www.eXFILE.com 888-775-4789 --- NEXX SYSTEMS, INC.  FORM S-1


    EXHIBIT
10.12

     

    


     

     

     

    


     

    LEASE

     

    BETWEEN

     

    ARTURO
J. GUTIERREZ AND JOHN A. CATALDO,

     

    AS
TRUSTEES OF THE

     

    MIDDLESEX
TECHNOLOGY CENTER ASSOCIATES III TRUST

     

    u/d/t
dated April 20, 1982

     

    and
Recorded with the Middlesex North Registry of Deeds

     

    in
Book 2531, Page 657

     

    AND

     

    NEXX
SYSTEMS, INC.,

     

    a
Delaware corporation

     

    FOR

     

    38,966
Rentable Square Feet – Building #6

     

    The
Middlesex Technology Center

     

    900
Middlesex Turnpike, Billerica, Massachusetts

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

    INDEX

     

     

    
      
        	
                REFERENCE
      DATA

              	 	 
      
	 
      	 
      	 	 
      
	
                1.1

              	
                Subjects
      Referred to

              	 	
                1

              
	
                1.2

              	
                Exhibits

              	 	
                3

              
	 
      	 
      	 	 
      
	
                ARTICLE
      II – PREMISES AND TERM

              	 	 
      
	 
      	 
      	 	 
      
	
                2.1

              	
                Premises

              	 	
                4

              
	
                2.2

              	
                Term

              	 	
                4

              
	 
      	 
      	 	 
      
	
                ARTICLE
      III – CONSTRUCTION

              	 	 
      
	 
      	 
      	 	 
      
	
                3.1

              	
                Initial
      Construction

              	 	
                5

              
	
              	
                

                  3.1.1     
      Landlord’s Work

                

              	 	
                5

              
	
              	
                3.1.2     
      Tenant’s Improvements and Tenant’s Construction Work

              	 	
                6

              
	
                3.2

              	
                Preparation
      of Premises for Occupancy

              	 	
                7

              
	
              	
                3.2.1     
      Partial Occupancy and Rent Commencement

              	 	
                8

              
	
                3.3

              	
                General
      Provisions Applicable to Construction

              	 	
                8

              
	
                3.4

              	
                Representatives

              	 	
                8

              
	
                3.5

              	
                Force
      Majeure

              	 	
                9

              
	
                3.6

              	
                Arbitration
      by Architects

              	 	
                9

              
	
                3.7

              	
                Warranty
      of Landlord’s Work

              	 	
                9

              
	 
      	 
      	 	 
      
	
                ARTICLE
      IV – RENT

              	 	 
      
	 
      	 
      	 	 
      
	
                4.1

              	
                Rent

              	 	
                10

              
	
                4.2

              	
                Common
      Area Maintenance Costs and Real Estate Taxes

              	 	
                10

              
	
              	
                4.2.1     
      Common Area Maintenance

              	 	
                10

              
	
              	
                4.2.2     
      Tax Expense

              	 	
                13

              
	
              	
                4.2.3     
      Tax Abatement

              	 	
                13

              
	
                4.3

              	
                Payments

              	 	
                14

              
	 
      	 
      	 	 
      
	
                ARTICLE
      V – LANDLORD’S COVENANTS

              	 	 
      
	 
      	 
      	 	 
      
	
                5.1

              	
                Landlord’s
      Covenants During the Term

              	 	
                14

              
	
              	
                

                  5.1.1     
      Building Services

                

              	 	
                14

              
	
              	
                5.1.2     
      Additional Building Services

              	 	
                14

              
	
              	
                5.1.3     
      Repairs

              	 	
                14

              
	
              	
                5.1.4     
      Quiet Enjoyment

              	 	
                15

              
	
              	
                5.1.5     
      Landlord’s Compliance with Laws

              	 	
                15

              
	
              	
                5.1.6     
      Landlord’s Insurance

              	 	
                15

              
	
              	
                5.1.7     
      Landlord’s Indemnity

              	 	
                16

              
	
                5.2

              	
                Interruptions

              	 	
                16

              
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	
                ARTICLE
      VI – TENANT’S COVENANTS

              	 	 
      
	 
      	 
      	 	 
      
	
                6.1

              	
                Tenant’s
      Covenants During the Term

              	 	
                17

              
	
              	
                6.1.1     
      Tenant’s Payments

              	 	
                17

              
	
              	
                6.1.2     
      Repairs and Yielding Up

              	 	
                17

              
	
              	
                6.1.3     
      Occupancy and Use

              	 	
                17

              
	
              	
                6.1.4     
      Rules and Regulations

              	 	
                17

              
	
              	
                6.1.5     
      Compliance with Laws and Safety Appliances

              	 	
                18

              


         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        	
              	
                6.1.6     
      Assignment and Subletting

              	 	
                18

              
	
              	
                6.1.7     
      Indemnity

              	 	
                19

              
	
              	
                6.1.8     
      Tenant’s Liability Insurance

              	 	
                19

              
	
              	
                6.1.9     
      Tenant’s Workmen’s Compensation Insurance

              	 	
                19

              
	
              	
                6.1.10    
      Landlord’s Right of Entry

              	 	
                20

              
	
              	
                6.1.11    
      Loading

              	 	
                20

              
	
              	
                6.1.12    
      Landlord’s Costs

              	 	
                20

              
	
              	
                6.1.13    
      Tenant’s Property

              	 	
                20

              
	
              	
                6.1.14    
      Labor or Materialmen’s Liens

              	 	
                20

              
	
              	
                6.1.15    
      Changes or Additions

              	 	
                20

              
	
              	
                6.1.16    
      Holdover

              	 	
                21

              
	
              	
                6.1.17    
      Hazardous Materials

              	 	
                22

              
	
              	
                6.1.18    
      Signs and Advertising

              	 	
                22

              
	
              	
                6.1.19    
      Tenant’s Authority

              	 	
                23

              
	
              	
                6.1.20    
      Confidentiality

              	 	
                23

              
	 
      	 
      	 	 
      
	
                ARTICLE
      VII – CASUALTY AND TAKING

              	 	 
      
	 
      	 
      	 	 
      
	
                7.1

              	
                Casualty
      and Taking

              	 	
                23

              
	
                7.2

              	
                Reservation
      of Award

              	 	
                25

              
	
                7.3

              	
                Additional
      Casualty Provisions

              	 	
                25

              
	 
      	 
      	 	 
      
	
                ARTICLE
      VIII – RIGHTS OF MORTGAGEE

              	 	 
      
	 
      	 
      	 	 
      
	
                8.1

              	
                Priority
      of Lease

              	 	
                25

              
	
                8.2

              	
                Limitation
      on Mortgagee’s Liability

              	 	
                26

              
	
                8.3

              	
                Mortgagee’s
      Election

              	 	
                26

              
	
                8.4

              	
                No
      Prepayment or Modification, etc.

              	 	
                26

              
	
                8.5

              	
                No
      Release or Termination

              	 	
                27

              
	
                8.6

              	
                Continuing
      Offer

              	 	
                27

              
	
                8.7

              	
                Submittal
      of Financial Statement

              	 	
                27

              
	 
      	 
      	 	 
      
	
                ARTICLE
      IX – DEFAULT

              	 	 
      
	 
      	 
      	 	 
      
	
                9.1

              	
                Events
      of Default by Tenant

              	 	
                27

              
	
                9.2

              	
                Tenant’s
      Obligations after Termination

              	 	
                28

              
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	
                ARTICLE
      X – MISCELLANEOUS

              	 	 
      
	 
      	 
      	 	 
      
	
                10.1

              	
                Titles

              	 	
                29

              
	
                10.2

              	
                Notice
      of Lease

              	 	
                29

              
	
                10.3

              	
                Notices
      from One Party to the Other

              	 	
                29

              
	
                10.4

              	
                Bind
      and Inure

              	 	
                29

              
	
                10.5

              	
                No
      Surrender

              	 	
                29

              
	
                10.6

              	
                No
      Waiver, etc.

              	 	
                30

              
	
                10.7

              	
                No
      Accord and Satisfaction

              	 	
                30

              
	
                10.8

              	
                Cumulative
      Remedies

              	 	
                30

              
	
                10.9

              	
                Partial
      Invalidity

              	 	
                30

              
	
                10.10

              	
                Landlord’s
      Right to Cure

              	 	
                30

              
	
                10.11

              	
                Estoppel
      Certificate

              	 	
                30

              
	
                10.12

              	
                Waiver
      of Subrogation

              	 	
                31

              
	
                10.13

              	
                Brokerage

              	 	
                31

              
	
                10.14

              	
                Parking

              	 	
                31

              


         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        	
                10.15

              	
                External
      Storage

              	 	
                31

              
	
                10.16

              	
                Access

              	 	
                31

              
	
                10.17

              	
                Entire
      Agreement

              	 	
                32

              
	
                10.18

              	
                Governing
      Law

              	 	
                32

              
	
                10.19

              	
                Additional
      Representations

              	 	
                32

              
	
                10.20

              	
                Covenants
      Independent

              	 	
                32

              
	 
      	 
      	 	 
      
	
                ARTICLE
      XI – SECURITY

              	 	
                33

              
	 
      	 
      	 	 
      


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Date of
Lease Execution:  August __, 2007

     

    REFERENCE
DATA

     

    1.1           SUBJECTS REFERRED
TO:

     

    Each
reference in this Lease to any of the following subjects shall incorporate the
data stated for that subject in this Section 1.1.

     

    
    

    
      
        	

                LANDLORD:

              	 	

                Arturo
      J. Gutierrez and John A. Cataldo, as Trustees of the Middlesex Technology
      Center Associates III Trust, u/d/t dated April 20, 1982, and recorded with
      the Middlesex North Registry of Deeds in Book 2531, Page 657, as
      amended.

              
	 	 	 
	MANAGING
      AGENT:	 	The Gutierrez
      Company
	 	 	 
	

                LANDLORD'S
      

                AND
      MANAGING

                AGENT'S
      ADDRESS:

              	 	

                Burlington
      Office Park

                One
      Wall Street

                Burlington,
      MA 01803

              
	 	 	 
	LANDLORD'S
      REPRESENTATIVE:	 	John A.
      Cataldo
	 	 	 
	

                LANDLORD’S
      CONSTRUCTION

                REPRESENTATIVES:

              	 	Douglas L. Fainelli
      and Dennis G. Bailey
	 	 	 
	TENANT:  	 	NEXX Systems,
      Inc.
	 	 	 
	

                TENANT'S
      ADDRESS

                (FOR
      NOTICE & BILLING):

                Before
      Term Commencement Date:

              	 	

                NEXX
      Systems, Inc.

                5
      Suburban Park Drive

                Billerica,
      MA 01821-3904

                Attention:  Stanley
      Piekos, Vice President/Finance and

                Chief
      Financial Officer

              
	 	 	 
	After Term
      Commencement Date: 	 	

                NEXX
      Systems, Inc.

                900
      Middlesex Turnpike, Building 6

                Billerica,
      MA 01821

                Attention:  Stanley
      Piekos, Vice President/Finance and

                Chief
      Financial Officer

              
	 	 	 
	TENANT'S
      REPRESENTATIVE:	 	Phillip J. Villari,
      Vice President of Operations
	 	 	 
	

                TENANT’S
      CONSTRUCTION

                REPRESENTATIVE(S)

                
                  GUARANTOR:

                

              	 	
                Phillip
      J. Villari, Vice President of Operations

                N/A

              
	 	 	 
	

                BUILDING:

              	 	

                The
      existing one (1) story building consisting of approximately 91,649
      rentable square feet located at 900 Middlesex Turnpike, Billerica,
      Massachusetts (the “Original Building”), upon the lot identified as Lot 6B
      and Lot 6B1 on a plan entitled “”Revised Plan of Land in Billerica,
      Massachusetts” prepared for The Gutierrez Company, Scale 1” = 50’, dated
      March 8, 2005, which plan was recorded with said Deeds in Plan Book 218,
      Plan 100 (the “Lot”).

              


      

       

      
        	

                RENTABLE
      FLOOR AREA OF

                
                  TENANT'S
      SPACE:

                

              	 	38,966 rentable
      square feet, as further described in Exhibit A and in Article
  III
	 	 	 
	TOTAL RENTABLE FLOOR
      AREA	 	91,649 rentable
      square feet
	 	 	 
	

                SCHEDULED
      TERM

                COMMENCEMENT
      DATE:

              	 	January 1,
      2008
	 	 	 
	OUTSIDE DELIVERY
      DATE:	 	Per Section
      3.2


      

       

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

      
        	 	 	 
	TERM EXPIRATION
      DATE:	 	

                Seven
      (7) years and two (2) months following the Term Commencement Date
      determined in accordance with Section 3.2, subject to extension in
      accordance with Exhibit F or earlier termination in accordance with
      Exhibit C.

              
	 	 	 
	TERM:	 	

                Seven
      (7) years and two (2) months, subject to extension in accordance with
      Exhibit F or earlier termination in accordance with Exhibit
    C.

              
	 	 	 
	FIXED
      RENT: 	 	Year
      1:          
       $313,676.30/Year; $26,139.69/Month; 

                $8.05/RSF/Net

              
	 	 	

                Year
      2:            $342,900.80/Year;
      $28,575.07/Month;

                $8.80/RSF/Net

              
	 	 	

                Year
      3:            $372,125.30/Year;
      $31,010.44/Month;

                $9.55/RSF/Net

              
	 	 	

                Year
      4:            $401,349.80/Year;
      $33,445.82/Month;

                $10.30/RSF/Net

              
	 	 	

                Year
      5:           
      $430,574.30/Year; $35,881.19/Month;

                $11.05/RSF/Net

              
	
              	 	Year
      6:           
      $459,798.80/Year; $38,316.57/Month; 

                $11.80/RSF/Net

              
	 	 	Year
      7:            $489,023.30/Year;
      $40,751.94/Month; 

                $12.55/RSF/Net

              
	 	 	 
	

                ESTIMATED
      COMMON AREA

                MAINTENANCE
      COSTS:

                (Excluded
      from Fixed Rent)

              	 	$2.20/RSF (See
      Section 4.2)
	 	 	 
	

                ESTIMATED
      REAL ESTATE TAXES:  

                (Excluded
      from Fixed Rent)

              	 	$1.76/RSF (See
      Section 4.2)
	 	 	 
	

                ESTIMATED
      COST OF ELECTRICAL

                SERVICE
      TO TENANT’S SPACE:

                (Excluded
      from Fixed Rent)

              	 	(See Exhibit D,
      Paragraph IX)
	 	 	 
	SECURITY
      DEPOSIT: 	 	TBD
	 	 	 
	

                PERMITTED
      USES:

              	 	General office and
      such other lawful uses that are ancillary and accessory
  thereto.
	 	 	 
	REAL ESTATE
      BROKERS:	 	The Stubblebine
      Company, FHO Partners, LLC
	 	 	 
	

                PUBLIC
      LIABILITY INSURANCE:

                EACH
      OCCURRENCE 

                AGGREGATE

              	 	

                BODILY INJURY AND PROPERTY
      DAMAGE

                $5,000,000.00

                $5,000,000.00

              
	 	 	 
	

                SPECIAL
      PROVISIONS:

              	 	

                Early
      Termination:        Per Exhibit
      C

                Option
      to Extend:         Per
      Exhibit F

                Right
      of First Offer:      Per Exhibit
      M

                Rent
      Abatement:          Per
      Section 4.1

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.2           EXHIBITS

    


    The
Exhibits listed below in this Section are incorporated in this Lease by
reference and are to be construed as part of this Lease:

     

    
      
        	 	
                EXHIBIT
      A

              	
                Plans
      Showing Tenant's Space and the Lot (including the Building Parking
      Area)

              
	 	
                EXHIBIT
      B

              	
                Outline
      Specifications

              
	 	
                EXHIBIT
      C

              	
                Early
      Termination

              
	 	
                EXHIBIT
      D

              	
                Landlord's
      Services

              
	 	
                EXHIBIT
      E

              	
                Rules
      and Regulations

              
	 	
                EXHIBIT
      F

              	
                Option
      to Extend

              
	 	
                EXHIBIT
      G

              	
                Tenant
      Estoppel Certificate

              
	 	
                EXHIBIT
      H

              	
                Form
      of Letter of Credit

              
	 	
                EXHIBIT
      I

              	
                Park
      Covenants

              
	 	
                EXHIBIT
      J

              	
                Non-Disturbance,
      Subordination and Attornment Agreement

              
	 	
                EXHIBIT
      K

              	
                Form
      of Work Change Order

              
	 	
                EXHIBIT
      L

              	
                Intentionally
      Deleted

              
	 	
                EXHIBIT
      M

              	
                Right
      of First Offer

              
	 	
                EXHIBIT
      N

              	
                Form
      of Notice of Lease

              
	 	
                EXHIBIT
      O

              	
                Conceptual
      Layout for Tenant’s Improvements

              
	 	
                EXHIBIT
      P

              	
                Definition
      of Market Rent

              


      

    

     

     

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE
II

    PREMISES AND
TERM

    


    2.1           PREMISES

    


    Subject to and with the benefit of the
provisions of this Lease, Landlord hereby leases to Tenant and Tenant leases
from Landlord, the Rentable Floor Area of Tenant’s Space in the Building
(hereinafter, the “Tenant’s Space”), together with the appurtenances described
below and in Sections 10.14 and 10.15 of this Lease.  Tenant’s Space,
as the same may be expanded in accordance with Exhibit M, together with such
appurtenances, is hereinafter collectively referred to as "the
Premises".

    


    Tenant shall have, as appurtenant to
the Premises, the right to use  the “Building Parking Area” on the
plan attached as Exhibit A, all subject to and as further provided in Section
10.14 hereof.

    


    Tenant shall have, as appurtenant to
the Premises, the right to use in common with others entitled thereto (except as
otherwise noted below or elsewhere in this Lease to the contrary), subject to
reasonable rules of general applicability to tenants and owners of other lots in
the park shown on the Plan of the Park (i.e. The Middlesex Technology Center)
attached hereto as Exhibit A (the “Park”) from time to time made by Landlord in
accordance with Section 6.1.4 of which Tenant is given written
notice:  (a) the common areas now or hereafter located in the
Building, and located at the Park, including, without limitation, duct shafts,
electrical and common risers, main electrical room and the Common Areas shown on
the Plan of the Park attached hereto as Exhibit A (collectively, the “Common
Areas”), as such Common Areas may be amended or modified by Landlord from time
to time during the Term hereof, it being understood and agreed that any
amendments or modifications materially affecting the Lot, shall require Tenant’s
prior written approval, which such approval shall not be unreasonably withheld
or delayed.  Landlord may not request any changes which would reduce
Tenants Parking, limit access or visibility to the Premises. Any changes
interfering with Tenant’s use and operation of its business thereon shall be at
the sole discretion of the Tenant. Tenant’s consent to any request for changes
shall be deemed granted in the event that Tenant fails to respond within thirty
(30) days of Landlord’s written request for approval therefor; (b) all rights to
access, all service areas (except that Tenant shall be entitled to the exclusive
use of one (1) existing tailboard loading dock and one (1) additional tailboard
loading dock is to be constructed by Landlord pursuant to Article III hereof,
specifically at Landlord’s cost), drainage of surface water runoff, including,
without limitation, storm drainage systems and detention areas, (c) all grades,
driveways, roadways, sidewalks and footways, lighting systems and traffic flow
patterns, (d) all parking areas designated as common or visitors parking areas
for use of the entire Park, if any, (e) all rights appurtenant to the Lot
created in or conveyed by the deed to Landlord, if any, (f) all means of access
to and from the Building to the Common Areas, including, without limitation, all
sidewalks, roads, driveways and the like, and (g) all utility lines,
electricity, water and sewage disposal.

    


    Landlord
reserves the right from time to time, without unreasonable interference with
Tenant's use, and subject to the preceding paragraph, (a) to install, repair,
replace, use, maintain and relocate for service to the Premises and to other
parts of the Building or either, Building service fixtures and equipment
wherever located in the Building, and (b) to alter or relocate any other common
facility, provided that (i) substitutions are substantially equivalent or
better, and (ii) such fixtures and equipment are placed above Tenant’s ceilings,
behind its walls and below its flooring.

    


     2.2           TERM

    


    To have and to hold for a period (the
"Term") commencing on the Term Commencement Date determined in accordance with
Section 3.2 (which said date is at times being hereafter referred to as the
"Commencement Date") and continuing until the Term Expiration Date, unless
sooner terminated as provided in Sections 3.2 or 7.1, in Article IX or in
Exhibit C, or unless extended pursuant to Exhibit F.  In no event
shall the Term commence earlier than January 1, 2008.

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    ARTICLE
III

    CONSTRUCTION

    


    3.1           INITIAL
CONSTRUCTION

     

    3.1.1        LANDLORD’S
WORK

    


    Landlord shall fully construct (i.e.
turnkey) the improvements, in accordance with the Outline Specifications
attached hereto as Exhibit B and the Conceptual Layout attached hereto as
Exhibit O (collectively, the “Landlord’s Plans” and all of such work being
collectively referred to as the “Landlord’s Work”) and pursuant to Landlord’s
obligations as set forth herein.

    


    Landlord and Tenant hereby acknowledge
and agree that no amendments, modifications or changes shall be made to the
Landlord’s Plans without Tenant’s prior written approval in each instance, which
such approval shall not be unreasonably withheld or delayed; provided, however,
no such prior approval of Tenant shall be required if the proposed amendments,
modifications or changes are (i) non-material in nature, (ii) replaced by
substantially equivalent or better items and at all times equal to or better
than that of similar quality  industrial buildings customarily
constructed by Landlord’s general contractor, and (iii) do not adversely affect
the Premises.  Without limiting the foregoing, Landlord shall exercise
reasonable efforts to provide Tenant with prior written notice of all proposed
amendments, modifications or changes to the Landlord’s Plans.

    


    Landlord shall cause the Premises to be
completed in accordance with Landlord’s Plans, all of such work to be performed
by Landlord’s general contractor, Gutierrez Construction Co., Inc., at
Landlord’s sole cost and expense.  Further, all necessary space and
architectural planning for the Landlord’s Work and the Tenant’s Improvements as
hereinafter provided, shall be provided by Landlord, at Landlord’s
cost.  The Tenant may request changes to Landlord’s Work by altering,
adding to, or deducting from Landlord’s Work as set forth in the agreed form of
Landlord’s Plans (each such requested change, if not withdrawn by Tenant in
accordance with the procedure set forth below, is referenced to herein as a
“Change Order”).  A Change Order requested by Tenant in Landlord’s
Work may result in Tenant Alteration Delay Days (as hereinafter defined), in
accordance with and subject to the terms and conditions set forth
below.  The number of “Tenant Alteration Delay Days” are defined as
and shall be calculated by determining the actual number of days as reasonably
certified by Landlord and Landlord’s Architect that the Term Commencement Date
was delayed by such alterations or additions set forth in a Change Order, giving
due consideration to Landlord’s obligation to use diligent efforts to accelerate
construction to make up for lost time due to delays.  Within five (5)
business days after receipt of a Change Order requested by Tenant, Landlord
shall notify Tenant (each, a “Landlord’s Change Order Notice”), in writing, as
to whether such requested Change Order (i) may result in Tenant Alteration Delay
Days, and therefore an adjustment in the Scheduled Term Commencement Date and/or
(ii) may result in Additional Cost (as hereinafter defined).  Each
such Landlord’s Change Order Notice shall specify the Tenant Alteration Delay
Days (including the adjustment in the Scheduled Term Commencement Date) and the
Additional Cost which may result from the requested Change
Order.  Within not more than three (3) business days after receipt of
Landlord’s Change Order Notice, Tenant may elect either (i) to withdraw the
requested Change Order (in which event there shall be no Tenant Alteration Delay
Days (and thus no adjustment in the Scheduled Term Commencement Date) or any
Additional Cost on account thereof, as so specified in Landlord’s notice to
Tenant, or (ii) to maintain the request for the Change Order, and in such event,
the Tenant Alteration Delay Day(s) (including the adjustment in the Scheduled
Term Commencement Date) and the Additional Cost shall be calculated as set forth
in Landlord’s Change Order Notice.  If Tenant fails to either withdraw
or maintain the request for the Change Order as outlined in sections (i) and
(ii) above, the Change Order will be deemed withdrawn.  Landlord
agrees to use reasonable efforts to notify Tenant, simultaneously or forthwith
upon submittal of a Change Order by Tenant, if Landlord has knowledge or a
reasonable basis to believe that a Tenant Alteration Delay Day(s) will likely
result if such Change Order is processed, regardless of whether or not it may be
withdrawn by Tenant as permitted hereunder.  As used herein,
“Additional Cost” shall mean the cost specified in Landlord’s Change Order
Notice (i.e. estimated to be the Additional Costs).  As used herein,
“Net Additional Cost of Landlord’s Work” shall mean the aggregate of all costs
specified in Landlord’s Change Order Notices with respect to Change Orders which
are not withdrawn by Tenant as aforesaid, less any appropriate credits for any
Landlord’s Work deleted. The Net Additional Cost of Landlord’s Work shall be due
and payable by Tenant to Landlord upon completion of the work and within thirty
(30) days of receipt of Landlord’s invoice therefor (containing reasonable
back-up documentation as may be requested by Tenant), but in any event prior to
the Term Commencement Date.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Any
changes to the Landlord’s Plans after the approval of the Landlord’s Plans, as
aforesaid, shall be in accordance with the form of work Change Order attached
hereto as Exhibit K.

    


    Upon commencement of Landlord’s Work,
Landlord and Tenant hereby further agree, each acting reasonably and in good
faith, to attend and participate in construction meetings, as are necessary,
with Landlord’s general contractor’s construction manager(s) during such
construction process.

    


    All of the initial Tenant improvements,
changes and additions shall be part of the Premises (and shall remain therein at
the end of the Term), except for Tenant’s business fixtures, demonstration
equipment, clean room equipment, all items not set forth as Landlord’s Work in
Exhibit “B”(including but limited to the Tenant Improvements set forth on
Exhibit “O”), all other Tenant improvements, and all furnishings and equipment
and personal property (which such personal property shall include without
limitation, telephone or computer systems (but shall not include the cabling for
such telephone or computer systems), all of which Tenant improvements ,
fixtures, equipment and personal property shall remain the property of the
Tenant and shall be removed at the expiration of the Term).  All
Landlord Improvements  shall be left in place unless otherwise agreed
to in writing by Landlord and Tenant at the time of Landlord’s approval of the
plans and specifications therefor.  Tenant agrees to repair, at its
sole cost and expense, any damage to the Premises caused by any such removal by
Tenant in accordance with this paragraph.

