**Exhibit 10.69**

**LEASE**

This lease (hereinafter “Lease”),entered into by and between KING REAL ESTATE CORPORATION, TRUSTEE OF THE 1238CHESTNUT STREET TRUST (hereinafter “Landlord”) and MFIC Corporation, a Delawarecorporation, with a present mailing address of 30 Ossipee Road, Newton, MA02464 (hereinafter “Tenant”).  Inconsideration of the rents, covenants and agreements hereinafter reserved andcontained on the part of Tenant to be observed and performed, Landlord demisesand leases to Tenant and Tenant leases from Landlord the following premisesupon the following terms, covenants and conditions.

**1.****                                     ****DEMISED PREMISES**

The demised premises locatedin the City of Newton, County of Middlesex, within buildings and propertycommonly known as the Chestnut Street Complex and referred to hereinafter asthe “Building”, consists of the 15,400 square feet (hereinafter “SQFT”) on the1st floor 30 Ossipee Road, 16,200 SQFT on the 2nd floor of Ossipee Road (the 1st  and 2nd floor rental space collectively being referredto as “30 Ossipee Road”), 192 SQFT next to the Boiler Room on the 1st Floor of1238 Chestnut Street (the “Chestnut Street Space”) and two areas in thebasement of Ossipee Road, comprised of 1,296 SQFT and 702 SQFT (referred to asthe “Basement Space”), which demised premises are shown on Exhibit A1 and A2,attached hereto (and are collectively referred to hereinafter as the “Premises”).

The Tenant shall have, asappurtenant to the Premises, the non-exclusive right and easement to use incommon with others entitled thereto (a) common areas in the Building and on theland on which it is located (said Building and land are hereinafter “Landlord’sProperty”) including without limitation, sidewalks, loading facilities,entrances and exits from public highways, lobbies, hallways and stairways andsuch other facilities available to all tenants of the Building as may bedesignated from time to time by the Landlord, (b) (i) The Tenant has thefollowing exclusive and non-exclusive right for Parking as shown in Exhibit “B”,which exclusive parking spaces shall be designated for Microfluidics use byLandlord’s provision of conspicuous marking or signage, and are comprised oftwenty two (22) parking spaces in rows 1 and 2 on the parking deck adjacent tothe Building (the “Deck Parking”) and eighteen (18) parking spaces in thebasement parking space beneath the Deck Parking (the “Basement Parking”),comprised of all parking spaces along the Ossipee Road wall and eight (8)parking spaces in the center row of the Basement Parking. Additionally,  the Tenant shall have the non-exclusive rightfor Parking in the first  seven (7)spaces of the third row of the Deck Parking to be shared on  a “first come first  served” basis, and (c)the pipes, ducts, conduits, utility likes, wires, sewerage system andappurtenant equipment serving the Premises; such rights shall always be subjectto the reasonable rules and regulations from time to time established byLandlord, provided such rules and regulations shall not materially interferewith Tenant’s Permitted Use (hereinafter defined) of the Premises.

EXCEPTED AND RESERVED toLandlord is the space necessary to install, maintain and operate, by means ofpipes, ducts, wires or otherwise those utilities and services required forLandlord’s Property, common facilities thereof and tenant premises (includingthe Premises). Landlord, its agents, contractors and employees shall have theright of access to and entry on the Premises for the purpose of suchinstallation, maintenance or operation of the purposes of making repairs,alterations or additions to the Premises or to the Building if Landlord soelects. Except in cases of emergency, Landlord shall exercise the foregoingrights in such a manner as not to interfere unreasonably with Tenant’s use of thePremises between the hours of 8:00 a.m. and 6-00 p.m. Monday through Friday andbetween the hours of 8:00 a.m. and 1 -00 p.m. on Saturday, excluding all legalholidays (hereinafter “Business Hours”). Landlord further reserves the right to change the street address and thename of the Building, (a) if required by the City of Newton, at any time andfrom time to time upon ninety (90) days prior notice to Tenant, withoutliability to Tenant. If the Landlord should otherwise wish to change the streetaddress and the name of the Building it may only do so upon mutual writtenagreement with the Tenant, at any time and from time to time upon ninety (90)days prior notice to Tenant.

