustment or other

matters beyond Landlord's reasonable

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control, restore the Premises and Common Areas. Such restoration shall be to

substantially the same condition that existed prior to the