    


    


    3.1.2        TENANT’S IMPROVEMENTS AND
TENANT’S CONSTRUCTION WORK

    


    A.           Tenant’s
Improvements

    


    Tenant shall be solely responsible for
all costs and expenses associated with the specifications related to its
“manufacturing, clean room and lab areas”, as noted on the conceptual layout
attached hereto as Exhibit O, and the installation of specialty items, such as
those systems necessary to operate said manufacturing processors, lab and clean
room area(s) (i.e., supplemental cooling, HVAC, UPS, life safety, security
equipment, etc) to be constructed within the Premises (the “Tenant’s
Improvements”).  Landlord shall approve the contractor and all final
plans associated therewith prior to any installation or construction by Tenant
or its contractors.  All of such work shall be performed in accordance
with and subject to the terms of Paragraph B below.  Further, Tenant
agrees to satisfy any reasonable insurance requirements in customary limits and
terms as requested by Landlord prior to the commencement of any such
work.

    


    B.        
   Tenant’s Construction
Work

    


    The following is the responsibility of
the Tenant and will be completed by Tenant or its selected subcontractor(s)
(hereinafter referred to as “Tenant’s Construction Work”), which shall include
Tenant’s fixtures, furnishings, and equipment (and associated plans), vending,
appliances, security, telephones, data cabling and/or wiring, and all else not
included in Landlord’s Work as indicated in Exhibit B and shall be completed by
and coordinated with any work being performed by Landlord in such manner as to
maintain harmonious labor relations and not materially damage the Premises or
Lot or materially interfere with the operation of the Building or with any of
Landlord’s construction work hereunder, including but not limited to the
construction of the Landlord’s Work.  Tenant (including its
contractors, agents or employees) shall have access to the Premises and may
perform Tenant’s Construction Work on the Premises beginning forty-five days
prior to the Scheduled Term Commencement Date (i) Tenant’s contractors, agents
or employees work in a harmonious labor relationship with Landlord’s general
contractor, (ii) reasonable prior written notice is given to Landlord’s general
contractor specifying the work to be done, and (iii) no work, as reasonably
determined by Landlord, shall be done or fixtures or equipment installed by
Tenant in such manner as to materially interfere with the completion of
Landlord’s Work being done by or for Landlord on the
Premises.  Further, Tenant shall obtain, at its sole cost, any and all
permits necessary in connection therewith and shall forward the same to Landlord
prior to the commencement of construction hereunder.  Tenant shall,
during the Term, be responsible for the maintenance and/or repairs of Tenant’s
Improvements and Tenant’s Construction Work installed, including without
limitation, supplemental air conditioning, UPS, computer room equipment,
etc.  During the period of preoccupancy of the Premises by Tenant in
connection with Tenant’s Construction Work prior to the commencement of the
Term, no Fixed Rent or additional rent or other charges shall accrue or be
payable, but otherwise such preoccupancy shall be subject to all the terms,
covenants and conditions contained in this Lease.

    


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    3.2.          PREPARATION OF PREMISES FOR
OCCUPANCY

    


    Landlord shall perform the construction
work set forth in the Landlord’s Plans, and, therefore, Landlord agrees to use
diligent efforts to have the Premises ready for occupancy on the Scheduled Term
Commencement Date.

    


    Landlord and Tenant agree that time is
of the essence, and Landlord agrees to use diligent efforts to accelerate
construction to make up for time lost due to any delay.  Unless sooner
terminated by Tenant pursuant to the provisions of this Section 3.2, the Term of
this Lease shall commence on the date the Premises are deemed ready for
occupancy as set forth below (the "Term Commencement Date").

    


    The
Premises shall be deemed “ready for occupancy” on the earlier of:

    


    
      
        	
              	
                (a) 

              	
                the
      date on which Tenant occupies the Premises for the Permitted Uses It being
      acknowledged that the work to be performed as set forth in Section 3.1.2
      of this Lease shall not constitute occupation of the Premises ;
      or

              


      

    

    


    
      
        	
              	
                (b)

              	
                the
      date on which the construction of all of the Landlord’s Work is
      Substantially Completed, as defined below, and Landlord has delivered to
      Tenant a permanent certificate of occupancy from the Town of Billerica or
      a temporary certificate of occupancy from the Town of Billerica, which
      specifically allows Tenant to use and occupy the Premises for all intended
      purposes and without limitation as to the use of the Premises and which is
      acceptable to Tenant’s insurance carriers, and which temporary certificate
      of occupancy is not conditional on the performance of any work other than
      the Punch List Work as defined below (which such date, subject to
      additional terms and provisions of this Section 3.2, shall hereinafter be
      referred to as the date of "Substantial Completion" or which such work
      shall hereinafter be referred to as “Substantially Completed”), however in
      no event shall this date be sooner than January 1,
  2008.

              


      

    

    


    Simultaneously
therewith, Landlord shall provide Tenant with a list of minor items that are
incomplete or not in conformity with such requirements, and which will not
materially interfere with Tenant's use or occupancy of the Premises
(collectively such minor items are referred to herein as the "Punch List
Work").  Tenant shall have the right within thirty (30) days after
Tenant's receipt of said list to identify additional items of Punch List Work,
or, if such items are not reasonably discoverable within such time frame, then
the provisions set forth in Section 3.7 shall apply, all of which shall be
completed by Landlord within thirty (30) days after notice thereof from
Tenant.  Landlord and Tenant hereby agree to resolve any disputes
hereunder pursuant to the provisions of Section 3.6 hereof.

     

    In
addition, within sixty (60) days after completion of all such Punch List Work
and all Tenant’s Construction Work (if applicable) by Tenant, Landlord shall
forward to Tenant a final certificate of occupancy from the Town of
Billerica.

    


    The phrase “Tenant’s Delay” shall mean
the aggregate number of days (excluding any days of delay caused by or resulting
from Force Majeure) equal to the actual number of days that, notwithstanding its
diligent and good faith efforts to complete construction by the Scheduled Term
Commencement Date, the Landlord is delayed in completing its construction by the
Scheduled Term Commencement Date due solely to (i) the failure of the Tenant to
provide Landlord or its architect with information necessary for completion of
the Landlord’s Plans, or (ii) a delay caused by Tenant performing the Tenant's
Improvements and/or the Tenant’s Construction Work pursuant to Section 3.1.2
hereof, or (iii) a delay or stoppage requested in writing by Tenant, or (iv) the
number of Tenant Alteration Delay Days resulting from Change Orders requested by
Tenant pursuant to Section 3.1.1 hereof and not withdrawn by Tenant, then,
subject to Tenant’s right to dispute the matter pursuant to Section 3.6 hereof,
the Term Commencement Date shall be deemed to have occurred on the date, as
certified in good faith by Landlord and its architect, that Substantial
Completion would have occurred had there not occurred such Tenant's Delay,
calculated by determining the number of days of Tenant’s Delay as
aforesaid.

    


    Notwithstanding the foregoing
provisions, if the Premises are not deemed ready for occupancy on or before the
Outside Delivery Date (as defined below) for whatever reason, Tenant may elect
(i) to cancel this Lease at any time thereafter while the Premises are not
deemed ready for occupancy by giving notice to Landlord of such cancellation
which shall be effective ten (10) days after such notice, unless within such ten
(10) day period Landlord delivers the Premises ready for occupancy as defined
herein, in which event such notice of cancellation shall be rendered null and
void and of no further force or effect, or (ii) to enforce Landlord's covenants
to construct the Premises in accordance with the terms of this
Lease.  In the 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    event
Tenant elects to enforce Landlord's agreement to construct the Premises in
accordance with this Lease, Tenant shall also have the right to terminate this
Lease if Landlord fails to complete the Premises  within such
additional period of time from the date of Landlord's default as may be mutually
agreed to by Landlord and Tenant.  The foregoing rights shall be the
Tenant's sole remedy at law or in equity for Landlord's failure to have the
Premises ready for occupancy as required hereunder, except that Landlord shall
reimburse Tenant for all reasonable out-of-pocket costs properly documented for
Tenant’s Construction Work (not to exceed $150,000 in the
aggregate).

    


    For purposes hereof, the Outside
Delivery Date shall be deemed to refer to that certain date which is ninety (90)
days following the Scheduled Term Commencement Date, as such date may be
extended for a period equal to that of (i) any delays due to Force Majeure as
defined in Section 3.5 hereof, (ii) the number of delay days caused by a
Tenant’s Delay as hereinbefore determined.

     

    3.2.1        PARTIAL OCCUPANCY AND RENT
COMMENCEMENT

    


    If the entire Premises are not ready
for occupancy on the Scheduled Term Commencement Date, the Tenant may elect, but
shall have no obligation to, occupy any portion or portions of the Premises
which are ready for occupancy when, in Landlord's opinion, it can be done
without material interference with remaining work. In such event, Tenant agrees
not to materially interfere with Landlord's construction of the
Premises.  In the event Tenant elects to take occupancy of a portion
of the Premises, that portion shall be deemed ready for occupancy as to said
portion on the date of occupancy of such portion and Tenant's obligation to pay
Fixed Rent and additional rent shall commence on said date pro rata based on the
square footage occupied compared to the total square footage in the
Building.

    


    3.3           GENERAL PROVISIONS
APPLICABLE TO CONSTRUCTION

    


    All construction work required or
permitted by this Lease, whether by Landlord or by Tenant (or their respective
subcontractors), shall be done in a good and workmanlike manner consistent with
the quality generally used on other similarly situated buildings and in
compliance with all applicable laws and all lawful ordinances, regulations and
orders of governmental authority and insurers of the Building.  Either
party may inspect the work of the other at reasonable times and shall promptly
give notice of observed defects.  Notice of said defects shall be in
writing and shall be rectified by Landlord or Tenant, as the case may be, within
thirty (30) days of the original date of notice.  Failure to provide
notice hereunder shall not be the basis for any liability or for injury or
damage caused by such defect of or waiver of right to cause any defect to be
corrected.

    


    3.4           REPRESENTATIVES

    


    Landlord hereby acknowledges and agrees
that only the Tenant’s Construction Representatives, as defined in Section 1.1,
or any successors to either of them holding the same title or any other person
delegated the authority from either of them in writing, have the authority to
act on Tenant's behalf and represent Tenant's interest with respect to all
matters requiring Tenant's action in this Article.  No consent,
authorization or other action by Tenant with respect to matters set forth in
this Article shall bind Tenant unless in writing and signed by one of the
aforementioned persons.  Landlord hereby expressly recognizes and
agrees that no other person claiming to act on behalf of Tenant is authorized to
do so.  If Landlord complies with any request or direction presented
to it by anyone claiming to act on behalf of Tenant who does not have the title
and position mentioned above, such compliance shall be at Landlord's sole risk
and responsibility and shall not in any way alter or diminish the obligations
and requirements created and imposed by this Article, and Tenant shall have the
right to enforce compliance with this Article without suffering any waiver or
abrogation of any of its rights hereunder.

    


    Tenant
hereby acknowledges and agrees that only the Landlord’s Construction
Representatives, as defined Section 1.1 hereof, or any successors to either of
them holding the same title or any other person delegated the authority from
either of them in writing, have the authority to act on Landlord's behalf and
represent Landlord's interests with respect to all matters requiring Landlord's
action in this Article.  No consent, authorization or other action by
Landlord with respect to matters set forth in this Article shall bind Landlord
unless in writing and signed by one of the aforementioned
persons.  Tenant hereby 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    expressly
recognizes and agrees that no other person claiming to act on behalf of Landlord
is authorized to do so.  If Tenant complies with any request or
direction presented to it by anyone claiming to act on behalf of Landlord who
does not have the title and position mentioned above, such compliance shall be
at Tenant's sole risk and responsibility and shall not in any way alter or
diminish the obligations and requirements created and imposed by this Article,
and Landlord shall have the right to enforce compliance with this Article
without suffering any waiver or abrogation of any of its rights
hereunder.

    


    3.5           FORCE
MAJEURE

    


    As used
in this Article and elsewhere in the Lease, “Force Majeure” shall mean a time
extension equal to that of any delays when the party required to perform the
respective obligation is prevented from doing so, despite the exercise of
reasonable diligence, and such delay is caused by:  (i) Acts of God,
(ii) changes in government regulations, (iii) casualty, (iv) strike or other
such organized labor difficulties, or (v) other acts reasonably beyond
Landlord's control, but in no event shall the term include economic or financing
difficulties.

    


    3.6          
ARBITRATION BY
ARCHITECTS

    


    Whenever there is a disagreement
between the parties with respect to construction by Landlord of Landlord’s Work,
such disagreement shall be definitively determined by the following procedure:
Each of Landlord and Tenant shall appoint one (1) independent architect, such
two (2) architects will then (within five (5) days of their appointment) appoint
a third independent architect licensed in the Commonwealth of Massachusetts with
not less than ten (10) years experience.  Each architect shall
establish within ten (10) days of their appointment the matter in
dispute.  In case of any dispute with respect to dollar amounts or
lengths of time or dates such as the date of Substantial Completion, the dollar
amount or length of time or date shall be the average of the two closest
determinations by the three (3) architects, with the determination of the
architect which was not closest to another architects’ determination excluded
from such calculation.  In case of any dispute not involving dollar
amounts or lengths of time or dates (i.e. the approval of plans) the
determination by at least two (2) of the three (3) architects shall be required
in order to resolve the matter in dispute.  Landlord and Tenant shall
each bear the cost of the architect selected by them respectively and shall
share equally the cost of the third architect.  During such
arbitration period, the parties agree to cooperate with one another so as to
proceed with construction and with their respective obligations hereunder in a
timely manner.  Each determination under this Section 3.6 shall be
binding upon Landlord and Tenant.

    


    3.7         
 WARRANTY OF
LANDLORD’S WORK

    


    Landlord hereby warrants and
guarantees, at no extra cost to Tenant, that the Landlord’s Work shall be free
from defects in workmanship and materials for a period of one (1) year after the
Term Commencement Date.  Upon the expiration of said one (1) year
period, Landlord shall assign to Tenant any and all warranties and guarantees
with respect to Landlord’s Work and, to the extent that any such warranties and
guarantees are not assignable, Landlord agrees to enforce the same for the
benefit of Tenant, at Tenant’s sole cost and expense.  Tenant shall
not be responsible to pay for any such warranties  or enforcement by
Landlord against its own employees or against Gutierrez Construction Co., Inc.
or against any of its other affiliates (including their respective
employees).    Landlord agrees to repair, at its sole cost
and expense any latent defects in Landlord’s Work promptly after receipt of
notice therefrom from Tenant, provided that such notice from Tenant is received
by Landlord within a period of one (1) year after the Term Commencement
Date.  In connection therewith, Tenant shall notify Landlord promptly
after it becomes aware of any such latent defects.  Any repairs or
replacements or alterations to Landlord’s Work after said initial one (1) year
period shall be chargeable to Tenant in accordance with and subject to the
provisions of Section 4.2 hereof.

     

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    ARTICLE
IV

    RENT

    


    4.1           RENT

    


    Tenant agrees to pay, without any
offset, adjustment, abatement, or reduction, except as expressly set forth
herein in Article VII (entitled Casualty or Taking), Fixed Rent equal to 1/12th
of the annual Fixed Rent set forth in Section 1.1 in equal installments in
advance on the first day of each calendar month included in the Term; and for
any portion of a calendar month occurring at the beginning or end of the Term,
at the rate payable for such portion in advance. The term “Rent” shall at all
times be used herein to mean Fixed Rent plus additional rent or any other monies
payable under this Lease (including without limitation Section 4.2
hereof).

    


    Notwithstanding the foregoing, Landlord
and Tenant agree that so long as there is not then an uncured, continuing
material Event of Default hereunder, Landlord shall abate the monthly Fixed Rent
for the Premises from and after the second anniversary of the Term Commencement
Date through the date which is two (2) months thereafter.  If Tenant
at any time during such period materially defaults under this Lease beyond any
applicable notice and cure periods as aforesaid, then any further abatement
shall immediately cease.  During such two-month free rental period,
Tenant shall be responsible to pay common area maintenance costs, real estate
taxes and utility costs as hereinafter provided.

    


    
      
        	
                4.2 

              	
                COMMON AREA
      MAINTENANCE COSTS AND REAL ESTATE
TAXES

              


      

    

    


    4.2.1         Common Area
Maintenance - Tenant shall pay to Landlord as additional rent an
additional payment on the first day of each month occurring during the Term
hereof one-twelfth (1/12) of the amount of Common Area Maintenance Costs (as
hereinafter defined) for each twelve (12) month period beginning on each January
1st
occurring within the Term, as reasonably estimated by Landlord from time to time
according to this Section 4.2 (Common Area Maintenance Costs are currently
projected at $2.50/RSF).  The “Common Area Maintenance Costs” include
the expenses in the following categories and shall be prorated in accordance
with the prorations set forth within each category:

     

    1.           
 Building and Lot
Related Expenses shall be allocated to Tenant based on Tenant’s pro rata
share of the Building, specifically 42.52% (the “Tenant’s Share”), and shall
include the repairs and services set forth in Sections 5.1.1 (i.e. the services
set forth in Exhibit D hereof, as applicable), 5.1.2, 5.1.3, and the insurance
costs set forth in Section 5.1.6 of this Lease; maintenance of watertight
integrity of the roof, windows and skylights of the Building (expressly
excluding replacements of the structural components of roof or Building,
including exterior walls and foundations); compensation and all fringe benefits,
workmen’s compensation and payroll taxes paid by Landlord to, for or with
respect to all persons engaged in the operating, maintaining, or cleaning of the
exterior of the Building and Lot; maintenance and repair of utility, fire main
and hydrant facilities, drainage facilities and Building sewer system;
electricity for the HVAC units of the Building; maintenance of the Building
entrance sign; maintenance, repair and striping, snow removal and sanding of the
parking and loading areas and driveways of the Lot; fertilization, mowing of
lawns, operation and maintenance of any lawn irrigation systems on the Lot and
landscaping and care of shrubbery and general grounds upkeep of the Lot;
changing of street lamp lights, walkway lights and parking lights on the Lot,
and keeping the same in working condition; cost of maintenance, cleaning and
repairs as aforesaid; payments to independent contractors under service
contracts for operating, managing, maintaining and repairing the exterior of the
Building and Lot (which payments may be to affiliates of Landlord provided the
same are at reasonable rates consistent with similar contracts with unaffiliated
third parties); and insurance premiums procured by Landlord on behalf of
Tenant’s behalf as specified in Article V; and all other reasonable and
necessary expenses paid in connection with the operation, cleaning, maintenance,
and repair of the exterior of the Building and Lot, or either, and properly
chargeable against income, it being agreed that if Landlord installs a new or
replacement capital item for the purpose of reducing Common Area Maintenance
Costs of the Building, or for other purposes as deemed reasonably proper by
Landlord, the costs thereof as reasonably amortized by Landlord over the useful
life in years of the capital item so installed in accordance with generally
accepted accounting principles, consistently applied, shall be included in
Common Area Maintenance Costs.  Notwithstanding the foregoing or any
other language in this Lease to the contrary, Tenant shall not be charged for
the replacement of the HVAC Units, roof, structure, or foundation of the
Building, except to the extent caused by Tenant, or its employees, agents,
contractors, licensees or invitees or for the work to be performed by Landlord
as set forth in Exhibit “B”, and Landlord warrants and guarantees to keep the
same free from defects at its sole cost and expense.  Landlord agrees
that all of such services to be included in Common Area Maintenance Costs shall
be obtained by Landlord at commercially reasonable, competitive market rates
consistent with the operation and management of comparable buildings in the
Billerica area.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    2.        
    Traffic Related
Expenses, which shall be allocated to Tenant on the basis of Tenant’s
Share of the ratio of the square footage of the Building to the aggregate square
footage of all completed buildings, including the Building, within the Park, as
such buildings are completed from time to time, shall include snow removal and
sanding of common drives and parking lots, maintenance and repair of the Park
entrance signs, maintenance and repair of Park lighting, , maintenance and
repair of Park walks, and Park non-exclusive parking and any other traffic or
common Park roadway or walk-way related maintenance and repair
expenses;

     

    3.      
      Landscaping/Drainage/Other
General Office Park Related Expenses, which shall be allocated to Tenant
on the basis of Tenant’s Share of the ratio of the square footage of the
Building to the aggregate square footage of all completed buildings including
the Building in the Park, as such buildings are completed from time to time,
shall consist of the maintenance and repair of sewer, utilities, and drainage
facilities, maintenance and repair of detention and fire main and fire hydrant
facilities which service the Park generally and are not exclusive to any single
building within the Park; fertilization, mowing, and operation and maintenance
of lawn irrigation systems and landscaping, and care of shrubbery and general
grounds upkeep of access drives, entrance areas and other such portions of the
Park the landscaping of which actually and substantially benefit the Premises;
and liability insurance costs for the Common Areas of the Park.

     

    Notwithstanding anything to the
contrary contained herein, in no event shall Common Area Maintenance Costs
include the following:

    


    
      	
               
      

            	
              (a)

            	
              Costs,
      expenses and fees relating to solicitation of, advertising for and
      entering into leases and other occupancy arrangements for space in the
      Park, including but not limited to legal fees, space planners’ fees, real
      estate brokers’ leasing commissions and advertising
    expenses.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Costs
      of defending any lawsuits with any mortgagee (except as the actions of
      Tenant may be in issue), costs of selling, syndicating, financing,
      mortgaging or hypothecating any of Landlord’s interest in the Park (or any
      part thereof), costs of any disputes between Landlord and its employees,
      disputes of Landlord with building management, or outside fees paid in
      connection with disputes with other tenants or adjacent property
      owners.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Costs
      of correcting defects in the Building or the Building equipment or
      replacing defective equipment solely to the extent such costs relate to
      items covered by warranties of manufacturers, suppliers or contractors or
      are otherwise borne by parties other than Landlord and for which Landlord
      receives reimbursement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Costs
      of installations paid by or constructed for specific tenants or other
      occupants.

            


    

    


    
      	 	
              (e)

            	
              Interest,
      points, other finance charges and principal payments on mortgages, and
      other costs of indebtedness, if
any.

            


    

    


    
      	
               
      

            	
              (f)

            	
              All
      amounts which are specifically charged to or otherwise paid by any other
      tenant or other occupant of the Building or the Park, or for items or
      services which Landlord provides selectively to one or more tenants (other
      than Tenant) without reimbursement.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Any
      bad debt loss, rent loss or reserves for bad debts or rent
      loss.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Costs,
      expenses or judgments occasioned by casualty, injury or damage to the
      extent that such costs, expenses or judgments are, or are required, to be
      covered by insurance to be maintained by Landlord under this Lease
      (provided that all such costs, expenses or judgments not covered under
      such insurance as a result of any deductible amount shall be included in
      Common Area Maintenance Costs and costs for which Landlord is reimbursed
      by any tenant’s (including, without limitation, Tenant’s) insurance
      carrier.

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      salary and indirect compensation (including, without limitation, all
      fringe benefits, workmen’s compensation, insurance premiums and payroll
      taxes) of any employee above the trade of building manager, and the wages
      and indirect compensation of any employee to the extent such employee
      devotes his or her time to property other than the
    Building.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
            	
              (j) 

            	
              Amounts,
      if any, paid as ground rental by
Landlord.

            


    

     

    
      	
            	
              (k) 

            	
              Expenses
      related to third-party landlord-tenant
disputes.

            


    

     

    
      	
               
      

            	
              (l)

            	
              Expenses
      related to compliance by Landlord with laws existing as of the date of
      this Lease, including without limitation the American with Disabilities
      Act and the regulations of the standards thereunder, except to the extent
      that any such non-compliance was caused by Tenant or its employees,
      agents, contractors, licensees or
invitees.

            


    

     

    
      	
               
      

            	
              (m)

            	
              Expenses
      related to the replacement of the roof, structure, and foundation of the
      Building, except to the extent caused by Tenant, or its agents,
      contractors, licensees or invitees.

            


    

     

    
      	
               
      

            	
              (n)

            	
              Expenses
      for utilities used by other tenants which are separately metered or
      submetered to such tenants.

            


    

     

    Notwithstanding any provision of this
Lease to the contrary, any capital expenditure made by the Landlord (other than
the cost of any work performed by Landlord pursuant to Article III of this Lease
except as otherwise provided in Article III), which are payable by Tenant as
Common Area Maintenance Costs, shall be amortized with interest at a rate equal
to the Prime Rate being charged by Bank of America or its successor, plus two
percent (2%) over the expected life of the applicable capital improvement (or
such lesser interest rate as actually paid by the Landlord to the lender or
other parties providing such financing) and Tenant’s Share of that amortized
amount shall be passed through to the Tenant on an annual basis.

     

    Tenant shall be solely responsible for
paying any and all utilities including, but not limited to electricity, water,
gas and sewer, consumed in the Premises, and the electrical and gas bills shall
be placed in the Tenant’s name and billed directly by the utility to
Tenant.  Any utilities not placed directly in Tenant’s name shall be
paid to Landlord in the manner set forth in Exhibit D hereof.  If
Tenant fails to pay any such bills and such failure continues after written
notice to Tenant and the expiration of the applicable grace period, Landlord
shall have the right to pay such bills, and to recover such payment from Tenant
with any interest and/or penalties chargeable thereon as additional
rent.  Written notice to Tenant and the expiration of the applicable
grace period as aforesaid will not be applicable in the case of emergency with
respect to potential damage to persons or property.

     

    Tenant recognizes that Landlord may
retain the services of such independent contractors or affiliates as may be
necessary for Landlord to fulfill its obligations hereunder.  The fees
charged by such independent contractors or affiliates shall not exceed
commercially reasonable, competitive market fees charged by unaffiliated third
parties in the Billerica area.

     

    Landlord shall provide to Tenant within
one hundred twenty (120) days of the end of each calendar year an annual
accounting, in writing, of actual Common Area Maintenance Costs for such
calendar year, and Landlord shall maintain complete books and records relating
to Common Area Maintenance Costs sufficient to verify these charges and Tenant,
its accountants and agents shall have access to such books and records at
reasonable times with prior written notice.  If the total of Tenant’s
estimated payments on account of Common Area Maintenance Costs for such calendar
year exceeds the actual Common Area Maintenance Costs for such year, Landlord
shall repay to Tenant such excess within thirty (30) days after the delivery to
Tenant of such annual accounting.  If the total of Tenant’s estimated
payments on account of Common Area Maintenance Costs for such calendar year
falls short of the actual Common Area Maintenance Costs for such year, Tenant
shall pay to Landlord such shortage within thirty (30) days after Tenant’s
receipt of such accounting.