**2.****                                     ****TERM**

Tenantshall hold the Premises for a term of Five (5) years (hereinafter the “Term”)commencing, November 1, 2006 (hereinafter the “Term Commencement Date”) andterminating October 31, 2011. It is understood that Tenant may 

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occupy the Basement Spaceand Tenant may occupy the Chestnut Street Space (as soon as it has been constructed)prior to the Term Commencement Date if both parties have signed this Leaseagreement.

**3.****             ****PREPARATION OF THE PREMISES**

***3.1.***         **Landlord’s Work**.  While the Premises will be leased as is, itis understood that Landlord agrees to perform any work for Tenant that Tenantrequires (including but not limited to building a laboratory, providingadditional structural support for second floor loading, provision of additionalelectrical service to the second floor, etc.) by March 31, 2007 (The “Landlord’sWork”).  Landlord shall pay for allcharges relating the Landlord’s Work that it performs or has performed at therequest of Tenant and Tenant will then reimburse Landlord for the entire costof such work amortized throughout the remainder initial Term of the Lease aftercompletion of the Landlord’s Work. Reimbursement will be made in equal monthlyinstallments with the Rent (as defined below) and will be considered asAdditional Rent (as defined below) under the terms of this Lease.  Said work shall be completed in accordancewith Tenant’s plans and specifications, Tenant’s approval of contracts, conductof work, work scheduling and shall be of first quality and in compliance withall relevant codes.

***3.2.           Premises Deemed Completed.***  ThePremises shall be conclusively deemed ready for Tenant’s occupancy andsubstantially completed as soon as in view of delays or defaults, if any, ofTenants of its contractors, as hereinafter specified, and the elevator,plumbing, air conditioning and electric facilities are initially available toTenant, in accordance with the obligations assumed by Landlord hereunder. Suchfacilities shall not be deemed to be unavailable if only minor or insubstantialdetails of construction, decoration or mechanical adjustments remain to be done.The Premises shall not be deemed to be unready for Tenant’s occupancy orincomplete if only minor or insubstantial details or construction, decorationor mechanical adjustments remain to be done in the Premises or any partthereof.

In the event the Premisesare not ready for occupancy, the Premises will be deemed substantiallycompleted and the Tenant’s obligations to pay Rent will commence if the delayin the availability of the Premises was caused; (1) by selection ofnon-building standard items, special work, changes, alterations or additionsrequired or made by Tenant, (2) in whole or in part by Tenant through the delayof Tenant in submitting any plans or (3) in whole or in part by delay ordefault on the part of the Tenant or its contractors or agents,

Landlord’s certificate ofsubstantial completion, given in good faith, or any other facts pertinent tothis Section 3, and upon issuance of occupancy permit by the City of Newton,shall be deemed conclusive of the statements therein contained and binding uponTenant. Any of Landlord’s Work in the Premises not fully completed by March 31,2007 shall thereafter be so completed with reasonable diligence by Landlord,and in such a manner so as not to interfere unreasonably with Tenant’s use ofthe Premises.

**3.3          *Conclusiveness of Landlord’sPerformance.***Landlord shall bedeemed to have performed all of its obligations under this Article 3 unless notlater than ninety (90) days after the Term Commencement Date, Tenant shall giveLandlord written notice specifying the respects in which Landlord has notperformed any such obligations.

**4*.            *RENT**

The fixed rent (hereinafter “FixedRent”) payable by the Tenant during the Term shall be the annual rent of **$389,496.00** per year **($32,458.00** permonth).

***$379,200.00***for31,600 SQFT at 30 Ossipee Road

***$    2,304.00*** for 192 SQFT next to Boiler Room (ChestnutStreet Space)

***$    7,992.00*** for 1,998 SQFT in the Basement (BasementSpace)

Tenant’s obligations to payFixed Rent shall begin on November 1, 2006 pro rated for any completion delays.

Tenant shall also pay asAdditional rent without notice, except as required under this Lease, andwithout any abatement, deduction or setoff, all sums, impositions, costs,expenses and other payments which Tenant in any 

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of the provisions of thisLease assumes or agrees to pay (the “Additional Rent”), and, in case of anynonpayment thereof, Landlord shall have in addition to any other rights andremedies, all of the rights and remedies provided by law or provided for in theLease for the nonpayment of Fixed Rent.

All rent payments are due inadvance without demand, deduction or set-off on the first day of each and everymonth during the Term and any extension or renewal thereof. Fixed Rent for anypartial month shall be prorated.