     

    Based on reasonable estimates of
increases in costs covered by this Section, Landlord reserves the right to
adjust the amount of Tenant’s estimated payments on account of Common Area
Maintenance Costs annually at the time of such accounting effective on the first
day of each calendar year during the Term hereof upon thirty (30) days' prior
written notice to Tenant and upon providing Tenant with documentation supporting
such estimates.  Any such change shall be effective retroactively to
the first day of the calendar year during which the adjustment is
made.  Notwithstanding anything contained herein, Landlord reserves
the right to separately invoice Tenant for Tenant’s proportionate share of any
actual Common Area 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Maintenance
Costs which exceeds the amount for such item in Landlord’s then current estimate
of Common Area Maintenance Costs by greater than five percent
(5%).  Any such change shall be effective retroactively to the first
day of the calendar year during which the adjustment is made.  None of
such Common Area Maintenance Costs shall exceed amounts which are charged for
such expenses in the Billerica or Bedford, Massachusetts area for property of
the same general type and size as in the Park.  Landlord agrees that
all services to be provided as part of Common Area Maintenance Costs shall be
obtained by Landlord at commercially reasonable, competitive market rates
consistent with the operation of comparable buildings in the Billerica
market.

     

    4.2.2         Tax
Expense - Tenant shall pay directly to Landlord, as additional rent, Tenant’s
Share of real estate taxes assessed with respect to any period included in the
Term hereof (on a pro rata basis at the beginning or end of the Term)
attributable to the Lot and the Building and  improvements and any
assessment, levy, penalty (arising directly from Tenant’s acts), imposition or
tax (including any tax which may replace or be assessed in lieu of any of the
foregoing), and any interest due thereon, assessed with respect to any period
included in the Term by any authority and agency having the direct power to tax
against the Lot and the Building (the "Tax Expense"); provided, however, (i) if
the amount of any real estate taxes or any such assessment, levy, penalty
(arising directly from Tenant’s acts or those of its employees, agents,
contractors, or licensees), imposition or tax may lawfully be paid in
installments, Tenant may pay such amount over the maximum period permitted by
law, and only the portion of such amount  required to be paid with
respect to any period in the Term shall be included in the Tax Expense for such
period, (ii) if the Term includes a partial fiscal tax year at its beginning or
end, the real estate taxes or any such assessment, levy, penalty (arising
directly from Tenant’s acts), imposition or tax for such tax years shall be
prorated according to the fraction of the total number of days in such tax year
that are within the Term, and only such prorated portion shall be included in
the Tax Expense, and (iii) Tenant shall have no obligation to pay any
assessment, levy, penalty, imposition or tax arising out of a breach or
violation by Landlord or any previous owner or occupancy of the Lot or the
Building of any law or obligation.  The term "real estate taxes" means
the real estate taxes, betterment assessments, water and sewer use rents, rates
or charges, and such other governmental charges (other than income or similar
taxes) and impositions which are or may be charged, levied, assessed, imposed or
become due and payable with respect to the Lot, Building, and other improvements
comprising the Premises.  All such payments shall be made no later
than ten (10) days prior to the date when interest or penalty would accrue for
non-payment or ten (10) days after Landlord provides Tenant with a copy of the
real estate tax bill (and an invoice therefor), whichever is
later.  If Landlord fails to deliver an invoice to Tenant so that
Tenant is able to make such payments in a timely manner, Tenant shall not be
obliged to pay any interest or penalty as a result of a late
payment.  Tenant shall furnish to Landlord copies of such bills and
receipts evidencing payment for Landlord's records, upon Tenant’s reasonable
request.  Real estate taxes are currently estimated at $1.76/RSF based
on the most recent tax assessment effective as of January 1, 2007.

     

    Tenant shall also pay all personal
property taxes for Tenant's personal property on the Premises or used in
connection therewith.  To the extent permitted by law, Tenant shall
pay, when due, taxes levied or assessed against Landlord by reason of this Lease
on the rental or any other payment required to be made hereunder whether said
taxes are assessed solely on the rental payment hereunder or jointly with other
rentals collected pursuant to any law or ordinance now existing or hereafter
enacted (other than taxes levied on the net income of Landlord derived therefrom
as part of a state or federal income tax law applicable to Landlord's income,
and any income, franchise, gross receipts, corporation, capital levy, excess
profits, revenue, rent, inheritance, devolution, gift, estate, payroll or stamp
tax by whatsoever authority imposed or howsoever designated or any tax upon the
sale, transfer and/or assignment of Landlord's title or estate which at any time
may be assessed against or become a lien upon all or any part of the Premises or
this leasehold).  Notwithstanding the foregoing, Tenant shall have no
responsibility for late payment penalty or interest if Tenant's payment was
timely as above provided.

     

    4.2.3         Tax
Abatement - Tenant shall have the right to contest in good faith by appropriate
proceedings diligently pursued the imposition or amount of any real estate taxes
assessed against the Lot or the Building or such personal property taxes payable
by it hereunder, including the right on behalf of, and in the name of the
Landlord, to seek abatements thereto.  The Landlord shall reasonably
cooperate with Tenant, at Tenant's sole expense, in any such contest or
abatement proceedings.  Landlord may at any time elect to file such
contest that Tenant has not previously filed or any tax bill, and thereafter
shall have the sole right as to such tax bill to contest in good faith by
appropriate proceedings diligently pursued the imposition or amount of any real
estate taxes assessed against the Lot or the Building or such other taxes
payable by Tenant hereunder, including the right to seek abatements
thereto.  In such event, the Tenant shall reasonably cooperate with
Landlord, at Landlord's sole expense, in any such contest or abatement
proceedings.  Any tax abatement or rebate received shall be allocated
to the parties in the same proportion as payment.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    If Landlord shall receive on behalf of
the Lot or the Building a rebate or abatement on any tax paid by Tenant, then
after deducting therefrom any costs reasonably incurred by Landlord in obtaining
such rebate or abatement, Tenant’s Share of all of such net rebate or abatement
relating to the Lot or the Building and all of such net rental amount relating
to personal property taxes assessed against the Tenant's personal property shall
be returned to Tenant to the extent that such rebate or abatement relates to
payment made by the Tenant and not reimbursed by Landlord.  If Tenant
shall receive on behalf of the Lot or the Building a rebate or abatement on any
tax paid by Tenant, then after deducting therefrom any costs reasonably incurred
by Tenant in obtaining such rebate or abatement, all of such net rebate or
abatement related to the Lot, the Building or to personal property taxes
assessed against the Tenant's property shall be retained by Tenant, as its sole
property, to the extent such rebate or abatement relates to a payment made by
Tenant and not reimbursed by Landlord.  The remaining portion of such
net rebate or abatement shall promptly be returned to Landlord.

     

    Notwithstanding any other provision
of this Section 4.2, if the Term expires or is terminated as of a date other
than the last day of a fiscal year at the end of the Term, Tenant's last payment
to Landlord under this Section 4.2 shall be made on the basis of Landlord's best
estimate of the items otherwise includable in Landlord's annual accounting and
shall be made on or before the later of (a) ten (10) days after Landlord
delivers such estimate to Tenant, or (b) the last day of the Term, with an
appropriate payment or refund to be made upon submission of Landlord's annual
accounting.  Without limitation, the obligation of Tenant to pay the
Common Area Maintenance Costs and Tax Expense with respect to any fiscal year
during the Term (or portion thereof) shall survive the expiration or earlier
termination of the Term.

    


    4.3           PAYMENTS

    


    All payments of Fixed Rent and
additional rent (including without limitation all payments set forth in Section
4.2 hereof) shall be made to Managing Agent, or to such other person as Landlord
may from time to time designate in writing.  If any installment of
rent, Fixed Rent or additional, or on account of leasehold improvements is paid
after the due date thereof, at Landlord's election, it shall bear interest at
the rate of eighteen percent (18%) per annum, (or, if lower, the maximum rate
permitted by law) from such due date, which interest shall be immediately due
and payable as further additional rent; provided, however, Landlord hereby
acknowledges and agrees that Tenant shall have one (1) grace period of an
additional five (5) days per each calendar year of the Term before which such
interest shall be charged by Landlord.

    


    


    


    ARTICLE
V

    LANDLORD'S
COVENANTS

    


    5.1           LANDLORD'S COVENANTS DURING
THE TERM

    


    Landlord covenants during the
Term:

    


    
      	
               
      

            	
              5.1.1

            	
              Building
      Services - To furnish, through Landlord's employees or independent
      contractors, the services listed in Exhibit
D;

            


    

    


    
      	
               
      

            	
              5.1.2

            	
              Additional Building
      Services - To furnish, through Landlord's employees or independent
      contractors, reasonable additional services to the Building and Lot upon
      reasonable advance request of Tenant, at reasonable and competitive rates
      from time to time established by Landlord to be paid by
      Tenant;

            


    

    


    
      	
               
      

            	
              5.1.3

            	
              Repairs -
      Except as otherwise provided in Article VII, except as resulting from
      Tenant’s negligence or misuse (or the negligence or misuse of Tenant’s
      employees, agents, contractors, licensees or invitees), except as
      resulting from settling or sagging within standard engineering tolerance
      (provided that the settling or sagging does not affect the surface or
      structural integrity of the Building or in any way materially affect the
      ordinary and customary use of the Premises, or any part thereof by
      Tenant), or except for damage or deterioration resulting from reasonable
      wear and damage, Landlord shall maintain, at its expense, the structural
      integrity of the Building, including but not limited to the roof, exterior
      walls, and windows and skylights.  Landlord shall, at Tenant’s
      expense apportioned pursuant to Section 4.2, also be responsible for (i)
      all exterior maintenance, repairs and replacements necessary to keep in
      good condition and working order all Common Areas of
  the

            


    

    
 

    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              	
                Park,
      and the trees, shrubs, plants, landscaping, parking areas, driveways and
      walkways on the Lot or elsewhere in the Park, including but not limited
      to, all lighting and other fixtures and equipment serving such parking
      areas, driveways and walkways,  and (ii) providing the services
      and performing the maintenance work set forth in Section 4.2 and Article
      VII hereof, and (iii) performing necessary repairs to maintain the
      watertight integrity of the roof, windows and skylights (exclusive of
      costs associated with replacing all or a portion of the
      roofing).   Landlord shall also maintain, repair and
      replace, in a timely manner, the HVAC equipment in the Building, such that
      it shall be in good operation condition throughout the Term and any
      contemplated extension herein provided, reasonable wear and tear excepted,
      and in connection therewith, Landlord shall warrant the useful life of any
      such equipment throughout the Term and shall perform all necessary repairs
      and replacements to maintain the watertight integrity of the Building,
      including but not limited to the roof, exterior wall, windows and
      skylights.  Landlord shall, in all instances regardless of the
      party responsible for payment, make all of such repairs and replacements
      necessary to maintain the foregoing in good condition and working order
      and in compliance with all laws and all costs and expenses therefor shall
      be chargeable to Tenant subject to, and pursuant to, the provisions of
      Section 4.2 (including electricity for the HVAC units), except that
      Landlord shall be responsible for the replacement of the roof, structure,
      and foundation of the Building , all at Landlord’s sole cost and expense
      (except if the same is necessitated due to Tenant’s negligence or misuse
      as aforesaid, or in Section 6.1.15 to the contrary).  All other
      repairs and maintenance, except as specifically otherwise provided for
      herein, shall be the responsibility of Tenant on a proportional basis
      based on the Tenant’s Share in the
Building.

              


      

       

    

    
      	
               
      

            	
              In
      the event that Tenant gives notice to Landlord of a condition which Tenant
      believes requires Landlord’s repairs or a condition which, if left
      uncorrected, will necessitate Landlord’s repair, then, in accordance with
      the terms of this Section 5.1.3, Landlord shall respond promptly to
      investigate such condition, and, if such repairs are Landlord’s obligation
      hereunder, Landlord shall commence promptly to repair same and to
      diligently complete said repair.  Tenant agrees during the Term
      to provide Landlord notice as soon as reasonably possible of any condition
      known to Tenant which might require, or if left uncorrected will
      necessitate Landlord’s repair pursuant to this Section 5.1.3. Tenant shall
      have the right to require, at reasonable times and with reasonable notice,
      a representative of Landlord to inspect the Premises for repairs which may
      be the responsibility of Landlord;

            


    

    


    
      	
               
      

            	
              5.1.4

            	
              Quiet Enjoyment
      - That Landlord has the right to make this Lease and that Tenant, on
      paying the rent and performing its obligations hereunder, shall peacefully
      and quietly have, hold and enjoy the Premises throughout the Term without
      any manner of hindrance or molestation from Landlord or anyone claiming
      under Landlord, subject, however, to all the terms and provisions
      hereof;

            


    

    


    
      	
               
      

            	
              5.1.5

            	
              Landlord’s Compliance
      with Laws – Notwithstanding anything contained in this Lease to the
      contrary, throughout the Term, Landlord (and not Tenant) shall be required
      to make all repairs, replacements and improvements to the Premises,
      Building and Common Areas thereof and all systems and equipment therein
      and take such other action as may be required and restricted by all
      applicable laws, ordinances, rules and regulations of governmental bodies
      that apply to generally and not related to Tenant’s particular use of the
      Premises.  All reasonable costs and expenses incurred in
      connection therewith shall be part of Landlord’s Common Area Maintenance
      pursuant to Section 4.2, except as otherwise provided in this Lease (i.e.
      in Section 4.2.1);

            


    

    


    
      	
               
      

            	
              5.1.6

            	
              Landlord’s
      Insurance - Beginning with the commencement of Landlord’s Work and
      thereafter throughout the Term, Landlord shall purchase and keep in force,
      broad-form commercial general liability insurance, or the equivalent
      then-customary form providing comparable coverages, written on an
      occurrence basis containing provisions adequate to protect the Landlord
      from and against claims for bodily injury, including death and personal
      injury and claims for property damage occurring within the Park and/or the
      Building, such insurance having body injury and property damage combined
      limits of not less than five million dollars ($5,000,000) per
      occurrence.  In addition, Landlord shall procure and continue in
      force during the Term, as the same may be extended hereunder, fire and
      extended coverage insurance, including vandalism, sprinkler leakage and
      malicious mischief, upon the Building on a full replacement cost basis,
      agreed cost value endorsement with agreed values for the Building and
      tenant improvements initially installed by Landlord, as determined
      annually

            


    

    
      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              	
                by
      the Landlord’s insurer.  Landlord may, at its
      cost,  procure and continue in force during the Term, as the
      same may be extended hereunder, rental interruption insurance for twelve
      (12) months or the maximum amounts permitted.  All insurance
      required of Landlord pursuant to this Section shall be effected under
      policies issued by insurers or recognized responsibility (which are rated
      A or A+ by Best’s Rating Service or a comparable rating by an equivalent
      service).  The coverages required by this Section 5.1.6 may be
      provided by a single “package policy” or by a combination of “package
      policy” and umbrella but shall be on commercially reasonable terms and
      rates.  Tenant shall be responsible for notifying Landlord of
      any alterations, additions or improvements to be completed to the interior
      of the Premises for which Tenant intends Landlord to insure under this
      Section.  Notification shall include the cost and description of
      such work and the date on which coverage should commence;
    and

              


      

       

    

    
      	
               
      

            	
              5.1.7

            	
              Landlord’s
      Indemnity - Landlord covenants and agrees to defend, with counsel
      reasonably acceptable to Tenant, save harmless and indemnify Tenant from
      any liability for injury, loss, accident or damage to any person or
      property on the Premises in the Building, on the Lot, or elsewhere in the
      Park, and from any claims, actions, proceedings and reasonable expenses
      and costs in connection therewith (including, without implied limitation,
      reasonable counsel fees), arising from the gross negligence or gross
      misconduct of Landlord and not caused directly by the negligent acts or
      gross misconduct of Tenant.  In no event shall Landlord be
      obligated to indemnify Tenant for any willful or negligent act or omission
      of Tenant or of any of Tenant’s employees, agents, contractors or
      licensees.

            


    

     

    Except as specifically provided to the
contrary in Section 4.2, Landlord shall charge Tenant under the provisions of
Section 4.2 for the costs incurred by Landlord in connection with the services
and/or repairs set forth in Section 5.1.1, 5.1.2, 5.1.3 (except as otherwise set
forth therein to the contrary), 5.1.5 and 5.1.6 above.

    


    


    5.2           INTERRUPTIONS

    


    Landlord shall not be liable to Tenant
for any compensation or reduction of rent by reason of inconvenience or
annoyance or for loss of business arising from power losses or shortages or from
the necessity of Landlord's entering the Premises for any of the purposes in
this Lease authorized, or for repairing the Premises or any portion of the
Building or Lot.  In case, notwithstanding Landlord’s diligent efforts
in connection therewith, Landlord is prevented or delayed from making any
repairs, alterations or improvements, or furnishing any service or performing
any other covenant or duty to be performed on Landlord's part, by reason of any
cause reasonably beyond Landlord's control (expressly excluding Landlord's
financial inability), Landlord shall not be liable to Tenant therefore, nor,
except as expressly otherwise provided in Article VII, shall Tenant be entitled
to any abatement or reduction of rent by reason thereof, nor shall the same give
rise to a claim in Tenant's favor that such failure constitutes, actual or
constructive, total or partial, eviction from the Premises.

    


    Landlord reserves the right to stop any
service or utility system when necessary by reason of accident or emergency or
until necessary repairs have been completed.  Except in case of
emergency repairs, Landlord will give Tenant reasonable advance notice of any
contemplated stoppage and will use reasonable efforts to avoid unnecessary
inconvenience to Tenant’s use and occupancy of the Premises.

    


    Except as
set forth in Article VII, the foregoing rights shall be Tenant’s sole remedy at
law or in equity for the interruptions described in this Section
5.2.

    


     

     

     

    
 

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    ARTICLE
VI

    TENANT'S
COVENANTS

    


    6.1           TENANT'S COVENANTS DURING
THE TERM

    


    
      	
               
      

            	
              Tenant
      covenants during the Term and such further time as Tenant occupies any
      part of the Premises:

            


    

     

    
      	
               
      

            	
              6.1.1

            	
              Tenant's
      Payments - To pay when due (a) all Fixed Rent and additional rent,
      (b)  all taxes which may be imposed on Tenant's personal
      property in the Premises (including, without limitation, Tenant's fixtures
      and equipment) (c) directly to the utility provider (if not payable to
      Landlord), subject however, to Tenant’s right to contest and seek
      abatement thereof, all charges by public utility for telephone and other
      utility services (including service inspections therefor and the charges
      as may be imposed pursuant to Exhibit D hereof) rendered to the Premises
      not otherwise required hereunder to be furnished by Landlord without
      charge and not consumed in connection with any services required to be
      furnished by Landlord without charge, and (d) as additional rent, all
      reasonable charges of Landlord for services rendered pursuant to Section
      5.1.1, 5.1.2, 5.1.3 (except as otherwise set forth therein to the
      contrary), 5.1.5 and 5.1.6 hereof;

            


    

    


    
      	
               
      

            	
              6.1.2

            	
              Repairs and Yielding
      Up - Except as otherwise provided in Article VII and in Section
      5.1.3,  and reasonable wear and damage or destruction by
      casualty or eminent domain excepted, to keep the interior, non-structural
      and non-building system elements of the Premises and all fixtures thereon
      and therein in good repair, operating condition and working order at
      Tenant’s cost and expense (including those maintenance and repairs to the
      Tenant’s Improvements and Tenant’s Construction Work as aforesaid); make
      and perform or cause to be made or performed all interior maintenance,
      repairs and replacements necessary to keep the Premises in such condition,
      including, without limitation, by their inclusion, interior repainting and
      replacement of glass damaged or broken and of floor and wall coverings
      torn or damaged.  Such tenant repair, maintenance and
      replacement obligations shall include, but not be limited to, the
      responsibility for any security system or communications systems within
      the Premises.  Landlord reserves its right to inspect the
      maintenance and repair and replacement of said systems, and if Landlord is
      reasonably dissatisfied with Tenant’s maintenance and repair and
      replacement of said systems, then Landlord, after notice and a reasonable
      opportunity to cure (except in the event of emergency), shall have the
      right to require Tenant to change maintenance contractors or assume such
      responsibility itself, at Tenant’s cost (i.e. chargeable under Section 4.2
      hereof).

            


    

    
      	
               
      

            	 


    

    Tenant
further covenants, at the expiration or termination of this Lease, peaceably to
yield up the Premises and all changes and additions therein in such order,
repair and condition, first removing all goods and effects of Tenant, the
removal of which is required by agreement or specified therein to be removed at
Tenant's election and which Tenant elects to remove, and repairing all damage
caused by such removal and leaving them clean and neat; any property not so
removed shall be deemed abandoned and may be removed and disposed of by
Landlord, in such manner as Landlord shall determine, and Tenant shall pay
Landlord the entire reasonable cost and expense incurred by it by effecting such
removal and disposition;

    


    
      	
               
      

            	
              6.1.3

            	
              Occupancy and
      Use - Continuously, to use and occupy the Premises then demised to
      the Tenant (excluding any portions of the Premises subject to the
      assignments or subleases pursuant to the provisions of Section 6.1.6
      hereof and excepting following a casualty or eminent domain event); to use
      and occupy the Premises only for the Permitted Uses; and not to injure or
      deface the Premises, Building or Lot; and not to permit in the Premises
      any auction sale, nuisance, or the emission from the Premises of any
      objectionable noise or odor; nor any use thereof which is improper,
      offensive, contrary to law or ordinances, or liable to invalidate or
      increase the premiums for any insurance on the Building or its contents,
      unless Tenant agrees to pay such increased premiums and costs, and such
      use (if other than Permitted Uses) is approved by Landlord in
      advance;

            


    

    


    
      	
               
      

            	
              6.1.4

            	
              Rules and
      Regulations - To comply with the Rules and Regulations set forth in
      Exhibit E and all other reasonable Rules and Regulations hereafter made by
      Landlord, of which Tenant has been given notice, for the care and use of
      the Building, Lot and Common Areas of the Park (and their facilities and
      approaches as further described in the Park Covenants attached hereto as
      Exhibit I), it being understood that Landlord shall not be liable to
      Tenant for the failure of other tenants of the Building or Park to conform
      to such Rules and Regulations; provided that (i) such Rules and
      Regulations are enforced in a non-discriminatory fashion, (ii) such Rules
      and Regulations do not materially interfere with Tenant’s use of the
      Premises and the Building Parking Area (as hereinafter defined in Section
      10.14) and (iii) in the event of any conflict, this Lease shall
      prevail;

            


    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              6.1.5

            	
              Compliance with Laws
      and Safety Appliances - To keep, from and after the initial
      installation thereof by Landlord, the Premises equipped with all safety
      appliances (exclusive of sprinkler systems and fire detection systems
      required by law) required by law or ordinance or any other regulation of
      any public authority because of any particular manner of use made by
      Tenant and to procure all licenses and permits so required because of such
      use, it being understood that the foregoing provisions shall not be
      construed to broaden in any way Tenant's Permitted Uses.  Tenant
      shall have the right, upon giving notice to the Landlord, to contest any
      obligation imposed upon it pursuant to the provisions of this Section
      6.1.5, and provided the enforcement of such requirement or law is stayed
      during such contest and such contest will not subject the Landlord to
      penalty or jeopardize the title to the Premises or otherwise affect the
      Premises in any adverse way. Landlord shall cooperate with Tenant in such
      contest and shall execute any documents reasonably required in the
      furtherance of such purpose;

            


    

    


    
      	
               
      

            	
              6.1.6

            	
              Assignment and
      Subletting -Tenant shall have the right, subject to the requirement
      of obtaining Landlord’s prior written consent, such consent not to be
      unreasonably withheld, conditioned or delayed by Landlord, to assign this
      Lease or sublet the whole or any portion of the Premises, which assignment
      or sublease shall be only for the Permitted Uses, it being understood that
      Tenant shall, as additional rent, reimburse Landlord promptly for
      reasonable legal and other expenses incurred by Landlord in connection
      with any request by Tenant for consent to assignment or
      subletting.  No assignment or subletting shall affect the
      continuing primary liability of Tenant (which, following assignment, shall
      be joint and several with the assignee).    Such
      consent by Landlord to any of the foregoing in a specific instance shall
      be subject to the prior written approval of Landlord’s
      mortgagee(s).  Landlord’s consent shall not be treated as having
      been withheld unreasonably if, in connection with any such proposed
      assignment or subletting:  (i) the terms of the proposed
      assignment or subletting do not prohibit further assignments of the Lease
      or subletting of the Premises without the written consent of Landlord, the
      granting of which consent shall be subject to the terms and conditions
      hereof, and in any event shall not be unreasonably withheld or delayed;
      (ii) the use violates an exclusive use provision of the Park; and/or (iii)
      in connection with an assignment of this Lease, the assignee does not
      agree directly with Landlord, by written instrument in form reasonably
      satisfactory to Landlord, to be bound by all the obligations of Tenant
      hereunder including, without limitation, the covenant against further
      assignment and subletting without the written consent of
      Landlord.  Tenant hereby acknowledges and agrees that the
      foregoing is not intended to be an exclusive list of the reasons for which
      Landlord may reasonably withhold consent to a proposed request by Tenant
      for consent to assignment or subletting. No consent to any of the
      foregoing in a specific instance shall operate as waiver in any subsequent
      instance.  If an assignment or subletting is proposed to be made
      and Landlord’s consent is required as hereinabove provided, Tenant shall
      give Landlord prior notice of such proposal, which such notice shall
      include information on the proposed subtenant,(including creditworthiness
      information), a copy of a bona-fide letter of intent, a draft of a
      sublease document, and other items  that are relative factors
      relating to a Landlords reasonable determination of its approval, and it
      is understood that Landlord shall have a period of ten (10) days after the
      submission of such information by Tenant to make its determination whether
      Landlord’s approval is to be granted hereunder.  If Landlord
      does not respond within ten (10) days, the Tenants request for Sublease
      shall be deemed approved.

            


    

    


    Notwithstanding
any provision contained in this Lease, including the provisions in the preceding
paragraph, no consent of Landlord or Landlord’s mortgagee shall be required for
the assignment of this Lease or the subletting of any portion (or the whole) of
the Premises, (i) to a subsidiary of Tenant, (ii) to a corporation or other
entity into or with which Tenant has merged or consolidated or to which
substantially all of Tenant’s stock or assets are transferred, (iii) to any
corporation or other entity which controls, is controlled by, or is under common
control with Tenant, or (iv) to any corporation or other entity with which
Tenant is otherwise affiliated; provided that, in any of such events, (w) said
Guaranty of Guarantor remains in effect, (x) said assignee or sublessee shall
have a net worth, as of the date of the proposed transaction, that is equal to
or greater than that of Tenant as of the date hereof (i.e. $3,000,000), as
evidenced by a financial statement certified by the chief financial officer of
Tenant, (y) Tenant shall remain primarily liable, and (z) such assignee agrees
directly with Landlord by written instrument to be bound by all of the
obligations of Tenant; in the event of any such assignment or subletting for
which no consent by Landlord is required hereunder, Tenant shall not be
obligated to share Rent Differential as hereinafter set forth.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    If this
Lease shall be assigned, or if the Premises or any part hereof shall be sublet
or occupied by any person other than Tenant, Landlord may, only after the
uncured Event of Default of the Tenant,  collect rent (or any amounts
due to Landlord hereunder) from the assignee, subtenant or occupant and apply
the net amount collected to the annual Fixed Rent, additional rent and all other
charges herein reserved, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of the provisions of this Section 6.1.6, or
acceptance of the assignee, subtenant or occupant as tenant, or a release of
Tenant from the further performance of the terms, covenants and conditions of
this Lease on the part of Tenant to be performed.  Further, no
liability hereunder of Tenant shall be discharged, reduced, released or impaired
in any respect by any waiver, indulgence or extension of time which Landlord may
grant to the then owner of Tenant’s interest in this Lease, whether or not
notice thereof has been given or consent from Tenant has been
obtained.

    


    If
Landlord approves a sublease or assignment, and said sublease or assignment is
for a total rental amount which on an annualized basis is greater than the Fixed
Rent and additional rent due from Tenant to Landlord under this Lease, Tenant
shall pay to Landlord, forthwith upon Tenant’s receipt of each installment of
such excess rent, during the term of any approved sublease or assignment, as
additional rent hereunder, in addition to the Fixed Rent and other payments due
under this Lease, an amount equal to fifty percent (50%) of the positive excess
between all fixed rent and additional rent received by Tenant under the sublease
or assignment and the Fixed Rent and the additional rent due hereunder after
Tenant has recouped its reasonable out-of-pocket expenses with respect to such
sublease or assignment, including without limitation, real estate brokerage
commissions, legal fees for tenant and those fees due reimbursement due Landlord
,  free rent, marketing costs and the costs of refurbishment and or
subdivision  of the Premises for such sublease or assignment (the
“Rent Differential”). In the event the sublease is for less than the full
Premises hereunder, the above rent adjustment shall be equitably pro rated on a
square foot basis.  Anything contained in the foregoing provisions of
this section to the contrary notwithstanding, neither Tenant nor any other
person having interest in the possession, use, occupancy or utilization of the
Premises shall enter into any lease, sublease, license, concession or other
agreement for use, occupancy or utilization of space in the Premises which
provides for rental or other payment for such use, occupancy or utilization
based, in whole or primarily on the net income or profits derived by any person
from the Premises leased, used, occupied or utilized (other than an amount based
on a fixed percentage or percentages of receipts or sales), and any such
purported lease, sublease, license, concession or other agreement shall be
absolutely void and ineffective as a conveyance of any right or interest in the
possession use, occupancy or utilization of any part of the
Premises;

    


    
      	
               
      

            	
              6.1.7

            	
              Indemnity -To
      defend, with counsel reasonably acceptable to Landlord, save harmless, and
      indemnify Landlord  from any liability for injury, loss,
      accident or damage to any person or property occurring on the Premises, in
      the Building, on the Lot, or elsewhere in the Park, and from any claims,
      actions, proceedings and expenses and costs in connection therewith
      (including, without implied limitation, reasonable counsel
      fees):  (i) arising from the negligent acts or gross misconduct
      of Tenant or any of Tenant’s employees, agents, contractors, subtenants,
      assignees, licensees or invitees and not caused directly by the negligent
      acts or gross misconduct of Landlord, or (ii) resulting from the failure
      of Tenant to perform and discharge its covenants and obligations under
      this Lease.  In no event shall Tenant be obligated to indemnify
      Landlord for any willful or negligent act or omission of Landlord or any
      of Landlord’s employees, agents, contractors or licensees.  The
      covenants and indemnifications set forth in this Section 6.1.7 shall
      survive the expiration or earlier termination of this
    Lease;

            


    

    


    
      	
               
      

            	
              6.1.8

            	
              Tenant's Liability
      Insurance - To maintain, throughout the Term, public liability
      insurance in the Premises in amounts which shall, at the beginning of the
      Term, be at least equal to the limits set forth in Section 1.1 and from
      time to time during the Term, shall be for such higher limits, if any, as
      are customarily carried in the area in which the Premises are located on
      property similar to the Premises and used for similar purposes and, upon
      written request therefor, to furnish Landlord (and/or its mortgagees) with
      certificates thereof, prior to occupancy hereunder, evidencing such
      coverage and providing that the insurance indicated therein shall not be
      cancelled without at least thirty (30) days prior written notice to
      Landlord.  Landlord and its mortgagee shall be named as
      additional insureds on such policy.  Further, Tenant’s current
      $5M umbrella policy is acceptable to
Landlord;

            


    

    


    
      	
               
      

            	
              6.1.9

            	
              Tenant's Workmen's
      Compensation Insurance - To keep all Tenant's employees working in
      the Premises covered by workmen's compensation insurance in statutory
      amounts and to furnish Landlord with certificates
  thereof;

            


    

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              6.1.10

            	
              Landlord's Right of
      Entry - Upon not less than twenty-four (24) hours prior notice
      (except in the event of emergencies), to permit Landlord and Landlord's
      agents entry; to examine the Premises at reasonable times and, if Landlord
      shall so elect, to make repairs or replacements; to remove, at Tenant's
      expense, any changes, additions, signs, curtains, blinds, shades, awnings,
      aerials, flagpoles, or other improvements visible outside the Building not
      consented to in writing; and to show the Premises to prospective tenants
      during the twelve (12) months preceding expiration of the Term with
      reasonable prior notice and to prospective purchasers and mortgagees at
      all reasonable times with reasonable prior
  notice;

            


    

    


    
      	
               
      

            	
              6.1.11

            	
              Loading - Not
      to place a load upon the Premises exceeding 250 pounds per square inch;
      and not to move any safe, vault or other heavy equipment, with the
      exception of the equipment and tools which are produced by the tenant in
      it’s normal course of business, in, about or out of the Premises except in
      such a manner and at such times as Landlord shall in each instance
      approve; Tenant's business machines and mechanical equipment which cause
      vibration or noise that may be transmitted to the Building structure shall
      be placed and maintained by Tenant in settings of cork, rubber, spring, or
      other types of vibration eliminators sufficient to eliminate such
      vibration or noise;

            


    

    


    
      	
               
      

            	
              6.1.12

            	
              Landlord's
      Costs - In case Landlord shall, without any fault on its part, be
      made party to any litigation commenced by or against Tenant or by any
      party claiming under Tenant, to pay, as additional rent, all actual third
      party reasonable costs including, without implied limitation, reasonable
      counsel fees incurred by or imposed upon Landlord in connection with such
      litigation, and, as additional rent, also to pay all such reasonable costs
      and fees incurred by Landlord in connection with the enforcement by
      Landlord of any obligations of Tenant under this
  Lease;

            


    

    


    
      	
               
      

            	
              6.1.13

            	
              Tenant's
      Property - All the furnishings, fixtures, equipment, effects and
      property of every kind, nature and description of Tenant (including
      Tenant’s Improvements) and of all persons claiming by, through or under
      Tenant which, during the continuance of this Lease or any occupancy of the
      Premises by Tenant or anyone claiming under Tenant, may be on the Premises
      or on the Lot shall be at the sole risk and hazard of Tenant, except for
      Landlord's gross negligence or willful act or omission, and if the whole
      or any part thereof shall be destroyed or damaged by fire, water or
      otherwise, or by the leakage or bursting of water pipes, steam pipes, or
      other pipes, by theft, or from any other cause, no part of said loss or
      damage is to be charged to or to be borne by Landlord, except if caused
      directly by Landlord’s gross negligence or willful
    misconduct;

            


    

    


    
      	
               
      

            	
              6.1.14

            	
              Labor or Materialmen's
      Liens - To pay promptly when due the entire cost of any work done
      on the Premises by Tenant, its agents, employees, or independent
      contractors; not to cause or permit any liens for labor or material
      performed or furnished in connection therewith to attach to the Premises;
      and within ten (10) days after Tenant's receipt of notice thereof, to
      discharge or bond over any such liens which may so
  attach;

            


    

    


    
      	
               
      

            	
              6.1.15

            	
              Changes or
      Additions - Not to make any material changes or additions to the
      Premises without Landlord's prior written consent, which such consent
      shall not be unreasonably withheld or delayed.  Notwithstanding
      the foregoing, Tenant may, from time to time, at its own cost and expense
      and without the consent of Landlord, make non-structural alterations,
      additions or improvements to the Premises, so long as they do not affect
      any of the mechanical, electrical or plumbing systems of the Building
      (collectively herein called “Alterations”) whose cost in any one instance
      is Fifteen Thousand Dollars ($15,000.00) or less, provided that Tenant
      first notifies Landlord in writing of any such Alterations.  If
      Tenant desires to make any Alterations costing in excess of Fifteen
      Thousand Dollars ($15,000.00) in any one instance or any other alteration,
      including any structural alteration or alteration affecting any of the
      mechanical, electrical or plumbing systems or life safety systems of the
      Building, Tenant must first obtain the consent of Landlord thereto, which
      consent shall not be unreasonably withheld or delayed.  If
      Landlord reasonably concludes that the Alterations involve any
      construction, alterations or additions requiring unusual expense to
      readapt the Premises to warehouse or manufacturing use on the Term
      Expiration Date, Landlord shall notify Tenant in writing at the time of
      approval that such re-adaptation will be required to be made by Tenant
      prior to such Term Expiration Date without expense to
      Landlord.

            


    

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              If
      Tenant desires to make any structural or roof alteration, Tenant must
      first obtain the consent of Landlord thereto which may be withheld in
      Landlord’s sole discretion. If Landlord consents to alterations affecting
      such structural components or the roof, Landlord, at its option, shall be
      relieved of further maintenance, repair and replacement responsibility for
      the structural components or the roof, as applicable, affected by such
      alterations, and Tenant shall assume such responsibility, with respect to
      that portion of the structural components and/or roof (in its entirety),
      if any, to which such consent relates, except that Landlord agrees upon
      request of Tenant to have such alterations performed by Landlord or a
      contractor hired by Landlord, at Tenant’s expense, in which event Landlord
      shall not be relieved of any responsibility it may have to the component
      to be altered.  If Tenant desires to make any alterations to the
      exterior of the Building or the Lot, Tenant must first obtain the prior
      written consent of Landlord thereto, which may be withheld in Landlord’s
      sole discretion.

            


    

    


    
      	
               
      

            	
              Any
      and all alterations, other than any Alterations, shall be performed by
      GCCI at cost plus ten percent (10%) as defined in Article III above,
      unless Landlord elects not to so perform the same in which event such
      alterations shall be done by any contractor chosen by Tenant, provided any
      such contractor is reputable, bondable by reputable bonding companies,
      carries the kind of insurance and in the amounts set forth herein, and
      will work in harmony with Landlord’s contractors and laborers in the
      Building.  Notwithstanding the foregoing, no such bonding is
      required for interior, non-structural, non-roof, non-mechanical
      Alterations.

            


    

    


    
      	
               
      

            	
              Tenant
      in making any alterations, including Alterations if applicable, shall
      cause all work to be done in a good and workmanlike manner using materials
      substantially equal to or better than those used in the construction of
      the Premises and shall comply with or cause compliance with all laws and
      with any direction given by any public officer pursuant to
      law.  Tenant shall obtain or cause to be obtained and maintain
      in effect, as necessary, all building permits, licenses, temporary and
      permanent certificates of occupancy and other governmental approvals which
      may be required in connection with the making of the alterations,
      including the Alterations.  Landlord shall cooperate with Tenant
      in the obtaining thereof and shall execute any documents reasonably
      required in furtherance of such purpose, provided any such cooperation
      shall be without expense and/or liability to Landlord, unless Landlord
      elects to have GCCI perform the same in which event it agrees to comply
      with the foregoing provisions, and other provisions set forth herein
      applicable to Tenant’s contractor.

            


    

    


    
      	
               
      

            	
              At
      least annually if such Alterations or any other alterations hereunder have
      occurred during the past calendar year, Tenant shall furnish to Landlord
      as-built sepias and, if applicable, operating manuals, or, at Landlord’s
      option and only if Tenant’s computer system is compatible with that of
      Landlord’s, computer disk specifications compatible with Landlord’s
      computer system of the work done by Tenant during such past year and
      copies of all permits issued in connection
  therewith.

            


    

    


    
      	
               
      

            	
              Tenant
      shall have its contractor procure and maintain in effect during the term
      of such alterations, including Alterations, satisfactory insurance
      coverages with an insurance company or companies authorized to do business
      in the Commonwealth of Massachusetts, and shall, upon Landlord’s request,
      furnish Landlord with certificates
thereof;

            


    

    


    
      	
               
      

            	
              6.1.16

            	
              Holdover - To
      pay to Landlord two hundred percent (200%) the total of the Fixed and
      additional rent then applicable for each month or portion thereof Tenant
      shall retain possession of the Premises or any part thereof after the
      termination of this Lease, whether by lapse of time or otherwise, and also
      to pay all damages sustained by Landlord on account
      thereof.  Notwithstanding the foregoing, Landlord agrees that
      during an initial holdover not to exceed ninety (90) days, then only one
      hundred and fifty percent (150%) of the total Fixed Rent and additional
      rent shall be due and no damages.  At the option of Landlord,
      exercised by written notice given to Tenant while such holding over
      continues for more than ninety (90) days, such holding over shall
      constitute an extension of this Lease for a period of six months at a rate
      of one hundred and fifty percent (150%) of the total Rent.  The
      provisions of this subsection shall not operate as a waiver by Landlord of
      any right of re-entry provided in this
Lease;

            


    

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              6.1.17

            	
              Hazardous
      Materials - Tenant shall not (either with or without negligence)
      cause or permit the escape, disposal or release of any biologically or
      chemically active or other Hazardous Materials (as hereinafter defined)
      onto the Premises, the Lot or Park, except in accordance with the
      requirements of applicable laws and regulations.  Tenant shall
      not allow the storage or use of such substances or materials in any manner
      not permitted by law, nor allow to be brought into the Premises any such
      materials or substances except to use in the ordinary course of Tenant's
      business.  Upon Landlord’s written request, Tenant shall furnish
      to Landlord an inventory of the identity of such substances or materials
      used in the ordinary course of Tenant’s business. Without limitation,
      Hazardous Materials shall include those described in the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980, as
      amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and
      Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., the
      Massachusetts Hazardous Waste Management Act, as amended, M.G.L. c.21C,
      the Massachusetts Oil and Hazardous Material Release Prevention and
      Response Act, as amended, M.G.L. c.21E, any applicable local ordinance or
      bylaw, and the regulations adopted under these acts, as
      amended  (collectively, the "Hazardous Waste
      Laws").  If any lender or governmental agency shall ever require
      testing to ascertain whether or not there has been any release of
      Hazardous Materials, then the reasonable costs thereof shall be reimbursed
      by Tenant to Landlord upon demand as additional charges if and only if the
      following conditions are satisfied; (i) if such requirement applies to the
      Premises and (ii) if an independent, reputable third party engineer
      employed by Landlord or persons acting under Landlord conclusively
      determines that such release had been or is likely to have been solely and
      exclusively caused by Tenant or persons acting under Tenant.  If
      Tenant receives from any federal, state or local governmental agency any
      notice of violation or alleged violation of any Hazardous Waste Law, or if
      Tenant is obligated to give any notice under any Hazardous Waste Law,
      Tenant agrees to forward to Landlord a copy of any such notice within
      three (3) days of Tenant's receipt or transmittal thereof.  In
      addition, Tenant shall execute affidavits, representations and the like
      from time to time at Landlord's request concerning Tenant's best knowledge
      of belief regarding the presence of Hazardous Materials on the
      Premises.  In all events, Tenant shall indemnify Landlord in the
      manner provided in Section 6.1.7 of this Lease from any release of
      Hazardous Materials on the Premises, in the Building, on the Lot, or
      elsewhere in the Park to the extent caused by Tenant or persons acting
      under Tenant.  Landlord retains the right to inspect the
      Premises at all reasonable times, upon reasonable notice to Tenant, to
      ensure compliance with this paragraph.  The within covenants
      shall survive the expiration or earlier termination of the
      Term.

            


    

    
      	
               
      

            	 


    

    As used
herein, the term “Hazardous Materials” means any hazardous or toxic substance,
material or waste, or any pollutant or contaminant, or words of similar import,
which is or becomes regulated by any local governmental authority, the state in
which the Premises are located, or the United States Government.  The
term “Hazardous Materials” includes, but is not limited to, any material or
substance which is (i) designated as a “hazardous substance” pursuant to
section 311 of the Federal Water Pollution Control Act (33 U.S.C.
section 1317), (ii) defined as a “hazardous waste” pursuant to section 1004
of the Federal Resource Conservation and Recovery Act, 42 U.S.C. section
6901, et seq. (42 U.S.C. section 6903), (iii) defined as a “hazardous
substance” pursuant to section 101 of the Comprehensive Environmental
Response Compensation and Liability Act (42 U.S.C. section 9601,
et seq.), (iv) asbestos, (v) petroleum (including crude oil or
any fraction thereof, natural gas, natural gas liquids, liquefied natural gas,
or synthetic gas usable for fuel, or any mixture thereof), (vi) petroleum
products, (vii) polychlorinated biphenyls, (viii) urea formaldehyde,
(ix) radon gas, (x) radioactive matter, (xi) medical waste, and
(xii) chemicals which may cause cancer or reproductive
toxicity;

     

    
      	
               
      

            	
              6.1.18

            	
              Signs and
      Advertising - Except as hereinafter expressly provided, Tenant will
      not place or suffer to be placed or maintained on the exterior or roof of
      the Premises or Lot, or elsewhere in the Park, any sign, decoration,
      lettering or advertising matter or any other thing of any
      kind.  Tenant will, at its sole cost and expense, maintain such
      sign, decoration, lettering, advertising matter, or other thing as may be
      permitted hereunder in good condition and repair at all
    times.

            


    

    


    
      	
               
      

            	
              Tenant
      shall have the right, at its sole cost and expense, subject to applicable
      sign ordinances and to Landlord’s prior approval (which shall not be
      unreasonably withheld or delayed), to have installed a clean and
      professionally lettered panel, supplied by Tenant at Tenant’s expense,
      customary or appropriate in the conduct of Tenant’s business designating
      Tenant to such areas as reasonably approved by Landlord
  in

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
      


      
        	
                 
      

              	
                advance
      (collectively, the “Tenant’s Signage). Landlord shall be responsible for
      installing Tenant’s Signage, at Tenant’s expense. Landlord shall use
      commercially reasonable efforts to have  the sign of another
      tenant in the Building to be moved to the other side of the walkway and to
      allow Tenant to erect a sign at least similar in size to this sign, at
      Tenant’s cost and subject to the provisions hereof.  Landlord
      shall not allow any future tenant to place a sign on the Building or
      otherwise on the premises larger than the sign Tenant is allowed to place
      on the Premises, without Tenant’s prior consent, not to be unreasonably
      denied (except that in no instance shall such sign be larger than the sign
      allowed for Tenant except if presently in
  existence).

              


      

       

    

    Landlord
and Tenant hereby further acknowledge and agree that Landlord shall, if so
requested by Tenant, use reasonable efforts to obtain all necessary permits and
approvals in compliance with local codes and ordinances for Tenant’s Signage, at
Tenant’s sole cost and expense.  In no event shall Landlord be
required to obtain such necessary permits and approvals therefor as a condition
of Substantial Completion determined in accordance with said Section
3.2.  Tenant’s Signage rights hereunder shall be
non-exclusive.  Tenant shall reimburse Landlord for the actual
third-party reasonable costs and expenses incurred by Landlord in connection
with obtaining said permits and approvals, including reasonable attorneys’ fees
and disbursements.  Tenant agrees to cooperate with Landlord during
the permitting process by (i) promptly executing the necessary documentation
reasonably requested by Landlord, and (ii) by furnishing the same to Landlord
promptly upon Landlord’s request, but in no event later than seven (7) days
following Landlord’s request;

    


    
      	
               
      

            	
              6.1.19

            	
              Tenant’s
      Authority - Tenant has the power and authority to enter into this
      Lease and perform the obligations of Tenant hereunder.  This
      Lease and all other documents executed and delivered by Tenant in
      connection herewith constitute legal, valid, binding and enforceable
      obligations of Tenant; and

            


    

    


    
      	
               
      

            	
              6.1.20

            	
              Confidentiality
      - This Lease document is a confidential document by and between Landlord
      and Tenant and Tenant agrees that this Lease shall not be copied and
      distributed or circulated to any person(s) other than to such parties, and
      their respective mortgagees, successors or assigns, their legal counsel or
      their accountants or to any prospective sublessees and assignees or
      affiliates of Tenant, or to any prospective acquirers, investors, or
      lenders of Tenant, or to regulatory authorities, or to the directors,
      shareholders or officers of Tenant, or as required by law, without the
      prior written consent of Landlord.  All public announcements
      regarding this Lease prior to Tenant’s occupancy hereunder must be
      approved by Landlord and Tenant in
advance.

            


    

    


    


    ARTICLE
VII

    CASUALTY AND
TAKING

    


    7.1           CASUALTY AND
TAKING

    


    In case during the Term all or any
substantial part of the Premises, and/or the Building Parking Area, or any part
thereof, or both (i.e. in the case of a fire or casualty, requiring greater than
nine (9) months to rebuild in Landlord’s reasonable judgment; or in the case of
a condemnation or a taking, more than fifteen-five percent (15%) of the floor
area of the Premises or any material part of the means of access thereto or more
than fifteen percent (15%) of the Building Parking Area) are damaged by fire or
any other casualty or by action of public or other authority in consequence
thereof or are taken by eminent domain Landlord shall give prompt notice, (i.e.
within thirty (30) days of the date of casualty or notice of taking by eminent
domain) to Tenant (the “Landlord’s Notice”) and this Lease shall terminate
either at Landlord's or Tenant’s election, which may be made by notice given to
the other within thirty (30) days after the date of Landlord’s
Notice,  which termination shall be effective (i) in the event of a
casualty, not less than thirty (30) nor more than sixty (60) days after the date
of notice of such termination and (ii) in the event of eminent domain event, as
of the date on which such taking becomes effective and Tenant is deprived of the
use and enjoyment of the Premises, or part thereof, and/or the Expansion
Building Parking Area, or part thereof.  If in any such case the Lease
is not so terminated, Landlord shall proceed promptly and use due diligence to
put the Premises, or applicable part thereof, and/or the Building Parking Area,
or applicable part thereof, or in case of taking, what may remain thereof
(excluding any items installed by Tenant which Tenant may be permitted to remove
upon the expiration of the Term) into as near as possible to the condition and


     

    
      
        
        

      

      
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    character
thereof prior to such damage or taking, and in any event shall apply all
insurance proceeds or eminent domain awards received by it toward such work, for
use and occupation to the extent permitted by the net award of insurance plus
any deductibles and such amounts as Tenant may elect to make available for such
work as hereinafter provided, or the amount of the eminent domain award, and an
equitable proportion of the Fixed Rent and additional rent  according
to the nature and extent of the injury shall be abated until the Premises or
such remainder and the Building Parking Area shall have been put by Landlord in
such condition; and in case of a taking which permanently reduces the area of
the Premises, an equitable proportion of the Fixed Rent and additional rent
shall be abated for the remainder of the Term and, if necessary, an appropriate
adjustment shall be made to the Common Area Maintenance Costs and Tax Expense
and other additional rent payable hereunder.

    


    However, in the case of a casualty, if
such damage is not repaired and the Premises, or portion thereof, and/or
Building Parking Area or part thereof, are not restored to  the same
condition as they were prior to such damage within nine (9) months from the date
of the casualty, then Tenant, within thirty (30) days from the expiration of
such nine (9) month period or from the expiration of any extension thereof by
reason of any Tenant’s Delay (as defined in Section 3.2 hereof) and/or Force
Majeure (as defined in Section 3.5 hereof and subject to the provisions set
forth below) as hereinafter provided, may terminate this Lease by notice to
Landlord and Landlord’s mortgagee(s), given in accordance with Section 10.3
hereof, specifying a date not more than thirty (30) days after the giving of
such notice on which the Term of this Lease shall
terminate.  Notwithstanding such termination notice by Tenant, in the
event that Landlord repairs such damage and restores the Premises to as near as
possible the same condition as existed prior to such casualty during such
period, not to exceed thirty (30) days, as specified in Tenant’s notice, then
such notice of termination given by Tenant to Landlord hereunder shall be null
and void and of no further force or effect.  The period within which
the required repairs may be accomplished hereunder shall be extended by (a) the
number of days lost as a result of a Tenant’s Delay, as defined in and subject
to the provisions of Section 3.2, with such term, however, relating to
restoration or repair as referenced herein and not to the initial construction
of the Landlord’s Work, and (b) the number of days lost as a result of Force
Majeure, as defined in Section 3.5.