In the event any Fixed Rent,additional rent or any other payments are not paid within ten (10) businessdays of the due date thereof, Tenant shall be charged a late fee of $100.00 foreach late payment for each month or portion thereof that said payment remainsoutstanding. Said late fee shall be payable in addition to and not in exclusionof additional remedies herein provided to Landlord.

**5.*****             *****PLACE OF PAYMENT OF RENT**

All payments of rent shallbe made by Tenant to Landlord without notice or demand at such place asLandlord may from time to time designate in writing. The initial place forpayment of rent shall be 1238 Chestnut Street Trust, Inc., P.O. Box 113, NewtonUpper Falls, Massachusetts 02464-0113. Any extension of time for the payment ofany installment of rent, or the acceptance of rent after the time at which itis due and payable shall not be a waiver of the rights of Landlord to insist onhaving all other payments made in the manner and at the times herein specified.

**6.****             ****OPERATING EXPENSES AND REALESTATE TAXES**

a.               Operating Expenses

In the event that thetotal Operating Expenses (hereinafter defined) (commencing in calendar year of2006) for any calendar year increase above the Operating Expenses for calendaryear 2006 (hereinafter “Operating Expenses Base”). Tenant shall pay toLandlord, as additional rent hereunder, 25% of any share increase (hereinafter “ProportionateShare”). Landlord warrants that Tenant will occupy 25% of the total lease ablespace in the Property.

Landlord shall deliver toTenant approximately ninety (90) days after the close of each calendar year inwhich any portion of the Term may fall, an itemized statement setting forth:

a.)             The Operating Expenses for the precedingcalendar year;

b.)            The total amount of Tenant’s ProportionateShare of any increase in the Operating Expenses for the preceding calendar yearover the Operating Expenses Base; and

c.)             The balance, if any, due from or overpaid byTenant for the preceding calendar year.

Tenant shall pay to Landlordthe balance due from Tenant within thirty (30) days of the receipt of eachstatement. In the event such statement shows an overpayment by Tenant, Landlordshall refund the amount of such overpayment to Tenant, provided Tenant is notthen in default in the performance of any of its obligations under this Lease.

In addition, on the firstday of each month throughout the Term, Tenant shall pay to Landlord, on accounttowards Tenant’s Operating Expenses Base, one-twelfth of the total amountreasonably estimated by Landlord to be Tenant’s share thereof for the thencurrent calendar year.

Any payment due under thisArticle for any portion of a calendar year shall be appropriately prorated.Landlord shall have the same rights and remedies for the nonpayment by Tenantof any amounts due hereunder as Landlord has for the failure of Tenant to payrent.

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The term “Operating Expenses”shall mean all bona fide costs at customary rates for all services and itemssupplied to Landlord’s Property that are consistent with those provided atcomparable buildings located in Newton, Massachusetts, including withoutlimitation expenses for the following:

A.                                   Compensation and fringe benefits, workmen’scompensation, insurance premiums, wages and taxes paid to, for, or with respectto all persons directly engaged in operating, maintaining, or cleaning Landlord’sProperty, including the Common Areas. The Common Areas shall mean the portionsof Landlord’s Property for common use by or for the benefit of more than onetenant of the Building, including but not limited to stairways, elevators,interior corridors, basements, roof, and any common washrooms, toilets or otherpublic facilities, parking areas and sidewalks;

B.                                     All utilities and services, if any, furnishedand supplied to the Common Area;

C.                                     All utilities and services, if any, furnishedand supplied generally to tenants in the Building utilizing the Building’scommon systems;

D.                                    Cost of building cleaning supplies andequipment:

E.                                      Cost of maintenance, cleaning and repairs ofLandlord’s Property;

F.                                      Cost of snow removal and care of landscaping;

G.                                     Expense for, or on account of the repair orreplacement of equipment, , but not limited to, security, air-conditioning orheating equipment;

H.                                    Premium for any insurance carried by Landlordcovering Landlord’s Property, including but not limited to fire, casualty,rental interruptions and liability insurance; and

I.                                         Customary and reasonable management fees,which shall not exceed five (5%) percent of the gross rents for the Buildingper year.

Depreciation and costsincurred for the exclusive benefit of Landlord or a specific tenant shall notbe included in Operating Expenses.