    


    If less than a substantial part of the
Premises or Lot, or portion thereof, and/or the Building Parking Area, or
portion thereof (i.e. in the case of a fire or casualty, requiring less than
nine (9) months to rebuild in Landlord’s reasonable judgment; or in the case of
a condemnation or taking fifteen percent (15%) or less of the floor area of the
Premises or any part of the means of access thereto or fifteen percent (15%) or
less of the Building Parking Area) are damaged by fire or any other casualty or
are taken by eminent domain, then Landlord shall give prompt notice (i.e. within
thirty (30) days after the date of such casualty or the notice of taking by
eminent domain) thereof to Tenant, which notice shall specify Landlord’s
estimation of the time period within which such repairs shall be completed, and
thereafter Landlord shall proceed promptly and with due diligence to the extent
permitted by the net award of insurance plus any deductible amounts and such
amount as Tenant may elect to make available for such work as hereinafter
provided, or the amount of the eminent domain award.  In the event
that Landlord fails to repair such damage and restore the Premises to
substantially the same condition prior to such fire and other casualty within
the time period as reasonably estimated by Landlord, but in no event greater
than such nine (9) month period from the date of such casualty or notice of
taking,  or any extension thereof permitted for delays lost due to any
Tenant’s Delay and/or Force Majeure (as hereinbefore provided), then Tenant may
terminate this Lease by written notice to Landlord and to Landlord’s
mortgagee(s), as provided in Section 10.3 hereof, specifying a date not more
than thirty (30) days after the giving of such notice on which the Term of this
Lease shall terminate.  Notwithstanding such termination notice by
Tenant, in the event that Landlord repairs such damage and restores the Premises
to substantially the same condition prior to such fire or other casualty during
such period, not to exceed thirty (30) days, as specified in Tenant’s notice,
then such notice of termination given by Tenant to Landlord hereunder shall be
null and void and of no further force and effect.  If less than a
substantial part of the Premises and/or the Building Parking Area shall be so
damaged, then Fixed Rent and additional rent and other sums due under this Lease
(whether paid directly by Tenant or reimbursable to Landlord) shall be equitably
abated until thirty (30) days after the Premises and/or the Building Parking
Area are so restored as set forth hereunder.

    


    Landlord’s architect’s certificate,
given in good faith, shall be deemed conclusive statements therein contained and
binding upon Tenant with respect to the performance and completion of any repair
or restoration work undertaken by Landlord pursuant to this Section, except in
the event of disagreement between Landlord and Tenant relating to this Section,
in which event the dispute resolution provisions of Section 3.6 shall
apply.

    


    Notwithstanding any language to the
contrary, Landlord may construct “Replacement Parking” pursuant to the
following:  If not more than fifteen percent (15%) of the Building
Parking Area shall be so damaged, taken, appropriated, or condemned as
aforesaid, then Landlord may elect to provide Replacement Parking and render
Tenant’s notice of termination 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    nugatory
(if applicable) by, within thirty (30) days following the effective date of such
destruction, taking, appropriation or condemnation, giving to Tenant notice in
writing that Landlord will, at Landlord's expense, construct replacement parking
spaces of the same quantity and quality and convenience as the parking spaces so
taken, appropriated or condemned (i.e., Landlord using best efforts to locate
the replacement parking spaces as close to the Expansion Building as
possible).  Any of such Replacement Parking shall be constructed by
Landlord within a reasonable time period following the effective date of such
destruction, taking, appropriation or condemnation, but in no event later than
ninety (90) days after the occurrence of such destruction, taking, appropriation
or condemnation, it being agreed by Landlord and Tenant that such time period
shall be extended to include weather-related delays as aforesaid, in which event
such Replacement Parking will be completed as reasonably possible thereafter,
Landlord agreeing to proceed promptly and with due diligence to complete
construction of any Replacement Parking.  Landlord and Tenant
acknowledge that if Landlord is prevented from performing the final paving for
said Replacement Parking on account of weather, such final paving may be
performed as soon thereafter as is feasible.  Such notice shall be
accompanied by (A) a site plan showing (i) the location of the Replacement
Parking spaces, and (B) an opinion from counsel for Landlord that such
Replacement Parking may be constructed as-of-right under then applicable zoning
and land use regulations.

    


     7.2           RESERVATION OF
AWARD

    


    Landlord reserves to itself any and all
rights to receive awards made for damages to the Premises or Lot and the
leasehold hereby created, or any one or more of them, accruing by reason of
exercise of eminent domain or by reason of anything lawfully done in pursuance
of public or other authority.  Tenant hereby releases and assigns to
Landlord all Tenant's rights to such awards, and covenants to deliver such
further assignments and assurances thereof as Landlord may from time to time
request.  It is agreed and understood, however, that Landlord does not
reserve to itself, and Tenant does not assign to Landlord, any damages payable
for (i) movable trade fixtures, other Tenant Improvements, installed by Tenant
or anybody claiming under Tenant, at its own expense, inventory losses, and
other tenant damages awarded in connection with any taking by eminent domain or
(ii) relocation expenses recoverable by Tenant from such authority in a separate
action.

    


    7.3           ADDITIONAL CASUALTY
PROVISIONS

    


    (a)           Landlord
shall not be required to repair or replace any of Tenant's business machinery,
equipment, cabinet work, furniture, personal property or other installations not
originally installed by Landlord.

    


    (b)           In
the event of any termination of this Lease pursuant to this Article VII, the
Term of this Lease shall expire as of the effective termination date as fully
and completely as if such date were the date herein originally scheduled as the
Term Expiration Date.  Tenant shall have access to the Premises at
Tenant's sole risk for a period of thirty (30) days after the date of
termination in order to remove Tenant's personal property except as prohibited
by any applicable governmental agency or official.

    


    (c)           Notwithstanding
any language to the contrary contained in this Article VII, if all or any
substantial part of the Premises and/or the Building Parking Area or any part
thereof (as hereinabove defined), shall be substantially damaged by fire or
other casualty or taken by eminent domain during the last two (2) years of the
Term of this Lease or the last two (2) years of the Extended Term, then either
Landlord or Tenant may terminate this Lease effective as of the date of such
fire or other casualty or taking upon notice to the other as aforesaid, except
that Tenant may render Landlord’s notice of termination null and void by
exercising early its option to extend the initial Term of this Lease for five
(5) additional years in accordance with Exhibit F.  In the event of
such early exercise, Landlord and Tenant agree to determine the Fixed Rent for
the Extended Term at least twelve (12) months prior to the commencement date of
the Extended Term in accordance with and in the manner set forth in said Exhibit
F.

    


    


    ARTICLE
VIII

    RIGHTS OF
MORTGAGEE

    


    8.1           PRIORITY OF
LEASE

    


    Landlord shall have the option to
subordinate this Lease to any future mortgagee or deed of trust of the Lot or
Premises, or both ("the mortgaged premises"), provided that the holder thereof
enters into a Subordination, Non-Disturbance and 

     

    
      
        
        

      

      
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    Attornment
Agreement (“SNDA”) substantially in the form attached hereto as Exhibit J (or
such other form as mutually acceptable to Landlord and Tenant and Landlord’s
mortgagee). Notwithstanding anything in the Lease to the contrary, as a
condition precedent to the future subordination of the Lease to a future ground
or underlying leases or to the lien of any mortgage, trust deed or other
encumbrance (a “Mortgage”), Landlord shall be required to provide Tenant with a
non-disturbance, subordination, and attornment agreement in favor of Tenant from
any lender, mortgagee or lienholder of any Mortgage (a “Mortgagee”) who comes
into existence after the date of this Lease.  Such non-disturbance,
subordination, and attornment agreement in favor of Tenant shall provide that,
so long as Tenant is paying the rent due under the Lease and is not otherwise in
default under the Lease beyond any applicable cure period, its right to
possession and the other terms of the Lease shall remain in full force and
effect.  Such non-disturbance, subordination, and attornment agreement
may include other commercially reasonable provisions in favor of the Mortgagee,
including, without limitation, additional time on behalf of the Mortgagee to
cure defaults of the Landlord and provide that (a) neither Mortgagee nor any
successor-in-interest shall be bound by (i) any payment of the Base Rent,
additional rent, or other sum due under the Lease for more than one (1) month in
advance or (ii) any amendment or modification of the Lease made (except those
made to document the exercise of an existing right granted to Tenant under the
Lease) without the express written consent of Mortgagee or any
successor-in-interest; (b) neither Mortgagee nor any successor-in-interest will
be liable for (i) any act or omission or warranties of any prior landlord
(including Landlord) except to the extent such act or omission is continuing
after Mortgagee obtains possession of the property and provided that Mortgagee
is capable of curing such act or omission, (ii) the breach of any warranties or
obligations relating to construction of improvements on the property or any
tenant finish work performed or to have been performed by any prior landlord
(including Landlord), or (iii) the return of any security deposit, except to the
extent such deposits have been received by Mortgagee; and (c) neither Mortgagee
nor any successor-in-interest shall be subject to any offsets or defenses which
Tenant might have against any prior landlord (including
Landlord).  Upon Tenant’s request, Landlord shall enter into a
Landlord’s  Consent and Waiver or similar agreement required by any
secured lender of Tenant or provider of leased or other financed capital
equipment provider or lender on such terms as are commercially
reasonable.

    


    8.2           LIMITATION ON MORTGAGEE'S
LIABILITY

    


    Upon entry and taking possession of the
mortgaged premises for any purpose other than foreclosure, the holder of a
mortgage shall have all rights of Landlord, and during the period of such
possession, the duty to perform all Landlord's obligations
hereunder.  Except during such period of possession, no such holder
shall be liable, either as mortgagee or as holder of a collateral assignment of
this Lease, to perform, or be liable in damages for failure to perform any of
the obligations of Landlord unless and until such holder shall enter and take
possession of the mortgaged premises for the purpose of foreclosing a
mortgage.  Upon entry for the purpose of foreclosing a mortgage, such
holder shall be liable to perform all of the obligations of Landlord accruing
after said entry, provided that a discontinuance of any foreclosure proceeding
shall terminate the liability of the holder as Landlord.

    


    8.3           MORTGAGEE'S
ELECTION

    


    Notwithstanding any other provision to
the contrary contained in this Lease, if prior to the Substantial Completion of
Landlord's obligations under Article III, any holder of a first mortgage on the
mortgaged premises enters and takes possession thereof for the purpose of
foreclosing the mortgage, such holder may elect, by written notice given to
Tenant and Landlord at any time within thirty (30) days after such entry and
taking of possession, not to perform Landlord's obligations under Article III,
and in such event such holder and all persons claiming under it shall be
relieved of all obligations to perform, and all liability for failure to
perform, said Landlord's obligations under Article III, and Tenant may terminate
this Lease and all its obligations hereunder by written notice to Landlord and
such holder given within thirty (30) days after the day on which such holder
shall have given its notice as aforesaid.

    


    8.4           NO PREPAYMENT OR
MODIFICATION, ETC.

    


    No Fixed Rent, additional rent, or any
other charge shall be paid more than thirty (30) days prior to the due dates
thereof, and payments made in violation of this provision shall (except to the
extent that such payments are actually received by a mortgagee in possession or
in the process of foreclosing its mortgage) be a nullity as against such
mortgagee.  No assignment of this Lease (excepting only in accordance
with the provisions of this Lease) and no agreement to make or accept any
surrender, termination or cancellation of this Lease (excepting only in
accordance with the provisions of this Lease) and no agreement to modify so as
to reduce the rent, change the Term, or otherwise materially change the rights
of Landlord under this Lease, or to relieve Tenant of any obligations or
liability under this Lease, shall be valid unless consented to in writing by
Landlord's mortgagees of which Tenant has received notice.

    


    
      
        
        

      

      
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    8.5           NO RELEASE OR
TERMINATION

    


    No act or failure to act on the part of
Landlord which would entitle Tenant under the terms of this Lease, or by law, to
be relieved of Tenant's obligations hereunder or to terminate this Lease, shall
result in a release or termination of such obligations or a termination of this
Lease unless (i) Tenant shall have first given thirty (30) days prior written
notice of Landlord's act or failure to act to Landlord's mortgagees of which
Landlord has provided written notice to Tenant, if any, specifying the act or
failure to act on the part of Landlord which could or would give basis to
Tenant's rights, and (ii) such mortgagees, after receipt of such notice, have
failed or refused to correct or cure the condition complained of within a
reasonable time thereafter, but nothing contained in this Section 8.5 shall be
deemed to impose any obligation on any such mortgagee to correct or cure any
such condition.  "Reasonable time" as used above means and includes a
reasonable time to obtain possession of the mortgaged premises, if the mortgagee
elects to do so, and a reasonable time to correct or cure the condition if such
condition is determined to exist, however, in no event shall such time extend
beyond ninety (90) days from the date Tenant provides notice to Landlord's
mortgagee(s) as aforesaid.

    


    8.6           CONTINUING
OFFER

    


    The covenants and agreements contained
in this Lease with respect to the rights, powers and benefits of a mortgagee
(particularly, without limitation thereby, the covenants and agreements
contained in this Article VIII) constitute a continuing offer to any person,
corporation or other entity, which by accepting or requiring an assignment of
this Lease or by entry or foreclosure assumes the obligations herein set forth
with respect to such mortgagee, and such mortgagee shall be entitled to enforce
such provisions in its own name.  Provided that such mortgagee agrees
in writing, pursuant to an agreement substantially in the form of Exhibit J
attached hereto, to assume the Landlord’s obligations hereunder, Tenant agrees
on request of Landlord to execute and deliver from time to time an agreement
substantially in the form of Exhibit J attached hereto which may reasonably be
deemed necessary to implement the provisions of this Article VIII.

    


    8.7           SUBMITTAL OF FINANCIAL
STATEMENT

    


    At any time, but not more than annually
during the Term of this Lease, within fifteen (15) days after request therefor
by Landlord or Landlord’ mortgagee(s), Tenant shall supply to Landlord and/or
any mortgagee of Landlord current financial statements, which such financial
statements shall at least include a balance sheet and income statement, or such
other financial information as may be reasonably required by any such party,
which information Landlord shall treat as confidential information and not
disclose to third parties, except to Landlord’s lenders and, if requested, by
any governmental agency..

    


    


    ARTICLE
IX

    DEFAULT

     

    9.1           EVENTS OF DEFAULT BY
TENANT

    


    It shall be an “Event of Default” under
this Lease, if (i) Tenant fails to pay Fixed Rent or additional rent for more
than seven (7) days, after notice thereof specifying such failure and that such
failure may be an Event of Default hereunder; (ii) Tenant fails to perform its
other non-monetary obligations hereunder for more than thirty (30) days after
notice thereof from Landlord, together with such additional time, if any, as is
reasonably required to cure the default if the default is of such a nature that
it cannot reasonably be cured in thirty (30) days; or (iii) if Tenant makes any
assignment for the benefit of creditors, or files a petition under any
bankruptcy or insolvency law; or (iv) if such a petition is filed against Tenant
and is not dismissed within one hundred and twenty (120) days; or (v) if a
receiver becomes entitled to Tenant's leasehold hereunder and it is not returned
to Tenant within ninety (90) days; or (vi) such leasehold is taken on execution
or other process of law in any action against Tenant; then, and in any such
cases, Landlord and the agents and servants of Landlord may, in addition to and
not in derogation of any remedies for any preceding breach of covenant,
immediately or at any time thereafter while such default continues and without
further notice  enter into and upon the Premises or any part thereof
in the name of the whole or mail a notice of termination 

     

     

    
      
        
        

      

      
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    addressed
to Tenant at the Premises and repossess the same as of Landlord's former estate
and expel Tenant and those claiming through or under Tenant and remove its and
their effects without being deemed guilty of any manner of trespass and without
prejudice to any remedies which might otherwise be used for arrears of rent or
prior breach of covenant, and upon such entry or mailing as aforesaid, this
Lease shall terminate, but Tenant shall remain liable as hereinafter
provided.  After the occurrence of an Event of Default as aforesaid,
Tenant hereby waives all statutory rights of redemption, if any to the extent
such rights may be lawfully waived, and Landlord, without notice to Tenant, may
store Tenant's effects and those of any person claiming through or under Tenant
at the expense and risk of Tenant and, if Landlord so elects, may sell such
effects at public auction or private sale and apply the net proceeds to the
payment of all sums due to Landlord from Tenant, if any, and pay over the
balance, if any, to Tenant.

    


    9.2           TENANT'S OBLIGATIONS AFTER
TERMINATION

    


    In the
event that this Lease is terminated under any of the provisions contained in
Section 9.1 or shall be otherwise terminated for breach of any obligation of
Tenant, Tenant covenants as follows:


     

    (a)  to
pay forthwith to Landlord, as compensation, a lump sum equal to the present
value of the total rent reserved for the residue of the Term, discounted to the
non- collable U.S. Treasury Bond rate nearest maturity to the Term Expiration
Date less the Fair Market Rent for the Premises at the time of such default as
determined pursuant to Exhibit P hereof.  In calculating the rent
reserved, there shall be included, in addition to the Fixed Rent and all
additional rent, the value of all other consideration agreed to be paid or
performed by Tenant for said residue, less the net proceeds of any rents
obtained by Landlord in reletting the Premises as provided in (b)(ii) below;
and

    


    (b) And, to
the extent not received in (a) above (including Landlord’s inability to lease
the Premises after using reasonable efforts to do so, as hereinafter provided,
and Landlord is therefore unable to collect rental proceeds for the Premises) or
to the extent Landlord elects, in its sole discretion, to proceed under this
subparagraph (b) rather than subparagraph (a), as an additional and cumulative
obligation, to pay punctually to Landlord all of the sums and perform all of the
obligations which Tenant covenants in this Lease to pay and to perform in the
same manner and to the same extent and at the same time as if this Lease had not
been terminated.  In calculating the amounts to be paid by Tenant
under this subclause (b), Tenant shall be credited with: (i) any amount paid to
Landlord as compensation as provided in subclause (a) of this Section 9.2 (if
Landlord elects to proceed pursuant to subclause (a)); and (ii) the net proceeds
of any rents obtained by Landlord by reletting the Premises, after deducting all
of Landlord’s reasonable expenses in connection with such reletting, which shall
consist of all repossession costs, brokerage commissions, fees for legal
services, and any other expenses to repair the Premises to the condition which
Tenant is obligated to maintain the Premises.

    


     

    Landlord
agrees to use commercially reasonable efforts to relet the Premises following
termination provided, however, that Landlord: (x) may relet the Premises or
any part or parts thereof for a term or terms which may, at Landlord’s option,
be equal to or less than or exceed the period which would otherwise have
constituted the balance of the Term, and may grant such concessions and free
rent as Landlord in its reasonable judgment considers advisable or necessary to
relet same; (y) may
make such alterations, repairs and decorations in the Premises as Landlord, in
its reasonable judgment, considers advisable or necessary to relet the same, and
(z) Landlord shall have no duty to relet the Premises to a prospective tenant
who is also interested in leasing other space that Landlord (or its
affiliate(s)) then has available in the Park, except that Landlord shall advise
a prospective tenant of the availability of the Premises for rent where
reasonable to do so.

     

    So long
as at least twelve (12) months of the Term remain unexpired at the time of such
termination, in lieu of any other damages of indemnity and in lieu of full
recovery by Landlord of all sums payable under all the foregoing provisions of
this Section 9.2, Landlord may, by written notice to Tenant, at any time after
this Lease is terminated under any of the provisions contained in Section 9.1,
or is otherwise terminated for breach of any obligation of Tenant and before
such full recovery, elect to recover, and Tenant shall thereupon pay, as
liquidated damages, an amount equal to the aggregate of the Fixed Rent and
additional rent accrued under Article IV in the twelve (12) months ended next
prior to such termination (or if 

     

    
      
        
        

      

      
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    the Term
has not yet commenced, the Fixed Rent and additional rent that would be due for
said time period) plus the amount of Fixed Rent and additional rent of any kind
accrued and unpaid at the time of termination and less the amount of any
recovery by Landlord under the foregoing provisions of this Section 9.2 up to
the time of payment of such liquidated damages.

     

    Nothing contained in this Lease shall,
however, limit or prejudice the right of Landlord to prove and obtain in
proceedings for bankruptcy or insolvency by reason of the termination of this
Lease, an amount equal to the maximum allowed by any statute or rule of law in
effect at the time when, and governing the proceedings in which, the damages are
to be proved, whether or not the amount be greater, equal to, or less than the
amount of the loss or damages referred to above.

    


    ARTICLE
X

    MISCELLANEOUS

     

    10.1          TITLES

    


    The titles of the Articles are for
convenience and are not to be considered in construing this Lease.

    


    10.2          NOTICE OF
LEASE

    


    Concurrently with the executing of this
Lease, Landlord and Tenant have executed and recorded a notice of lease in the
form attached hereto as Exhibit N.  If this Lease is terminated before
the Term expires the parties will execute an instrument in such form
acknowledging the date of termination.

    


    10.3          NOTICES FROM ONE PARTY TO
THE OTHER

    


    No notice, approval, consent requested
or election required or permitted to be given or made pursuant to this Lease
shall be effective unless the same is in writing.  Communications
shall be addressed, if to Landlord, at Landlord's Address with a copy to Gloria
M. Gutierrez, Esq., The Gutierrez Company, One Wall Street, Burlington,
Massachusetts 01803, or at such other address as may have been specified by
prior notice to Tenant and, if to Tenant, at Tenant's Address with a copy to
Neil H. Aronson, Esq., Mintz Levin, One Financial Center, Boston, Massachusetts
02111, or at such other place as may have been specified by prior notice to
Landlord.  Any communication so addressed shall be deemed duly served
if actually received or delivery is refused at the foregoing addresses mailed by
registered or certified mail, return receipt requested, delivered by hand, or by
overnight express service by a carrier providing a receipt of
delivery.

    


    10.4          BIND AND
INURE

    


    The obligations of this Lease shall run
with the land, and this Lease shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors and assigns, except
that the Landlord named herein and each successive owner of the Premises shall
be liable only for the obligations accruing during the period of its ownership,
said liability terminating as to future liability upon termination of such
ownership and passing to the successor in ownership.  Neither the
Landlord named herein nor any successive owner of the Premises whether an
individual, trust, a corporation or otherwise shall have any personal liability
beyond their equity interest in the Premises.

    


    10.5          NO
SURRENDER

    


    The delivery of keys to any employees
of Landlord or to Landlord's agent or any employee thereof shall not operate as
a termination of this Lease or a surrender of the Premises.

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    10.6          NO WAIVER,
ETC.

    


    The failure of Landlord or of Tenant to
seek redress for violation of, or to insist upon the strict performance of any
covenant or condition of this Lease or, with respect to such failure of
Landlord, any of the Rules and Regulations or Park Covenants referred to in
Section 6.1.4, whether heretofore or hereafter adopted by Landlord, shall not be
deemed a waiver of such violation nor prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation, nor shall the failure of Landlord to enforce any of said
Rules and Regulations or Park Covenants against any other tenant in the Park be
deemed a waiver of any such Rules or Regulations or Park Covenants, as
applicable.  The receipt by Landlord of Fixed Rent or additional rent
with knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach by Landlord, unless such waiver is in writing signed by
Landlord.  No consent or waiver, express or implied, by Landlord or
Tenant to or of any breach of any agreement or duty shall be construed as a
waiver or consent to or of any other breach of the same agreement or duty in a
previous or subsequent instance, or any other agreement or duty.

    


    10.7          NO ACCORD AND
SATISFACTION

    


    No acceptance by Landlord of a lesser
sum than the Fixed Rent and additional rent then due shall be deemed to be other
than on account of the earliest installment of such rent due, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent be deemed as accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such installment or pursue any other remedy in this Lease
provided.

    


    10.8          CUMULATIVE
REMEDIES

    


    The specific remedies to which Landlord
may resort under the terms of this Lease are cumulative and are not intended to
be exclusive of any other remedies or means of redress to which it may be
lawfully entitled in case of any breach or threatened breach by Tenant of any
provisions of this Lease.  In addition to the other remedies provided
in this Lease, Landlord shall be entitled to the restraint by injunction of the
violation or attempted or threatened violation of any of the covenants,
conditions or provisions of this Lease or to a decree compelling specific
performance of any such covenants, conditions or provisions.

    


    10.9          PARTIAL
INVALIDITY

    


    If any term of this Lease, or the
application thereof to any person or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such term to persons or circumstances other than those as to which it is invalid
or unenforceable, shall not be affected thereby, and each term of this Lease
shall be valid and enforceable to the fullest extent permitted by
law.

    


    10.10        LANDLORD'S RIGHT TO
CURE

    


    If Tenant shall at any time fail to
perform its obligation in accordance with the provisions of this Lease and
Tenant does not commence the cure of such failure within thirty (30) days of
notice thereof, and thereafter diligently prosecute such cure to completion
(except in the event of emergency whereupon Landlord may immediately take
action), then Landlord shall have the right, but shall not be obligated, to
enter upon the Premises and to perform such obligation, notwithstanding the fact
that no specific provision for such substituted performance by Landlord is made
in this Lease with respect to such default.  In performing such
obligation, Landlord may make any payment of money or perform any other
act.  All sums so paid by Landlord (together with interest at the rate
set forth in Section 4.3 herein), and all necessary incidental reasonable third
party costs and expenses in connection with the performance of any such acts by
Landlord, shall be deemed to be additional rent under this Lease and shall be
payable to Landlord immediately on demand.  Landlord may exercise the
foregoing rights without waiving any other of its rights or releasing Tenant
from any of its obligations under this Lease.

    


    10.11        ESTOPPEL
CERTIFICATE

    


    Tenant agrees on the Commencement Date,
and from time to time thereafter, upon not less than thirty (30) days' prior
written request by Landlord, to execute, acknowledge and deliver to Landlord a
statement in writing substantially in the form attached hereto as Exhibit G,
certifying if true (and where not true, indicating where not true), as
follows:  that this Lease is unmodified and in full force and effect;
that except as set forth in this Lease, Tenant has no defenses, offsets or
counterclaims against its obligations to pay the Fixed Rent and additional rent
and to perform its other covenants under this Lease; that there are


     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    no
uncured defaults of Landlord or Tenant under this Lease (or, if there are any
defenses, offsets, counterclaims, or defaults, setting them forth in reasonable
detail); and the dates to which the Fixed Rent, additional rent and other
charges have been paid.  Any such statements delivered pursuant to
this Section 10.11 may be relied upon by any prospective purchaser or mortgagee
or any prospective assignee of any such mortgagee.

    


    10.12        WAIVER OF
SUBROGATION

    


    Landlord and Tenant mutually agree,
with respect to any hazard which is covered by casualty or property insurance
then being carried by them, or required to be carried hereunder (whether or not
such insurance is then in effect) to release each other from any and all claims
with respect to such loss to the maximum extent allowed by their respective
insurance companies; and they further mutually agree that their respective
insurance companies shall have no right of subrogation against the other on
account thereof.  If extra premium is payable by either party as a
result of this provision, the other party shall reimburse the party paying such
premium the amount of such extra premium. 

    


    10.13        BROKERAGE

    


    Tenant represents and warrants to
Landlord, and Landlord represents and warrants to Tenant, that it has dealt with
no broker, other than the Real Estate Broker listed in Section 1.1, in
connection with this transaction and agrees to defend, indemnify and save the
other party harmless from and against any and all claims for a commission
arising out of this Lease made by anyone, other than the Real Estate Broker
listed in Section 1.1.  Landlord shall be responsible for, and agrees
to hold Tenant harmless with respect to, all fees and commissions payable to
such Real Estate Broker specified in Section 1.1.

    


    10.14        PARKING

    


    Tenant’s occupancy of the Premises
shall include the use of parking spaces on the Lot (3.5 cars per 1,000/RSF),
which such spaces are not exclusively designated and shall be used in common
with all tenants of the Building and shall be referred to in this Lease as the
“Building Parking Area” as shown on the plans attached hereto and made a part of
Exhibit A.  Landlord shall not establish any exclusive parking spaces
in the Building Parking Area (except for handicapped spaces required by
law).

    


    10.15        EXTERNAL
STORAGE

    


    Subject to the provisions hereinafter
provided, Tenant shall have the right, at no additional charge, to place a
nitrogen storage tank adjacent to the Building on the Lot and to connect the
same via the necessary piping and to place a split chiller system on the Lot or
roof of the Building, at Tenant’s sole cost and expense.  Subject to
all applicable law, matters of title and the consent of Landlord and the first
floor tenant, not to be unreasonably withheld, conditioned or delayed, Tenant
has the right to install the same.  The size and location of the
installation shall not be unreasonably withheld or delayed by
Landlord.  Further, in connection with the chiller system, Landlord
shall review the installation so as to confirm structural loading and size and
the resulting impact on the roof.  All installations shall be in
accordance with sound construction practices, and in accordance with applicable
law, and in a good and workmanlike manner, and shall not materially interfere
with other tenants of the Building or Park or decrease the number of parking
spaces on the Lot.  The cost of any environmental review of the
proposed equipment shall be at Tenant’s expense.  Tenant shall
indemnify, defend and hold Landlord harmless from and against any and all
liability or loss arising (except as a result of the negligence or willful
misconduct of Landlord, its agents, employees or contractors) from or out of the
installation, use or removal of such equipment.  Upon expiration of
the Term, Tenant shall be responsible for the removal of the tank and for
repairing any damage caused therefrom.  In connection therewith,
Landlord agrees, as part of the Landlord’s Work, to permit and install the
concrete pads for the nitrogen tank, as set forth in the specifications attached
hereto as Exhibit B (up to an allowance of $15,000, which has been included in
the budget for the Landlord’s Work).  This Section shall survive the
expiration or earlier termination of this Lease.

    


    10.16        ACCESS

    


    Subject
to the terms and provisions of this Lease and all laws applicable to the
Premises, Tenant shall have twenty-four (24) hours, seven (7) days per week,
fifty-two (52) weeks per year, access to the Premises (including the Building
Parking Area).

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    10.17        ENTIRE
AGREEMENT

    


    This
instrument contains the entire and only agreement between the parties as to the
Premises, and no oral statements or representations or prior written matter not
contained in this instrument shall have any force or effect.  This
Lease shall not be modified in any way except by a writing subscribed by both
parties.

    


    10.18        GOVERNING
LAW

    


    This Lease shall be governed by and
construed and enforced in accordance with the laws and the Courts of the
Commonwealth of Massachusetts.

    


    10.19       ADDITIONAL
REPRESENTATIONS

    


    Landlord represents and warrants to
Tenant, as of the date of execution of this Lease and upon Substantial
Completion if so provided below, as follows:

    


    
      	
               
      

            	
              (a)

            	
              that
      Landlord has the right and authority to enter into this Lease and grant
      Tenant possession of the Premises and other rights set forth
      herein;

            


    

    


    
      	
               
      

            	
              (b)

            	
              that
      Landlord is the fee simple owner of the
Lot;

            


    

    


    
      	
               
      

            	
              (c)

            	
              that
      the Building, the Building Parking Area and the Lot will, at Landlord’s
      sole cost and expense, upon Substantial Completion and issuance of all
      necessary permits and approvals required to be obtained from any and all
      necessary governmental agencies prior to occupancy of the Premises by
      Tenant, including without limitation, a certificate of occupancy from the
      Town of Billerica, which allows Tenant to use and occupy the Building as
      herein provided, comply with all dimensional, use, parking, loading and
      other zoning requirements of the Town of Billerica, and all applicable
      building codes and governmental requirements, including without limitation
      the Americans with Disabilities Act
(ADA);

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      life safety systems serving the Building (including all bathrooms) will,
      at Landlord’s sole cost and expense, upon Substantial Completion and
      issuance of all necessary permits and approvals required to be obtained
      from any and all necessary governmental agencies prior to occupancy of the
      Premises by Tenant, including without limitation, a certificate of
      occupancy from the Town of Billerica, which allows Tenant to use and
      occupy the Building as herein provided, comply with all applicable
      building codes and governmental requirements;
  and

            


    

    


    
      	
               
      

            	
               (e)

            	
              Landlord
      shall, at Landlord’s cost, upgrade the existing bathrooms located within
      the Premises.  Said upgrade shall include replacing the floor
      tiles, refinishing non-tiled walls with polymix, replacement of vanities
      and refinishing of damaged or chipped toilet
  partitions.

            


    

    


    10.20       COVENANTS
INDEPENDENT

    


    Each provision hereof constitutes an
independent covenant, enforceable separately from each other covenant
hereof.  To the extent any provision hereof or any application of any
provision hereof may be declared unenforceable, such provision or application
shall not affect any other provision hereof or other application of such
provision.  Tenant acknowledges and agrees that Tenant’s obligation to
pay Fixed Rent and additional rent is independent of any and all obligations of
Landlord hereunder, with the result that Tenant’s sole remedy for any alleged
breach by Landlord of its obligation hereunder shall be to commence a judicial
proceeding against Landlord seeking specific performance and/or damages, and not
to deduct or set off Fixed Rent or additional rent or terminate this
Lease.

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    ARTICLE
11

    SECURITY

     

         Security
in the amount of Three Hundred Thirteen Thousand Six Hundred Seventy-Six and
30/100 ($313,676.30) Dollars shall be delivered by Tenant to Landlord as
follows:  (a) fifty (50%) percent within five (5) business days of the
execution hereof by all parties, and (b) fifty (50%) percent upon receipt of
Landlord’s notice that the Premises are ready for occupancy pursuant to Section
3.2 hereof; provided, however, that Tenant agrees to provide the balance of the
Security Deposit hereunder prior to taking physical occupancy of the Premises
(the “Security”).  Such Security shall be, at Tenant’s option, in the
form of (i) cash, or (ii) in substantially the form of the sample Letter of
Credit attached hereto as Exhibit H, and shall (a) name the Landlord as its
beneficiary, (b) expire not less than one (1) year after the issuance thereof,
and (c) be drawn on an FDIC-insured financial institution reasonably
satisfactory to Landlord.  If the initial term of the Letter of Credit
will expire, Tenant shall from time to time, as necessary, renew or replace or
amend the original and any subsequent Letter of Credit no fewer than twenty-five
banking (25) days prior to the expiry date of the Letter of Credit then held by
Landlord, and if Tenant fails to renew or replace or amend said Letter of Credit
by not later than twenty-five (25) banking days prior to expiry date, Landlord
may draw upon such Letter of Credit and hold the proceeds thereof in an account
as Security, without interest until Tenant provides to Landlord a replacement
letter of credit complying with the requirements for the original Letter of
Credit as set forth above.

     

         Landlord
may, from time to time, without prejudice to any other remedy, use all or a
portion of the Security to cure any continuing Event of Default, including any
uncured default in connection with any arrearages of Rent, costs incurred by
Landlord to repair damage to the Premises caused by Tenant, and any costs
incurred by Landlord to repair (other than normal wear and tear or damage caused
by Landlord, its agents or employees) the Premises upon termination of this
Lease.  Following any such application of the Security, Tenant shall,
within five (5) business days after receipt of written demand, restore the cash
security or letter of credit to its full amount, as
applicable.  Tenant shall not have the right to call upon Landlord to
apply all or any part of the Security to cure any continuing Event of Default,
but such use shall be solely in the discretion of Landlord.  If there
is no continuing Event of Default, at the termination of this Lease, after
Tenant surrenders the Premises to Landlord in accordance with this Lease and all
amounts then due Landlord from Tenant are finally determined and paid by Tenant
or through application of the Security, the balance of the Security, either cash
or the Letter of Credit, as applicable, shall be returned to Tenant and in any
event, within 30 days of expiration of the Term of this Lease and surrender of
the Premises.  If Landlord transfers its interest in the Premises
during the Term, Landlord shall assign the Security to the transferee, Landlord
shall notify Tenant of the assignment and thereafter have no further liability
for the return of the Security.  If the Security is in the form of a
Letter of Credit, Landlord shall have no further liability for the return of
such Letter of Credit once the assignee has assumed Landlord’s obligations with
respect to the return of the Letter of Credit and Landlord has notified Tenant
of the assignment. Upon any such delivery, Tenant hereby releases Landlord
herein named of any and all liability with respect to the Letter of Credit, its
application and return, and Tenant agrees to look solely to such grantee or
transferee.  It is further understood that this provision shall also
apply to subsequent grantees or transferees.  Upon request by Tenant,
Landlord shall provide Tenant with a copy of the assignment and assumption or
other written documentation that was entered into to effectuate the transfer of
the Letter of Credit.  Landlord shall not be required to segregate the
Security from its other accounts or to pay interest thereon, as
aforesaid.

     

         In
the event the Lease is assigned by Tenant, Tenant’s assignee may provide a
replacement Letter of Credit and the original Letter of Credit held by Landlord
shall be returned to Tenant, provided that such Letter of Credit shall remain
subject to all of the terms and conditions of this Article
11.  Landlord shall deliver the original prior Letter of Credit to the
prior tenant simultaneously upon the delivery of the replacement letter of
credit by Tenant’s assignee or as soon as possible thereafter.

     

    Notwithstanding anything herein to the
contrary, commencing on the anniversary of the Term Commencement Date, and on
each successive anniversary of the Term Commencement Date (each, a “Reduction
Date”), if not automatically reducing, Landlord shall return the letter of
credit to Tenant (without any drawing thereon), provided that Tenant has
delivered a replacement (or amended) letter of credit, in an amount reduced by
twenty (20%) percent from the amount of the original letter of credit on each
Reduction Date, which replacement (or amended) letter of credit shall comply
with the foregoing requirements, and after the reduction of the Security Deposit
to twenty (20%) percent of the original balance, or Sixty-Two Thousand Seven
Hundred Thirty-Five and 26/100 ($62,735.26) Dollars, Tenant shall not receive
another reduction in the Security Deposit hereunder; provided, however, in the
event that prior to any reduction of the Security Deposit hereunder, if on any
Reduction Date, Tenant is unable to demonstrate a threshold of at least Seven
Million Five Hundred 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    Thousand
($7,500,000.00) Dollars in cash on hand plus marketable securities (measured by
financial statements as of the end of the most recent fiscal quarter preceding
the relevant Reduction Date (the “Minimum Cash Threshold”) certified by Tenant’s
chief financial officer and furnished to Landlord annually pursuant to Section
8.7 hereof) or otherwise as requested by Landlord, then Tenant shall not be
permitted to reduce the Security Deposit for that applicable year.  In
no event shall the Security Deposit reduce more than twenty (20%) percent in any
one year or ever be less than said Sixty-Two Thousand Seven Hundred Thirty-Five
and 26/100 ($62,735.26) Dollars, except that if the Tenant has completed an
initial public offering raising gross proceeds of at least $25,000,000 (the
“Qualifying IPO”) and, if the Tenant had not previously met the Minimum Cash
Threshold in a prior fiscal year but meets the Minimum Cash Threshold after the
Qualifying IPO, then the Security Deposit will be further reduced by Sixty-Two
Thousand Seven Hundred Thirty-Five and 26/100 ($62,735.26) Dollars for each year
that the Minimum Cash Threshold had not been met, but in no event shall the
Security Deposit be less than twenty (20%) percent of the original balance, or
Sixty-Two Thousand Seven Hundred Thirty-Five and 26/100 ($62,735.26) Dollars
under any circumstances.  Further, in no event shall any reduction
occur in the event that Tenant is then in default beyond all applicable notice
and cure periods hereunder.

     

    IN
WITNESS WHEREOF, the parties hereto have duly executed this Lease as of this
31st day
of August, 2007.

    
 

    
      	
               
      

            	
              LANDLORD:

            


    

    


    
      	
               
      

            	
              MIDDLESEX
      TECHNOLOGY CENTER

            


    

    
      	
               
      

            	
              ASSOCIATES
      III TRUST

            


    

     

    


    
      
        	
              	
                      
                  By:/s/ John A.
      Cataldo              

                

              


      

    

    
      	
               
      

            	
              John
      A. Cataldo, as Trustee of

            


    

    
      	
               
      

            	
              said
      Trust, on behalf of himself and

            


    

    
      	
               
      

            	
              his
      co-Trustee, and not individually,

            


    

    
      	
               
      

            	
              hereunto
      duly authorized by all of the

            


    

    
      	
               
      

            	
              beneficiaries
      of said Trust

            


    

    


    


    


    
      	
               
      

            	
              TENANT:

            


    

    


    
      	
               
      

            	
              NEXX
      SYSTEMS, INC.

            


    

    
      	
               
      

            	
              a
      Delaware corporation

            


    

    


    


    
      	
               
      

            	
              By:/s/ Phillip
      Villari                  
      

            


    

    


    
      	
               
      

            	
              Name: Phillip
      Villari                  
      

            


    

    


    
      	
               
      

            	
              Title: VP,
      Operations

            


    

    
      	
               
      

            	
              Hereunto
      Duly Authorized

            


    

    


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
A

       

    

    Plans Showing Tenant’s
Space, the Lot

    (including the Building
Parking Area) and the Park

     

     

     

     

     

     

     

     

     

    
 

     (SEE
ATTACHED)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
B

    


    Outline
Specifications

    NEXX
Systems

    TMTC#6

    Scope
of Work

    


    


    
      Site:

    

    
      
        	
              	
                1. 

              	
                New
      loading dock door to be 10’x10’ in
size.

              


      

    

    


    
      	
            	
              2. 

            	
              New
      concrete pad for nitrogen tank with fence. ($15,000
    allowance)

            


    

    


    Demolition:

    


    
      	
               
      

            	
              1.

            	
              Existing
      drywall partitions, doors, frames and hardware where required in order to
      construct new ceiling high and deck high partitions as shown on Exhibit
      A-1 drawing dated 10/16/06.

            


    

    


    
      	
               
      

            	
              2.

            	
              Remove
      all existing carpet and VCT
flooring.

            


    

    


    
      	
               
      

            	
              3.

            	
              Remove
      existing acoustical ceiling grid and tile in the following areas; loading
      dock, manufacturing, and clean
room.

            


    

    


    
      	
               
      

            	
              4.

            	
              Remove
      all existing 2x4 fluorescent light fixtures in areas noted
      above.

            


    

    


    Drywall
Partitions:

    


    
      	
               
      

            	
              1.

            	
              Construct
      all ceiling high drywall partitions in office area to match existing per
      office layout shown on Exhibit A-1 drawing dated
  10/16/06.

            


    

    


    
      
        	
              	
                2. 

              	
                Construct
      all deck high drywall partitions as shown on Exhibit A-1 drawing dated
      10/16/06; in manufacturing areas.  Partitions to be constructed
      with 3
      5/8" metal stud 16" on center with 5/8" sheetrock on both
      sides.

              


      

    

    


    
      	
            	
              3. 

            	
              Plywood
      to be installed on interior face of equipment chase wall. (8’-0”
      high)

            


    

    


    Doors:

    


    
      	
              1.          
        

            	
              All
      existing doors and frames are to remain or
  relocated.

            


    

    


    
      	
              2.          
        

            	
              Furnish
      and install new wood doors with hollow metal K.D. drywall frames to
      include building standard hardware to match existing doors and hardware
      finish.  (all new doors if required to have passage
      sets)

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              

                Nexx
      Systems

              

            	
               

            	 	
              Page
      2

            


    

    TMTC
#6

    


     

    Cabinets:

    


    
      	
               
      

            	
              1.

            	
              Kitchen
      to receive new building standard upper and lower cabinets with plastic
      laminate counter top.  (12 linear feet) with new stainless steel
      sink and faucet and new dishwasher.

            


    

     

    
      Ceilings:

    

    


    
      	
               
      

            	
              1.

            	
              Manufacturing
      and loading dock area to be left open to the deck
  above.

            


    

    


    
      	
               
      

            	
              2.

            	
              Office
      area and labs to have new 2x2 mineral fissure acoustical tiles and grid
      system.

            


    

    


    HVAC:

    


    
      	
               
      

            	
              1.

            	
              Existing
      HVAC system shall remain and be modified as shown
  on

            


    

    Exhibit A-1 drawing dated
10/16/07.

    


    
      	
               
      

            	
              2.

            	
              Landlord
      will replace the existing rooftop units with new units of comparable
      size.

            


    

    


    
      	
            	
              3. 

            	
              I.T.
      Room to utilize existing split A/C unit; unit to be in good working
      order.

            


    

    


    Electrical:

    


    
      	
               
      

            	
              1.

            	
              Existing
      fire alarm and life safety systems to be revised per new tenant layout
      shown on drawing Exhibit A-1 dated 10/16/06 and in accordance with
      building code and fire
requirements.

            


    

    


    
      	
               
      

            	
              2.

            	
              Office
      area and labs to receive new 2x4 parabolic fluorescent light
      fixtures.

            


    

    


    
      	
               
      

            	
              3.

            	
              Power
      to be provided per standard office requirements in all new constructed
      areas.  All special power requirements will be at tenants
      cost.

            


    

    


    
      
        	
              	
                4. 

              	
                High
      bay areas to receive standard fluorescent strip
  fixtures.

              


      

    

    


    
      	
            	
              5. 

            	
              Special
      power drops and distribution for tenants manufacturing area isincluded.  ($30,000.00)
      allowance.

            


    

    


    
      	
            	
              6. 

            	
              Power
      drops to cubicles is provided per
plan.

            


    

    


    
      	
            	
              7. 

            	
              Dedicated
      electrical circuits to be provided in kitchen for microwave
      ovens.

            


    

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              

                Nexx
      Systems

              

            	
               

            	 	
              Page
      3

            


    

    TMTC
#6

    


    


    Restrooms:

    


    
      	
               
      

            	
              1.

            	
              Men’s
      and Ladies room to receive new tile floor, new VWC and new countertops and
      fixtures at sink area at Landlords
expense.

            


    

    


    Paint:

    


    
      	
               
      

            	
              1.

            	
              All
      walls to get 2-coats of building standard egg shell latex paint. (Color to
      be selected by Tenant.)

            


    

    


    
      	
               
      

            	
              2.

            	
              All
      new doors to receive a clear varnish
finish.

            


    

    


    
      	
              3.           
       

            	
              All
      frames to receive 2-coats of oil base semi gloss
  paint.

            


    

    


    
      	
              4.           
       

            	
              Open
      ceiling areas shall be painted
white.

            


    

    


    
      	
              5.           
       

            	
              Existing
      VWC to be replaced with building standard
VWC.

            


    

    


    Flooring:

    


    
      	
               
      

            	
              1.

            	
              All
      carpet areas to receive new direct glue down carpet at a cost of $22.50
      per yd. installed. (Color to be selected by
  Tenant.)

            


    

    


    
      	
               
      

            	
              2.

            	
              VCT
      flooring shall be provided in the manufacturing clean room and three labs
      to be manufactured by Armstrong Excelon
Series.

            


    

    


    
      	
               
      

            	
              3.

            	
              Vinyl
      base shall be provide in the carpet area and VCT
  areas.

            


    

    


    Exclusions:

    


    
      	
               
      

            	
              1.

            	
              All
      specialty systems (e.g. clean room, chillers and associated systems,
      nitrogen systems, specialty exhaust systems, sprinkler systems beyond
      existing)

            


    

     

    
      	
               
      

            	
              2.

            	
              All
      system requirements associated with clean rooms and associated
      areas.

            


    

    


    
      	
               
      

            	
              3.

            	
              Power
      wiring for any special equipment or outlets other than those specified in
      these Outline Specifications.

            


    

    


    
      	
               
      

            	
              4.

            	
              Special
      floor finishes, other than those previously
  mentioned.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              

                Nexx
      Systems

              

            	
               

            	 	
              Page
      4

            


    

    TMTC
#6

    


     

    Exclusions
(Cont.)

    


    


    5.        
   Special wall finishes, other than those previously
mentioned.

    


    6.         
  Furniture, furnishings, etc.

    


    
      	
               
      

            	
              7.

            	
              Security,
      intercom or sound system (beyond a key pad at the exterior door into the
      Expanded Building which shall be included within Landlord’s Work, the
      parties agreeing that Tenant shall be responsible to provide, at its sole
      cost, any interior security system so
desired).

            


    

    


    
      	
               
      

            	
              8.

            	
              Vending
      machines or provisions for such.

            


    

    


    
      	
               
      

            	
              9.

            	
              Kitchen
      equipment.

            


    

    


    
      	
               
      

            	
              10.

            	
              Movable
      partitions and systems furniture.

            


    

    


    
      	
               
      

            	
              11.

            	
              Special
      exhaust systems.

            


    

    


    
      	
               
      

            	
              12.

            	
              Underfloor
      duct systems.

            


    

    


    
      	
               
      

            	
              13.

            	
              Drinking
      fountains, other than those
specified.

            


    

    


    
      	
               
      

            	
              14.

            	
              Special
      modifications required for a day care center, if
  any.

            


    

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
C

    


    EARLY
TERMINATION

     

    


     

    So long
as there does not then exist an uncured, continuing Event of Default as defined
in Section 9.1 of this Lease, Tenant may, at its sole option, terminate this
Lease (the “Termination Option”), such termination to be effective on the fifth
year anniversary of the Term Commencement Date (the “Early Termination Date”),
by delivering notice of its election to terminate the Lease (the “Termination
Notice”) to Landlord at least twelve (12) months in advance.  If
Tenant fails to timely deliver its Termination Notice, Tenant will be deemed to
have waived such Termination Option.  The Termination Fee shall be
equal to the sum of the unamortized balance of all Landlord’s Transaction Costs
as defined below.  If Tenant properly exercises its Termination Option
in accordance with the foregoing, then this Lease shall automatically terminate
as of the Early Termination Date without the necessity of any additional
documentation. Within 30 days prior to the end of the Lease term, as modified,
Tenant shall pay to Landlord $16.96/RSF (representing the  unamortized
leasing transaction and the  construction costs  completed
in the Premises, assuming an 8.5% interest  rate and four months
Rent).

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
“D”

    


    LANDLORD’S
SERVICES

    


     

    I.           CLEANING

     

    A.           Building
Lobbies and Common Areas

     

    
      	
               
      

            	
              1.

            	
              Entrance
      doors and partition glass to be cleaned nightly.  Wipe down
      frames and fixtures as needed.

            


    

     

    
      	
               
      

            	
              2.

            	
              Remove
      entrance mats and clean sand and dirt from pits and
      floors,    clean and replace mats
    nightly.

            


    

     

    
      	
               
      

            	
              3.

            	
              Floors
      to be swept and washed nightly.  Maintain a high luster finish
      following manufacturer’s
specifications.

            


    

     

    
      	
               
      

            	
              4.

            	
              Walls
      to be dusted and spot cleaned as necessary, thoroughly washed twice a
      year.

            


    

     

    
      	
               
      

            	
              5.

            	
              Empty
      and wipe clean trash receptacles nightly including exterior smoker’s
      stations.

            


    

     

    
      	
               
      

            	
              6.

            	
              Dust,
      with treated cloth, security desks, window sills, directory frames,
      planters, etc., nightly.

            


    

     

    
      	
            	
              7. 

            	
              Clean
      director glass nightly.

            


    

     

    
      	
               
      

            	
              8.

            	
              Vacuum
      all carpeted areas nightly, treat and spot clean stains, clean fully as
      needed.

            


    

     

    
      	
               
      

            	
              9.

            	
              Vinyl
      tile floors to be dry mopped nightly, spot washed with clean water as
      needed and spray buffed weekly.

            


    

     

    
      	
               
      

            	
              10.

            	
              Sweep
      all stairwells in building nightly and keep in clean condition, washing
      same as necessary.

            


    

     

    
      	
               
      

            	
              11.

            	
              Do
      all high dusting (not reached in nightly cleaning) quarterly, which
      includes the following:

            


    

     

    
      	
            	
              (a) 

            	
              Dust
      all pictures, frames, charts, graphs and similar wall
      hangings.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Dust
      exposed piped, ventilation and air conditioning grilles, louvers, ducts
      and high molding, as needed.

            


    

     

    
      	
               
      

            	
              12.

            	
              Clean
      and maintain luster on ornamental metal work as needed within arm’s
      reach.

            


    

     

    
      	
              13.           

            	
              Dust
      all drapes and blinds as needed.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              14.        
        

            	
              Wash
      and disinfect drinking fountains using a non-scented disinfectant
      nightly.  Polish all metal surfaces on the unit
      nightly.

            


    

     

    
      	
              15.        
        

            	
              Strip
      and wax all resilient tile floors
yearly.

            


    

     

    
      	
              16.         
       

            	
              Shampoo
      all common area carpets at additional contract price at least once per
      year.

            


    

     

    
      	
              B.         
        

            	
              Common
      Lavatories – Nightly

            


    

     

    
      	
              1.           
       

            	
              Empty
      paper towel receptacles, bag and transport waste paper to designated area,
      disinfect receptacle and add new
liner.

            


    

     

    
      	
              2.             

            	
              Empty
      sanitary napkin disposal receptacles, bag and transport waste, disinfect
      receptacle and add new liner.

            


    

     

    
      	
              3.             

            	
              Refill
      toilet tissue, hand towel dispensers, and sanitary napkin
      dispensers.

            


    

     

    
      	
              4.             

            	
              Scour,
      wash and disinfect all basins, bowls and urinals using non-scented
      disinfectants.

            


    

     

    
      	
              5.             

            	
              Wash,
      disinfect and wipe dry both sides of toilet seat using non-scented
      disinfectants.

            


    

     

    
      	
              6.             

            	
              Wash
      and polish all mirrors, counters, faucets, flushometers, bright work and
      enameled surfaces.

            


    

     

    
      	
              7.             

            	
              Spot
      clean toilet partitions, doors, door frames, walls, lights and light
      switches.

            


    

     

    
      	
              8.             

            	
              Remove
      all cobwebs from walls and
ceilings.

            


    

     

    
      	
              9.             

            	
              Sweep
      and wash all floors, using proper non-scented
    disinfectants.

            


    

     

    
      	
              10.            

            	
              Add
      water to floor drains weekly, disinfect
monthly.

            


    

     

    
      	
              11.            

            	
              Turn
      off lights.

            


    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    II.      
     HEATING, VENTILATING AND AIR
CONDITIONING

     

    
      	
               
      

            	
              1.

            	
              Heating,
      ventilation and air conditioning as required to provide reasonably
      comfortable temperatures for normal business day occupancy (except
      holidays), Monday through Friday, from 8:00 AM to 6:00 PM, and Saturday
      from 8:00 AM to 1:00 PM, if so requested by Tenant, by providing at least
      24 hours notice.  HVAC services beyond the aforesaid hours of
      operation can be made available to Tenant, if so requested by Tenant, by
      providing at least 24 hours prior written notice and at a current cost of
      $25.00 per hour per unit.

            


    

     

    
      	
               
      

            	
              2.

            	
              Maintenance
      on any additional or special air conditioning equipment, and the
      associated operating cost thereof, will be at Tenant’s expense and
      performed by the Tenant.

            


    

     

    III.           WATER

     

    Hot water
for lavatory purposes and cold water for drinking, lavatory and toilet
purposes.

     

    IV.           SECURITY/ACCESS

     

    Twenty-four
(24) hour entry to the Building is available to Tenant and Tenant’s employees,
after normal Building hours of operation.  Tenant shall have
unrestricted access to its Premises at all times, and not just during normal
building hours and operation.  All security within the Premises shall
be the responsibility of the Tenant.

     

    V.      
     BUILDING
HOURS

     

    Normal
building hours of operation are Monday through Friday from 8:00 AM to 6:00
PM.  The Building operates on Saturday from 8:00 AM to 1:00 PM, with
access to the Building subject to the provisions as outlined in Item V contained
herein.  Except for the heating, ventilating and air conditioning
system, which operates in accordance with the schedule as described in Item II
contained herein, all Building systems, including but not limited to electrical,
mechanical,  elevator, fire safety and sprinkler, and water, operates
24 hours per day, 7 days per week, subject to repairs, failures and interrupted
service beyond Landlord’s control.

     

    
      	
              VI.

            	
              CAFETERIA, VENDING AND
      PLUMBING INSTALLATIONS/INTERIOR LAVATORIES AND
    SHOWERS

            


    

     

    
      	
               
      

            	
              1.

            	
              Any
      space to be used primarily for lunchroom or cafeteria operation within the
      Premises shall be Tenant’s responsibility to keep clean and
      sanitary.  Cafeteria, vending machines or refreshment service
      installations by Tenant must be approved by Landlord in
      writing.  All maintenance, repairs and additional cleaning
      necessitated by such installations shall be at Tenant’s
      expense.

            


    

     

    
      	
               
      

            	
              2.

            	
              Tenant
      is responsible for the maintenance and repair of plumbing fixtures and
      related equipment installed in the Premises for its exclusive use (such as
      in coffee room, cafeteria or employee exercise
  area).

            


    

     

    
      	
               
      

            	
              3.

            	
              All
      lavatories and showers located within the Premises shall be Tenant’s
      responsibility to maintain, repair and clean.  At Tenant’s
      request, Landlord shall perform the same at reasonable and competitive
      rates from time to time established by Landlord to be paid by
      Tenant.

            


    

     

    VII.          SIGNAGE

     

    See
Section 6.1.18 of this Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    VIII.         ELECTRICITY

     

    Tenant
shall pay for all electricity consumed in the Premises pursuant to Landlord’s
reasonable estimate of the incremental electricity consumed within the Premises
or, at Landlord’s option, pursuant to a separate meter installed by Landlord, at
its sole cost.  Landlord shall invoice Tenant for the cost of Tenant’s
electricity on a monthly basis, and Tenant shall reimburse Landlord, as
additional rent, for such consumption within thirty (30) days upon receipt of
Landlord’s invoice therefor.

     

    Tenant’s
use of electrical service in the Premises shall not at any time exceed the
capacity of any of the electrical conductors or other equipment in or otherwise
serving the Premises or the Building standard, as hereinafter
provided.  To ensure that such capacity is not exceeded and to avert
possible adverse effects upon the Building’s electrical system, Tenant shall
not, without at least thirty (30) days prior written notice to and consent of
Landlord in each instance, connect to the Building electric distribution system
any fixtures, appliances or equipment which operates on a voltage in excess of
277/480 volts nominal, or make any alteration or addition to the electric system
of the Premises.  In the event Tenant shall use (or request that it be
allowed to use) electrical service in excess of that deemed by Landlord to be
standard for the Building, Landlord may refuse to provide such excess usage or
refuse to consent to such usage or may consent upon such conditions as Landlord
reasonably elects (including, but not limited to, the installation of utility
service upgrades, sub-meters, air handlers or cooling units), and all such
additional usage (except to the extent prohibited by law), installation and
maintenance thereof shall be paid for by Tenant, as additional rent, upon
Landlord’s demand.

     

    It is
understood that the electrical generated service to the Premises may be
furnished by one or more generators of electrical power and that the cost of
electricity may be billed as a single charge or divided into and billed in a
variety of categories, such as distribution charges, transmission charges,
generation charges, congestion charges, public good charges, and other similar
categories, and may also include a fee, commission or other charge by an
unaffiliated broker, aggregator or other intermediary for obtaining or arranging
the supply of generated electricity.  Landlord shall have the right to
select the generator of electricity to the Premises and to purchase generated
electricity for the Premises through a broker, aggregator or other intermediary
and/or buyers group or other group and to change the generator of electricity
and/or manner of purchasing electricity from time to time, provided that such
election results in Tenant paying a commercially reasonable rate for such
electricity.  In no event shall the Landlord receive remuneration,
directly or indirectly, from the generators of such electricity, without the
prior written consent of the Tenant.

     

    If
Landlord successfully undertakes activities for the purpose of reducing Tenant’s
operating costs (such as negotiating an agreement with a utility or another
energy generator or engaging an energy consultant or undertaking conservation or
other energy efficient measures that may require capital expenditures), Tenant
shall pay its proportionate share of all out of pocket costs and expenses
associated with such actions (including, but not limited to, brokers’
commissions, legal fees and capital expenditures), as additional rent, if, as
and when payment is made by Landlord with no profit to Landlord.

     

    As used
herein, the term “generator of electricity” shall mean one or more companies
(including, but not limited to, an electric utility, generator, independent or
non-regulated company) that provides generated power to the Premises or to the
Landlord to be provided to the Premises, as the case may be.

     

    IX.           OTHER
UTILITIES

     

    Tenant
shall be responsible for the payment of all other utilities consumed by Tenant
in the Premises, including telephone, cable, other communications, and gas (if
applicable).  Tenant shall pay for such consumption directly to the
provider of such utilities.

     

    VIII.         SIGNAGE

     

    See Section 6.1.18 of this
Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
E

     

    RULES AND
REGULATIONS

    


    
      	
              1.

            	
              The
      entrance, lobbies, passages, corridors, elevators and stairways shall not
      be encumbered or obstructed by Tenant, Tenant’s agents, servants,
      employees, licensees, and visitors, or be used by them for any purpose
      other than for ingress and egress to and from the Premises.  The
      moving in or out of all safes, freight, furniture, or bulky matter of any
      description must take place during the hours which Landlord may reasonably
      determine from time to time.

            


    

     

    
      	
              2.

            	
              No
      curtains, blinds, shades, screens, advertisements, or signs, other than
      those furnished by Landlord, shall be attached to, hung in, or used in
      connection with any window or door of the Premises without the prior
      written consent of the Landlord.  Interior signs on doors shall
      be painted or affixed for Tenant by Landlord or by sign painters first
      approved by Landlord, at the expense of Tenant, and shall be of a size,
      color and style acceptable to
Landlord.

            


    

     

    
      	
              3.

            	
              Tenant
      shall furnish Landlord with keys or access devices for any security (door
      access) system provided and installed by Tenant, so long as the same has
      been approved by Landlord.  Tenant shall be allowed to place
      additional locks or bolts upon doors and windows within the Premises, as
      long as Tenant provides keys to Landlord as aforesaid as these additional
      locks and bolts could prove to be a hindrance to Landlord providing
      building services, such as cleaning and maintenance.  Tenant
      must, upon the termination of its tenancy, remove all additional locks and
      bolts installed by Tenant, if any, which locks were not installed by
      Landlord, and restore all original door locks, and provide Landlord all
      Building keys either furnished to or otherwise procured by Tenant; and in
      the event of the loss of any keys so furnished, Tenant shall pay to
      Landlord the reasonable replacement cost
  thereof.

            


    

     

    
      	
              4.

            	
              Canvassing,
      soliciting and peddling in the Building, or on the Lot or in the Park is
      prohibited, and Tenant shall cooperate to prevent the
  same.

            


    

     

    
      	
              5.

            	
              Tenant
      shall comply with all reasonably necessary security measures from time to
      time established by Landlord for the Building or Park, if
      applicable.

            


    

     

    
      	
              6.

            	
              Tenant
      agrees that there shall be no smoking allowed anywhere in the Premises or
      Building or within fifty (50) feet of any entrance/exit
      doorways.

            


    

     

    
      	
              7.

            	
              No
      animals, with the exception of “assistance animals” (e.g., seeing eye
      dogs), shall be brought into the Building by Tenant, Tenant’s agents,
      servants, employees, invitees, subtenants and
  assigns.

            


    

     

    
      	
              8.

            	
              Tenant
      shall request (and require – i.e. by posting a sign or adding a covenant
      in the applicable service contracts) that in connection with any loading
      and unloading conducted on its behalf, or at its request, trucks (or
      waiting trucks) shall shut off their
engines.

            


    

     

    
      	
              9.

            	
              No
      storage of trailers or trucks on the Lot (except that Tenant shall have
      the right to park truck(s) within the Building Parking
    Area).

            


    

     

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     EXHIBIT
F

     

    OPTION TO
EXTEND

    


    


    The
Tenant has the option to extend this Lease for one (1) successive five (5) year
term ( “Extended Term”), the exercise of which shall automatically extend the
term of this Lease without the necessity of additional
documentation.  So long as there does not exist any Event of Default
hereunder  at such time, the option to extend shall be deemed to have
been exercised as to the Extended Term by Tenant's notification to Landlord that
it elects to exercise its first option to extend at least nine (9) months but
not more than twelve (12) months prior to the end of the initial Term
hereunder.  The Extended Term shall be upon the same terms and
conditions as are set forth in this Lease, including, without limitation, the
Tenant’s obligations to pay Common Area Maintenance Costs and Tax Expense as set
forth in Section 4.2, except that (i) there shall be no additional option to
extend after the termination of the  Extended Term or the failure to
exercise the option, whichever shall first occur, (ii) the annual Fixed Rent for
the Extended Term shall be equal to ninety-five percent (95%) of the Market Rent
(as defined in and determined in accordance with Exhibit P). Notwithstanding the
foregoing, in no event, however, shall the annual Fixed Rent for the Extended
Term be less than  the annual Fixed Rent and additional rent payable
during the last year of the initial Term.

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
G

     

    ESTOPPEL
CERTIFICATE

    


    


     

    THIS CERTIFICATE is made to
____________________________ (the “Bank) with respect to a Lease between the
Middlesex Technology Center Associates III Trust, as Landlord, and the
undersigned, covering a building located at Building #6, 900 Middlesex Turnpike,
Billerica, Massachusetts, such lease being dated August __, 2007, as amended by
(list all amendments) (collectively, the “Lease”)

     

    The undersigned has been advised that
the Bank is about to enter into a transaction whereby the Bank is making a loan
secured by the aforesaid real estate and the Lease to the undersigned, and under
which the Bank may acquire an ownership interest in such real
estate.  In connection with this transaction, the entire interest of
the Landlord under the Lease to the undersigned will be assigned to the
Bank.  The undersigned acknowledges that the Bank is and will be
relying upon the truth, accuracy and completeness of this Certificate in
proceeding with the transaction described above.

     

    The undersigned, for the benefit of the
Bank, their successors and assigns, hereby certifies, represents, warrants,
agrees and acknowledges that:

     

    1.           The
Lease is in full force and effect in accordance with its terms without
modification or amendment, except as noted above, and the undersigned is the
holder of the Tenant's interest under the Lease.  The Lease
constitutes the entire agreement between the parties.

     

    2.           The
undersigned is in possession of all of the Premises described in the Lease under
and pursuant to the Lease and is doing business thereon; and the Premises are
completed as required by the Lease.

     

    3.           The
undersigned has no claims or offsets with respect to any of its obligations as
Tenant under the Lease, and neither the undersigned nor the Landlord is claimed
to be in default under the Lease.

     

    4.           The
undersigned has not paid any rental or installments thereof in advance of the
due date as set forth in the Lease.

     

    5.           The
undersigned has no notice of prior assignment, hypothecation or pledge of rents
of the Lease or the Landlord's interest thereunder or of the Tenant's interest
thereunder.

     

    6.           The
term of the Lease has commenced and is presently scheduled to expire on
__________, ____.  If there are any rights of extension or renewal
under the terms of the Lease, the same have not, as of the date of this
Certificate, been exercised.

     

    7.           Until
such time as the Bank shall become the Landlord, if the undersigned should
assert a claim that the Landlord has failed to perform an obligation to the
undersigned under the terms of the Lease or otherwise, notice thereof shall
promptly be furnished to the Bank; and the undersigned agrees that the
undersigned will not exercise any rights which the undersigned might otherwise
have on account of any such failure until notice thereof has been given to the
Bank, and the Bank has had the same opportunity to cure any such failure as the
Landlord may have under the terms of the Lease.

     

    8.           Each
of the statements set forth in Paragraphs 1 through 7 are true, accurate and
complete except as follows (state specifically any exception):

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    
      	
               
      

            	
              ATTEST:

            


    

     

    
      	
               
      

            	
              NEXX
      SYSTEMS, INC.

            


    

     

    


     

    By:                                                      

    ________________________

    Witness

     

    Its:                                                      

     

    


     

    Date:                                                   

     

     

     

    [UPDATE
AS NECESSARY]

     

     

     

     

     

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
H

    

     

    FORM OF LETTER OF
CREDIT

    


    


    IRREVOCABLE
STANDBY LETTER OF CREDIT NUMBER:

                                                          

    
      	
               
      

            	
               

            


    

    
      	
              

                DATE:                                               
      DELIVERY BY COURIER SERVICE

              

            	
            


    

     

    BENEFICIARY:
                                                                                          APPLICANT:

    


    _________________________________                                          ____________________________________

    _________________________________                                          ____________________________________

    _________________________________                                          ____________________________________

    


     

    AMOUNT:   
USD $
                                                  

    EXPIRY
DATE:                                                                           AT
OUR COUNTERS IN _______________

     

    LADIES
AND GENTLEMEN:

     

    WE HEREBY
ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.                     IN
YOUR FAVOR EFFECTIVE IMMEDIATELY, BY ORDER AND FOR THE ACCOUNT OF            
 FOR A SUM OR SUMS NOT EXCEEDING A TOTAL OF
________________________________________________ (USD ________) AVAILABLE BY
YOUR DRAFT(S) AT SIGHT DRAWN ON US AND ACCOMPANIED BY THE FOLLOWING
DOCUMENTS:

     

    
      	
            	
              1. 

            	
              THE
      ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS THERETO, IF
      ANY.

            


    

    


    
      
        	
              	
                2. 

              	
                A
      NOTARIZED STATEMENT FROM [INSERT LANDLORD] AS  
      FOLLOWS:

              


      

    

    


    "REFERENCE
IS HEREBY MADE TO THAT CERTAIN LEASE (THE "LEASE") DATED                           ,
200_ BETWEEN   AND
____________ AS LANDLORD (THE "LANDLORD").  I HEREBY CERTIFY THAT I AM AN
AUTHORIZED REPRESENTATIVE OF LANDLORD OR PERMITTED TRANSFEREE AND FURTHER
CERTIFY THAT:

     

    
      	
            	
              (I)         
       

            	
              EITHER
      (A) AN EVENT OF DEFAULT (AS DEFINED IN THE LEASE) HAS OCCURRED AND REMAINS
      UNCURED, OR (B)  HAS NOT RENEWED, REPLACED OR AMENDED THE LETTER
      OF CREDIT BY NOT LATER THAN TWENTY-FIVE (25) BANKING DAYS PRIOR TO THE
      EXPIRATION THEREOF, IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION _ OF
      THE LEASE; AND

            


    

    


    
      	
            	
              (II)       
        

            	
              THIS
      DRAWING IN THE AMOUNT OF USD                                (INSERT
      AMOUNT, NOT TO EXCEED AVAILABLE CREDIT) REPRESENTS FUNDS DUE TO LANDLORD
      UNDER AND PURSUANT TO THE LEASE.”

            


    

     

     

    THIS
LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) TO ANY PERSON
OR ENTITY THAT SUCCEEDS LANDLORD UNDER THE LEASE [AND TO                                     ,
AS THE HOLDER OF A FIRST MORTGAGE ON THE PROPERTY TO WHICH THE LEASE RELATES AND
TO ANY PERSON OR ENTITY THAT SUCCEEDS                                  AS
HOLDER OF THE FIRST MORTGAGE ON SUCH PROPERTY.]  TRANSFER OF THIS LETTER OF
CREDIT TO SUCH TRANSFEREE SHALL BE EFFECTED ONLY BY PRESENTATION TO THE ISSUING
BANK OF THE ORIGINAL OF THIS LETTER OF CREDIT TOGETHER WITH AMENDMENTS, IF ANY,
ACCOMPANIED BY A SIGNED AND COMPLETED TRANSFER CERTIFICATE IN THE 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FORM
ATTACHED HERETO AS EXHIBIT "A" AND PAYMENT OF A TRANSFER FEE EQUAL TO
_________________________.  UPON SUCH PRESENTATION, THE BANK SHALL
FORTHWITH TRANSFER THE LETTER OF CREDIT TO THE DESIGNATED TRANSFEREE, OR IF SO
REQUESTED BY SUCH TRANSFEREE, ISSUE A NEW LETTER OF CREDIT TO THE TRANSFEREE IN
THE SAME FORM AS THIS LETTER OF CREDIT.  THIS LETTER OF CREDIT MAY NOT BE
TRANSFERRED TO ANY PERSON OR ENTITY WITH WHICH U.S. PERSONS ARE PROHIBITED FROM
DOING BUSINESS UNDER U.S. FOREIGN ASSETS REGULATIONS OR OTHER APPLICABLE U.S.
LAWS AND REGULATIONS.

     

    ADDITIONAL
CONDITION:  PARTIAL DRAWINGS ARE ALLOWED.

     

    ALL
DOCUMENTS INCLUDING DRAFT(S) MUST INDICATE THE NUMBER AND DATE OF THIS
CREDIT.

     

    EACH
DRAFT PRESENTED HEREUNDER MUST BE ACCOMPANIED BY THIS ORIGINAL LETTER OF CREDIT
FOR OUR ENDORSEMENT THEREON OF THE AMOUNT OF SUCH DRAFT(S).

     

    THE LEASE
AGREEMENT MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLY AND IT IS NOT
INTENDED THAT SAID LEASE AGREEMENT BE INCORPORATED HEREIN OR FORM PART OF THIS
CREDIT.

     

    DOCUMENTS
MUST BE SENT TO US VIA OVERNIGHT COURIER (I.E. FEDERAL EXPRESS, UPS, DHL OR ANY
OTHER EXPRESS COURIER) AT OUR ADDRESS:

                                                                                    
        

    ATTENTION:
___________________________.

     

    WE HEREBY
ENGAGE WITH DRAWERS AND/OR BONAFIDE HOLDERS THAT DRAFT(S) DRAWN UNDER AND
NEGOTIATED IN CONFORMANCE WITH THE TERMS AND CONDITIONS OF THE SUBJECT CREDIT
WILL BE DULY HONORED ON PRESENTATION.

     

    EXCEPT SO
FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS SUBJECT TO
THE "UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDIT (1993 REVISION),
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500".

     

    VERY
TRULY YOURS,

     

     

     

                                               

    AUTHORIZED
OFFICIAL

     

     

    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
"A"

      

    TO:      BANK                                            DATE:

    


    RE:  LETTER
OF CREDIT ISSUED BY:

    


                   ______________________                                                              LETTER
OF CREDIT NO.

    
      	
                             ATTN:    

            	
              AVAILABLE
      AMOUNT

            


    

    
      	
               
      

            	
                            

            


    

    GENTLEMEN:

     

    FOR VALUE
RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS
TO:

    


    


                                                          

    (NAME OF
TRANSFEREE)

     

     

                                                          

    (ADDRESS)

     

    ALL
RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT
UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS
TRANSFER.

     

    BY THIS
TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE
TRANSFERRED TO THE TRANSFEREE.  TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS
BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER
INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR
HEREAFTER MADE.  ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE
WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED
BENEFICIARY.

     

    THE
ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO
ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECT TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.

     

    YOURS
VERY TRULY,

     

    ___________________________ 

              

    


                                                                             

    _______________________________                                       ____________________________

    (BANK)                                                                                          
SIGNATURE OF

    BENEFICIARY

     

    
                                                                               


    

    AUTHORIZED
SIGNATURE

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
I

    


    Landlord
agrees with Tenant to enforce, or cause to be enforced, these Park Covenants
with all due diligence to preserve the quality and appearance of the
Park.

    


    The Lot
is approximately 11 acres and is located in the park known as The Middlesex
Technology Center (hereinafter, together with any additions thereto, called the
"Park") shown on the Plan of the Park attached hereto as Exhibit A and more
particularly described therein and elsewhere in this Lease, as the same,
including without limitation the Common Areas of the Park, may be amended by
Landlord from time to time in accordance with and subject to the provisions of
Section 2.1 of this Lease.

    


    All lots
of land comprising the Park (which lots, including without limitations the Lot,
are individually called the "Parcel" and collectively the "Parcels") are subject
to the following restrictions which shall bind the Middlesex Technology Center
Associates III Trust ("Grantor") as owner of the Park and its successors in
title.

    


    
      	
              A.

            	
              All
      parcels shall have facilities for parking, loading and unloading
      sufficient to serve any uses of the Parcels without using adjacent streets
      for such purpose.  On-street parking shall be
      prohibited.  All parking, trucking and vehicular maneuvering
      areas for a Parcel shall be contained within such
  Parcel.

            


    

    


    
      	
              B.

            	
              Intentionally
      Deleted.

            


    

    


    
      	
              C.

            	
              No
      open or outside storage shall be done on any Parcel, other than normal and
      customary trash compactors and containers on locations to be reasonably
      approved by Landlord in advance.

            


    

    


    
      	
              D.

            	
              Signs
      shall conform to the sign ordinances of the Town of
      Billerica.  Any variance from such ordinance granted by the Town
      must also be approved by Grantor in the manner provided below in
      Section I.

            


    

    


    
      	
              E.

            	
              No
      condition or use of any Parcel will be permitted which is objectionable by
      reason of noise, odor, vibration, smoke, radiation, the hazardous nature
      of the use, or the violation of environmental laws or regulations adopted
      by the Town of Billerica, the Commonwealth, the Federal Government or any
      Court.

            


    

    


    
      	
              F.

            	
              All
      utilities serving a Parcel shall be placed underground, unless prohibited
      by the utility company.  Any exterior lighting on a Parcel shall
      either be indirect or of such controlled focus and intensity as not to
      disturb street traffic or the occupancy of any adjacent
      Parcel.

            


    

    


    
      	
              G.

            	
              The
      exterior appearance of any buildings in the Park, including landscaping
      thereon, shall be kept neat and orderly and free from
    litter.

            


    

    


    
      	
              H.

            	
              No
      building, exterior sign, fence, wall, exterior lighting or other structure
      shall be erected or allowed to maintain on any portion of the Park or
      exterior structural alteration or addition made, except pursuant to plans
      approved in writing by Grantor as to landscaping, parking and
      architectural conformity with existing buildings in the
    Park.

            


    

    


    
      	
              I.

            	
              The
      Grantor may from time to time by written instrument in recordable form
      grant variance from any one or more of these restrictions (except
      Restrictions E, G or H for which variances may not be granted) where the
      Grantor reasonably determines that the variance can be granted without
      substantial detriment to the intent and purpose of the restrictions and
      without substantial detriment to the Land, and portions of the Park
      theretofore built upon.

            


    

    


    
      	
              J.

            	
              Written
      approval by the Grantor as to any buildings, signs, structures,
      alterations, additions and landscaping approved by Grantor in good faith
      shall be conclusive evidence of compliance with these
      restrictions.  The Grantor agrees to furnish to any grantee such
      written instruments in recordable form as may reasonably be requested by
      the grantee as evidence of such
compliance.

            


    

    


    
      	
              K.

            	
              The
      term "Grantor", as herein used, shall mean the Middlesex Technology Center
      Associates III Trust and any successors in
  title.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

    EXHIBIT
J

     

    NON-DISTURBANCE, ATTORNMENT,
ESTOPPEL AND

    SUBORDINATION
AGREEMENT

    


    THIS
NON-DISTURBANCE, ATTORNMENT, ESTOPPEL AND SUBORDINATION AGREEMENT (this
"Agreement") is made and entered into as of the _______ day of
___________________, _____, by, between and among WELLS FARGO BANK, NATIONAL
ASSOCIATION (hereinafter referred to as "Mortgagee" or "Wells Fargo"),
NEXX Systems, Inc. ("Lessee"), and Arturo J. Gutierrez and John A. Cataldo,
Trustees of Middlesex Technology Center Associates III Trust, u/d/t dated April
20, 1982 and recorded with the Middlesex North Registry of Deeds in Book 2531,
Page 657 ("Lessor").

    


    RECITALS

    


    A.          Mortgagee
is the owner and holder of that certain Promissory Note dated as of
____________________, 20__ (the "Note") in the principal sum of and 00/100ths
Dollars ($__,000,000.00), secured by a Mortgage and Security Agreement (the
"Mortgage") and an Assignment of Leases and Rents (the "Assignment of Rents"),
each of even date with the Note, which Mortgage constitutes a lien or
encumbrance on that certain real property more particularly described in the
attached Exhibit
A (the "Property").

    


    B.           Lessee
is the holder of a leasehold estate covering a portion of the Property (the
"Demised Premises") pursuant to the terms of that certain lease dated August __,
2007 and executed by Lessee and Lessor (the "Lease"). A copy of the Lease,
certified as true and correct by Lessee, has previously been delivered to
Mortgagee and has not been amended, modified or terminated as of the date
hereof.

    


    C.           Lessee,
Lessor and Mortgagee desire to confirm their understanding with respect to the
Lease, the Mortgage and the Assignment of Rents.

    


    AGREEMENT

    


    1.           So
long as Lessee is not in default (beyond any period given Lessee to cure such
default) in the payment of rent or in the performance of any of the terms,
covenants or conditions of the Lease on Lessee's part to be performed, Lessee's
possession and occupancy of the Demised Premises shall not be interfered with or
disturbed by Mortgagee during the term of the Lease or any extension thereof
duly exercised by Lessee.

    


    2.           Lessee
hereby consents to the assignment by Lessor to Mortgagee of the Lease, as set
forth in the Mortgage and the Assignment of Rents. If the interests of Lessor
shall be transferred to and/or owned by Mortgagee by reason of judicial
foreclosure, power-of-sale foreclosure or other proceedings brought by
Mortgagee, or by any other manner, including, but not limited to, the
institution of a receiver for the Property or Mortgagee's exercise of its rights
under the Assignment of Rents, Lessee shall be bound to Mortgagee under all of
the terms, covenants and conditions of the Lease for the balance of the
remaining term thereof and any extension thereof duly exercised by Lessee, with
the same force and effect as if Mortgagee were the lessor under the Lease, and
Lessee does hereby attorn to Mortgagee as its lessor, said attornment to be
effective and self-operative without the execution of any further instruments on
the part of any of the parties hereto immediately upon Mortgagee's succeeding to
the interest of the lessor under the Lease; provided, however, that Lessee shall
be under no obligation to direct its payment of rent to Mortgagee until Lessee
receives written notice from Mortgagee to do so. The respective rights and
obligations of Lessee and Mortgagee upon such attornment, to the extent of the
then remaining balance of the term of the Lease and any such extension, shall be
and are the same as now set forth therein, as modified hereby, it being the
intention of the parties hereto for this purpose to incorporate the Lease in
this Agreement by reference with the same force and effect as if set forth in
full herein.

    


    3.           If
Mortgagee shall succeed to the interest of the landlord under the Lease,
Mortgagee shall, subject to the last sentence of this Section 3, be bound to
Lessee under all of the terms, covenants and conditions of the Lease; provided,
however, that Mortgagee shall not be:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)           Liable
for any act or omission of any prior lessor (including Lessor) or for any
monetary damages incurred by Lessee in connection therewith or liable for any
act or omission prior to Mortgagee's succession to title; or

    


    (b)           Subject
to any offsets, defenses or counterclaims which Lessee might have against any
prior lessor (including Lessor) or accruing prior to Mortgagee's succession to
title; or

    


    (c)           Bound
by any rent, additional rent or advance rent which Lessee might have paid for
more than the current month to any prior lessor(including Lessor) or prior to
Mortgagee's succession to title and all such rent shall remain due and owing
notwithstanding such advance payment; or

    


    (d)           Bound
by any amendment or modification of the Lease made without its consent and
written approval; or

    


    (e)           Required
to restore the building or otherwise perform the obligations of Lessor under the
Lease in the event of a foreclosure of the Mortgage or acceptance by Mortgagee
of a deed in lieu of foreclosure, in either instance prior to full restoration
of the building.

    


    Neither
Wells Fargo nor any other party who, from time to time, shall be included in the
definition of the term "Mortgagee" hereunder shall have any liability or
responsibility under or pursuant to the terms of this Agreement after it ceases
to own a fee interest in or to the Property.

    


    4.           Subject
to the terms of this Agreement (including, but not limited to, those in Section
2 hereof, the Lease and the terms thereof are, and shall at all times continue
to be, subject and subordinate in each and every respect, to the Mortgage and
the terms thereof, and to any and all renewals, modifications, extensions,
substitutions, replacements and/or consolidations of the
Mortgage.  Nothing herein contained shall be deemed or construed as
limiting or restricting the enforcement by Mortgagee of any of the terms,
covenants, provisions or remedies of the Mortgage or the Assignment of Rents,
whether or not consistent with the Lease.

    


    5.           The
term "Mortgagee" shall be deemed to include Wells Fargo and all of its
successors and assigns, including anyone who shall have succeeded to Lessor's
interest by, through or under judicial or power-of-sale foreclosure or other
proceedings brought pursuant to the Mortgage, or deed in lieu of such
foreclosure or proceedings, or otherwise.

    


    6.           Lessor
and Lessee represent and warrant to Mortgagee as follows: (a)that the Lease is
presently in full force and effect and unmodified or changed; (b)that the term
shall commence or did commence on or about January 1, 2008, and full rental will
then accrue or is now accruing thereunder; (c) that all conditions required
under the Lease that could have been satisfied as of the date hereof have been
met; (d) that no rent under said Lease has been paid more than thirty (30)days
in advance of its due date; (e) that no default or event, which with the giving
of notice, passage of time, or both, would constitute a default, exists under
said Lease;(f) that the Lessee, as of this date, has no charge, lien or claim of
offset under said Lease or otherwise, against rents or other charges due or to
become due thereunder; (g) that the Lease constitutes the entire agreement
between the parties and that Mortgagee shall have no liability or responsibility
with respect to any security deposit of Lessee; (h) that the only persons, firms
or corporations in possession of said leased premises or having any right to the
possession or use of said premises(other than the record owner) are those
holding under the Lease; and (i) that the Lessee has no right or interest in or
under any contract, option or agreement involving the sale or transfer of the
Demised Premises.

    


    7.           In
the absence of the prior written consent of Mortgagee, Lessee agrees not to do
any of the following: (a) prepay the rent under the Lease for more than one (1)
month in advance, (b) enter into any agreement with the Lessor to amend or
modify the Lease (except that Mortgagee shall not unreasonably withhold its
consent to any such amendment or modification), (c) voluntarily surrender the
Demised Premises or terminate the Lease prior to the expiration date thereof set
forth in the Lease, and (d) sublease or assign the Demised Premises (which
consent shall not be withheld, provided that Tenant remains obligated under the
Lease).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.           In
the event Lessor shall fail to perform or observe any of the terms, conditions
or agreements in the Lease, Lessee shall give written notice thereof to
Mortgagee and Mortgagee shall have the right (but not the obligation) to cure
such failure. Lessee shall not take any action with respect to such failure
under the Lease, including, without limitation, any action in order to
terminate, rescind or avoid the Lease or to withhold any rent thereunder, for a
period of thirty (30) days after receipt of such written notice by Mortgagee;
provided, however, that in the case of any default which cannot with diligence
be cured within said 30-day period, if Mortgagee shall proceed promptly to cure
such failure and thereafter prosecute the curing of such failure with diligence
and continuity, the time within which such failure may be cured shall be
extended for such period as may be necessary to complete the curing of such
failure with diligence and continuity.

    


    9.           So
long as the Loan is outstanding, Lessee covenants to provide Mortgagee with all
information, including, but not limited to evidence of payment of taxes and
insurance (if Lessee is obligated for such payments under the Lease) to which
the Lessor may be entitled under the Lease.

    


    10.           So
long as the Loan is outstanding, Mortgagee or its designee may enter upon the
Property at all reasonable times to visit or inspect the Property and discuss
the affairs, finances and accounts of Lessee applicable to the Property or the
Lease at such reasonable times as Mortgagee or its designee may request
(provided that Mortgagee shall not disclose such information to any third party
except as required by law).

    


    11.           Lessee
hereby represents and warrants that the Lease and this Agreement have been duly
authorized, executed and delivered by Lessee and constitute legal, valid and
binding instruments, enforceable against Lessee in accordance with their
respective terms, except as such terms may be limited by bankruptcy, insolvency
or similar laws affecting creditors' rights generally.

    


    12.           This
Agreement may not be modified orally or in any other manner than by an agreement
in writing signed by the parties hereto and their respective successors in
interest. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their successors and assigns. In the event of a conflict between
the provisions of this Agreement and the provisions of the Lease, the provisions
of this Agreement shall control.

    


    13.           This
Agreement may be executed in several counterparts, and all so executed shall
constitute one agreement, binding on all parties hereto, notwithstanding that
all parties are not signatories to the original or the same
counterpart.

    


    14.           All
notices or other communications required or permitted to be given pursuant to
the provisions hereof shall be in writing and shall be considered as properly
given if mailed by first class United States mail, postage prepaid, registered
or certified with return receipt requested, or by delivering same in person to
the intended addressee, or by prepaid telegram. Notice so given in person or by
telegram shall be effective upon its deposit. Notice so given by mail shall be
effective two (2) days after deposit in the United States mail. Notice given in
any other manner shall be effective only if and when received by the addressee.
For purposes of notice, the addresses of the parties shall be:

    


    Lessor:                                                   The
Gutierrez Company

    One Wall Street

    Burlington, MA 01803

    Attention:  John A. Cataldo,
Vice Chairman

    


    Lessee:                                                   __________________________________

    __________________________________

    __________________________________

    __________________________________

    


    


    Mortgagee:                                           Wells
Fargo Bank, National Association

    Real
Estate Group

    101
Federal Street, 28th
Floor

    Boston,
MA 02110

    Attention:
Manager, Loan Administration Department

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    With a
copy
to:                                    Wells
Fargo Bank, National Association

    Minneapolis
Loan Center

    783
Marquette Avenue, 10th
Floor

    Minneapolis,
MN  55402

    Attention:
Disbursement Administrator

    


    provided,
however, that any party shall have the right to change its address for notice
hereunder to any other location within the continental United States by the
giving of thirty (30) days' notice to the other parties in the manner set forth
hereinabove.

    


    


    [Signatures
on following page]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

    


    LESSEE:

    


    NEXX
SYSTEMS, INC.

    


    


    By:  ______________________________________

    Name:

    Title:

    


    


    STATE OF
_______________________

     
 

    COUNTY
OF______________________

    


    


    I, a
Notary Public in and for the aforesaid jurisdiction, do hereby certify that
_____________________________, who is personally well known to me as, or
satisfactorily proven to be, the person named as ____________________ of
_______________________, in the foregoing Non-Disturbance, Attornment, Estoppel
and Subordination Agreement, personally appeared before me in the said
jurisdiction, and by virtue of the authority vested in him or her by said
Agreement, acknowledged the same to be the act and deed of said organization,
and delivered the same as such.

    


    GIVEN
under my hand and official seal this ______ day of ______________,
20__.

     

    
 

    ______________________________________

    Notary
Public

     

    
 

    My
Commission Expires:  _________________________

    


    


    [SIGNATURES
CONTINUED ON NEXT PAGE]

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LESSOR:

    


    MIDDLESEX
TECHNOLOGY CENTER     

    ASSOCIATES
III TRUST

    


    


    


    By:  _______________________________________

    John A.
Cataldo, as Trustee

    and not
individually

    


    


     

    
 

    COMMONWEALTH
OF MASSACHUSETTS

    


    MIDDLESEX,
SS.

    


    


    I, a
Notary Public in and for the aforesaid jurisdiction, do hereby certify that John
A. Cataldo,  who is personally well known to me as, or satisfactorily
proven to be, the person named as named as Trustee of Middlesex Technology
Center Associates III Trust  in the foregoing Non-Disturbance,
Attornment, Estoppel and Subordination Agreement, personally appeared before me
in the said jurisdiction, and by virtue of the authority vested in him or her by
said Agreement, acknowledged the same to be the act and deed of said
organization, and delivered the same as such.

    


    GIVEN
under my hand and official seal this ___ day of __________, 2007.

    


    


    __________________________________________

    Notary
Public

     

    
 

    My
Commission Expires:  _________________________

    


    


    [SIGNATURES
CONTINUED ON NEXT PAGE]

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    MORTGAGEE:

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION

    


    


    By:  _____________________________________

    Name:

    Title:

    


    


    COMMONWEALTH
OF MASSACHUSETTS

    


    COUNTY OF
____________

    


    I, a
Notary Public in and for the aforesaid jurisdiction, do hereby certify that
________________________ who is personally well known to me as, or
satisfactorily proven to be, the person named as of Wells Fargo Bank, National Association, in
the foregoing Non-Disturbance, Attornment, Estoppel and Subordination Agreement,
personally appeared before me in the said jurisdiction, and by virtue of the
authority vested in him/her by said Agreement, acknowledged the same to be the
act and deed of Wells Fargo Bank, National Association, and delivered the same
as such.

    


    GIVEN
under my hand and official seal this ___ day of ____________, 2007.

    


    


    ________________________________________

    Notary
Public

     

     

    My
Commission Expires:  ________________________

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

    


    LEGAL
DESCRIPTION OF THE PROPERTY

    


    


     

    The
existing one (1) story building consisting of approximately 91,649 rentable
square feet located at 900 Middlesex Turnpike, Billerica, Massachusetts (the
“Original Building”), upon the lot identified as Lot 6B and Lot 6B1 on a plan
entitled “”Revised Plan of Land in Billerica, Massachusetts” prepared for The
Gutierrez Company, Scale 1” = 50’, dated March 8, 2005, which plan was recorded
with said Deeds in Plan Book 218, Plan 100 (the “Lot”).

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
K

     

    FORM OF WORK CHANGE
ORDER

     

    (See
Attached)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
L

     

    
      INTENTIONALLY
DELETED

    

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
M

    


    RIGHT OF FIRST
OFFER

     

    As long
as there does not then exist an uncured, continuing Event of Default under this
Lease, and Tenant is then leasing and occupying the entire Premises hereunder
(other than permitted subleases), should Landlord lease or decide to lease,
agree to lease, or accept any offer to lease space that becomes available during
said period in the Building (collectively the “ROFO Space”), unless Landlord
first affords Tenant an opportunity to lease such area in accordance with the
provisions of this Exhibit M and only after written notice to
Tenant.  Such notice shall contain the proposed essential terms with
respect to such rentable area, the parties hereby agreeing that the rent shall
be based on the Market Rent as described on Exhibit P hereto (Landlord’s summary
thereof shall herein be referred to as the “Offer”).  Space shall be
deemed to "become available" when Landlord is notified by the then current
occupant of the space that it elects not to extend the term pursuant to any
extension option(s) it may have, or elects to terminate early pursuant to any
early termination option(s) it may have, or the existing lease expires or is
otherwise terminated (e.g. in the case of a default pursuant to Article 9
hereof) and in either case Landlord determines to offer some or all thereof on
the open market for lease.    Upon receipt of such notice
and the Offer from Landlord, and provided further that there does not then exist
an uncured, continuing Event of Default under this Lease, and provided further
that the Tenant specified in Section 1.1 hereof is then leasing and occupying at
least 80% of the entire Premises hereof, then Tenant shall have the right to
lease all of  such space described in the Offer on the terms set forth
in the Offer by giving notice to Landlord to such effect within ten (10) days
after Tenant’s receipt of Landlord’s notice of such Offer.  If such
notice is not so timely given by Tenant, then Landlord shall be free to lease
the ROFO Space to any  third party at any time after the expiration of
said ten (10) day period.   The non-exercise by Tenant of its
rights under this Exhibit M as to any one Offer by Landlord shall be deemed to
waive Tenant’s rights of first offer as to the rentable area described in the
Offer, unless  Landlord and any third party fail to consummate a
transaction within 180 days of the date of the Offer.

     

    In the
event that Tenant accepts Landlord’s offer to lease such rentable space within
the ROFO Space, then Landlord and Tenant hereby agree that they shall enter into
a mutually acceptable agreement amending, modifying or supplementing this Lease,
specifying that such rentable area is a part of the Premises under this Lease
and demising said premises to Tenant.  Such amendment shall also
contain other appropriate terms and provisions relating to the addition of such
rentable space to this Lease or the leasing of such rentable space, as
applicable, and as mutually agreed upon by the parties, and shall be signed by
Tenant and Landlord within twenty (20) days of receipt of the proposed agreement
from the Landlord in the form as hereinabove
required.  Notwithstanding the foregoing, said space shall be offered
to lease to Tenant in “as is” condition.

     

    Notwithstanding
anything to the contrary in this Exhibit M, if Tenant notifies Landlord of its
election to lease such rentable space within the ROFO Space and then fails to
execute and deliver the required amendment to this Lease once the terms have
been mutually agreed upon by Landlord and Tenant in accordance with this Exhibit
M, then (i)  Tenant shall be deemed to have waived its rights under
this Exhibit M, (ii) Landlord shall have the unrestricted right to lease such
space upon whatever terms and conditions are negotiated by Landlord in its sole
discretion; and (iii) Tenant’s right of first offer as to rentable space within
the ROFO Space hereunder shall terminate and be of no further
effect.  The recording by the Landlord of an affidavit to such effect
shall be conclusive evidence of the termination or waiver of Tenant’s first
offer option hereunder.

     

    Notwithstanding
the foregoing, Tenant’s rights hereunder shall be subject and subordinate to any
expansion or extension rights granted by Landlord in its sole discretion to the
currently existing tenants of the Building.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
N

     

    NOTICE OF
LEASE

     

    In accordance with the provisions of
Massachusetts General Laws (Ter. Ed.) Chapter 183, Section 4, as amended, notice
is hereby given of a certain lease (hereinafter referred to as the “Lease”)
dated as of June, 2005 by and between Arturo J. Gutierrez and John A. Cataldo,
as trustees of the Middlesex Technology Center Associates III Trust, u/d/t dated
April 20, 1982 and recorded with the Middlesex North Registry of Deeds in Book
2531, Page 657 (hereinafter referred to as “Landlord”) and Nexx Systems, Inc.
corporation (hereinafter referred to as “Tenant”).

    


    W I T N E
S S E T H:

    


    
      	
               
      

            	
              1.

            	
              The
      address of the Landlord is c/o The Gutierrez Company, One Wall Street,
      Burlington, Massachusetts 01803.

            


    

    


    
      	
              2.          
        

            	
              The
      address of the Tenant is
____________________.

            


    

    


    
      	
            	
              3. 

            	
              The
      Lease was executed on _______________,
2007.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Term of the Lease is a period of seven (7) years and two (2) months
      beginning on the Term Commencement Date determined in accordance with
      Section 3.2 of the Lease, currently scheduled for January 1,
      2008.

            


    

    


    
      	
               
      

            	
              5.

            	
              Subject
      to the provisions of the Lease, the Tenant has the option to extend the
      Term of the Lease for one (1) five (5) year term pursuant to Exhibit F of
      the Lease, and to terminate the Lease at the end of the fifth year
      pursuant to Exhibit C of the Lease.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      Tenant has a Right of First Offer with respect to space located in the
      Building, pursuant to Exhibit M of the
Lease.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      Lot and the Park, as such terms are defined in the Lease, are subject to
      the covenants and agreements contained in Exhibit I of the
      Lease.

            


    

    


    
      	
               
      

            	
              8.

            	
              The
      demised premises is thirty eight thousand nine hundred sixty six (38,966)
      rentable square feet to be completed by Landlord prior to the Term
      Commencement Date, within the building known as Building #6, 900 Middlesex
      Turnpike, Billerica, Massachusetts 01821, and the areas of which are the
      subject of all appurtenant rights and easements set forth in Sections 2.1,
      10.14 and 10.15 of the Lease.

            


    

     

    
      	
               
      

            	
              9.

            	
              The
      deeds for the demised premises were recorded with the Middlesex North
      Registry of Deeds in Book 2465, Page 291, Book 2531, Page 662, Book 3257,
      Page 13, Book 3257, Page 16, and Book 18638, Page 220, and with the
      Middlesex South Registry of Deeds in Book 45026, Page 91.  The
      Lot is described on Exhibit A attached
hereto.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This Notice of Lease has been executed
merely to give notice of the Lease, and all of the terms, conditions and
covenants of which are incorporated herein by reference.  The parties
hereto do not intend this Notice of Lease to modify or amend the terms,
conditions and covenants of the Lease which are incorporated herein by
reference.

    


    


    IN WITNESS WHEREOF, the parties hereto
have duly executed this Notice of Lease as of this ___ day of _____________,
2007.

    


     

    LANDLORD:

     

    MIDDLESEX
TECHNOLOGY CENTER

    ASSOCIATES
III TRUST

    


    


    By:    ____________________________________

    John A. Cataldo, as trustee in his
capacity

                                
as said trustee and not individually

    


    


    


    COMMONWEALTH
OF MASSACHUSETTS

     

    MIDDLESEX,
SS

     

    On this ____ day
of____________, 2007, before me, the undersigned notary public, personally
appeared John A. Cataldo, as Trustee of the Middlesex Technology Center
Associates III Trust, proved to me through satisfactory evidence of
identification, which was personal knowledge of the undersigned, to be the
person whose name are signed on the preceding or attached document(s), and
acknowledged to me that he signed it voluntarily for its stated
purpose.

    (official seal)

     

    


     

    By:  __________________________________

    Notary Public

    My Commission Expires:

     

    


     

    


     

    


     

    TENANT:

    


    NEXX SYSTEMS, INC.

    


    


    By:                                                                

     

    Name:                                                                

     

    Title:                                                                

     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    COMMONWEALTH
OF MASSACHUSETTS

     

    ________________
County

     

    On this
____ day of _____________, 2007, before me, the undersigned notary public,
personally appeared ­­­_____________________, as ___________________
of NEXX Systems, Inc., proved to me through satisfactory evidence of
identification, which was which was photographic identification
with signature issued by a federal or state governmental agency, oath or affirmation of a credible witness, personal knowledge of the undersigned, to be the person whose name
is signed on the preceding or attached document(s), and acknowledged to me that
he/she signed it voluntarily for its stated purpose.

    


     

    


     

    (official seal)

     

    
                                      
__________________________________________

    Notary Public

    My Commission Expires:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

    


    LEGAL
DESCRIPTION

    


    


    The
existing one (1) story building consisting of approximately 91,649 rentable
square feet located at 900 Middlesex Turnpike, Billerica, Massachusetts (the
“Original Building”), upon the lot identified as Lot 6B and Lot 6B1 on a plan
entitled “”Revised Plan of Land in Billerica, Massachusetts” prepared for The
Gutierrez Company, Scale 1” = 50’, dated March 8, 2005, which plan was recorded
with said Deeds in Plan Book 218, Plan 100 (the “Lot”).

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
O

    


    CONCEPTUAL LAYOUT FOR
TENANT’S IMPROVEMENT

    


    (SEE
ATTACHED)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
P

     

    FAIR MARKET
RENT

     

    The Fair
Market Rent for the Premises shall be the then fair market rent for similar
single story buildings in the Town of Billerica Massachusetts, leased on a
triple net basis, taking into account all concessions, inducements, tenant
improvements and fees due which such rent (the “Market Rent”) shall be
determined as follows:

    


    
      	
              (a)

            	
              The
      Market Rent shall be proposed by Landlord within fifteen (15) days of
      receipt of Tenant's notice that it intends to exercise its option to
      extend the Term as specified in Exhibit F of this Lease hereof (the
      "Landlord's Proposed Market Rent").  The Landlord's Proposed
      Market Rent shall be the Market Rent unless Tenant notifies Landlord,
      within fifteen (15) days of Tenant's receipt of Landlord's Proposed Market
      Rent, that Landlord's Proposed Market Rent is not satisfactory to Tenant
      ("Tenant's Rejection Notice").

            


    

    


    
      	
              (b)

            	
              If
      Tenant delivers Tenant’s Rejection Notice and the Market Rent is not
      otherwise agreed upon by Landlord and Tenant within fifteen (15) days
      after Landlord's receipt of Tenant’s notice that it intends to exercise
      its option to extend the Term, then the Market Rent shall be determined by
      the following appraisal procedure:

            


    

    


    
      	
               
      

            	
              1.

            	
              Within
      five (5) days of the expiration of said fifteen (15) day period, Tenant
      shall give notice to Landlord, which notice shall specify the name and
      address of the appraiser designated by Tenant (the "Tenant's Appraisal
      Notice").  Landlord shall within five (5) days after receipt of
      Tenant's Appraisal Notice, notify Tenant of the name and address of the
      appraiser designated by Landlord.  Such two appraisers shall,
      within twenty (20) days after the designation of the second appraiser,
      make their determinations of the Market Rent in writing and give notice
      thereof to each other and to Landlord and Tenant.  Such two (2)
      appraisers shall have ten (10) days after the receipt of notice of each
      other's determination to confer with each other and to attempt to reach
      agreement as to the determination of the Market Rent.  If such
      appraisers shall concur in such determination, they shall give notice
      thereof to Landlord and Tenant and such concurrence shall be final and
      binding upon Landlord and Tenant.  If such appraisers shall fail
      to concur as to such determination within said ten (10) day period, they
      shall give notice thereof to Landlord and Tenant and shall immediately
      designate a third appraiser.  If the two appraisers shall fail
      to agree upon the designation of such third appraiser within five (5) days
      after said ten (10) day period, then they or either of them shall give
      notice of such failure to agree to Landlord and Tenant and if Landlord and
      Tenant fail to agree upon the selection of such third appraiser within
      five (5) days after the appraiser(s) appointed by the parties give notice
      as aforesaid, then either party on behalf of both may apply to the
      American Arbitration Association or any successor thereto, or on his or
      her failure, refusal or inability to act, to a court of competent
      jurisdiction, for the designation of such third
  appraiser.

            


    

     

    
      	
               
      

            	
              2.

            	
              All
      appraisers shall be independent real estate appraisers or consultants who
      shall have had at least seven (7) years continuous experience in the
      business of appraising real estate in the suburban Boston
      area.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      third appraiser shall conduct such hearings and investigations as he or
      she may deem appropriate and shall, within ten (10) days after the date of
      his or her designation, make an independent determination of the Market
      Rent.

            


    

    


    
      	
               
      

            	
              4.

            	
              If
      none of the determinations of the appraisers varies from the average of
      the determinations of the other appraisers by more than five (5%) percent,
      the average of the determinations of the three (3) appraisers shall be the
      Market Rent for the Premises.  If, on the other hand, the
      determination of any single appraiser varies from the average of the
      determinations of the three (3) appraisers by more than five (5%) percent,
      the average of the determination of the two (2) appraisers whose
      determinations are closest shall be the Market
  Rent.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      determination of the appraisers, as provided above, shall be conclusive
      upon the parties and shall have the same force and effect as a judgment
      made in a court of competent
jurisdiction.

            


    

    


    
      	
               
      

            	
              6.

            	
              Each
      party shall pay fees, costs and expenses of the appraiser selected by it,
      its own counsel fees, and one-half (1/2) of all other expenses and fees of
      any such appraisal.