***6.2          Real Estate Taxes*** In the event that the Real Estate Taxes(hereinafter defined) for any tax year increase above the Real Estate Taxes forthe fiscal tax year ending 2007 (hereinafter “Tax Base”), Tenant shall pay toLandlord as additional rent hereunder, its Proportionate Share (25%) of anysuch increase. Such payments shall be made in monthly installments on the firstday of each month.

Landlord shall deliver toTenant approximately ninety (90) days after the close of each tax year in whichany portion of the Term may fall, an itemized statement setting forth:

A.                                 The Real Estate Taxes for the precedingfiscal tax for the year 2007;

B.                                   The total amount of Tenant’s ProportionateShare of the increase in Real Estate Taxes for the preceding tax year; and

C.                                   The balance, if any, due from or overpaid byTenant for the preceding tax year.

Tenant shall pay to Landlordthe balance due from Tenant within thirty (30) days of the receipt of suchstatement shows an overpayment to Tenant, provided Tenant is not then indefault in the performance of any of its obligations under this Lease.

Any payment due under thisArticle for any portion of a tax year shall be appropriately prorated. Landlordshall have the same rights and remedies for the non-payment by Tenant of anyamounts due hereunder as Landlord has for the failure to Tenant to pay FixedRent.

The term “Real Estate Taxes”shall mean the sum of all taxes, rates and assessments, general and special,levied or imposed against the Building and Landlord’s Property and anyimprovements constructed thereon, including all taxes, rates and assessments,general and special, levied or imposed for school, public betterment, generalor 

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local improvements. If thesystem of real estate taxation shall be altered or varied and any new tax shallbe levied or imposed in the jurisdiction wherein Landlord’s Property islocated, then any such new tax or levy shall be included within the term “RealEstate Taxes” The amount of the Real Estate Taxes which shall be deemed to havebeen levied or imposed with respect to Landlords’ Property and improvementsshall be such amount as the legal authority imposing Real Estate Taxes shallhave attributed thereto. In the absence of such attribution or if such legalauthority shall include immovable other than Landlord’s Property andimprovements in imposing such Real Estate Taxes, then such amount shall beestablished by Landlord in Landlord’s reasonable judgment.

Inthe event that Landlord obtains an abatement, reduction or refund of any RealEstate Taxes for a tax period during which Tenant was obligated to pay a shareof the Real Estate Taxes, then Tenant shall receive its Proportionate Share of thenet proceeds of such abatement, reduction or refund, and any interest paid tothe Landlord on account of such abatement, reduction or refund, (afterdeduction of all reasonable costs, including legal and appraisal fees, incurredby Landlord in obtaining the same) but only to the extent and not in excess ofany payment made by Tenant for such taxes as required under this Article 6.Landlord shall be under no obligation to seek such an abatement, reduction orrefund. Tenant shall not contest by any proceedings the assessed valuation ofLandlord’s Property or any part thereof for purposes of obtaining a reductionof its assessment or of any taxes.

Tenantshall pay prior to delinquency, all municipal, county, state or federal taxeswhich shall be levied, assessed or due and unpaid on any leasehold interest, onany investment of Tenant in the Premises, or on any personal property owed,installed or used by Tenant, or on Tenant’s right to occupy the Premises.Notwithstanding anything to the contrary, Tenant shall have the right at itssole cost and expense to contest the validity of and to seek an abatement ofany of the foregoing taxes, excluding Real Estate Taxes.

**7.****             ****QUIET ENJOYMENT**

The Tenant, upon payment ofthe rent herein reserved and upon the performance of all the terms andconditions of this Lease, shall at all times during the Term and during anyextension or renewal term, peaceably and quietly enjoy the Premises without anydisturbance from Landlord or from any other person claiming through Landlord, subject,nevertheless, to the terms and conditions of this Lease and to the mortgageshereinafter mentioned.

**8.****             ****USE OF THE PREMISES**

A.                                   The Premises may be used by Tenant or itsassignees for the purpose of (1) receiving and shipping of research andmanufacturing equipment; (2) light manufacturing  and assembly of research equipment andconsumables and production-scale process equipment, performance testing ofcompleted process equipment as is currently performed on the Premises and suchlarger equipment and manufacturing as Tenant’s customers may require; (3)laboratory research and development work; and (4) general administrative officework; and for no other purpose (hereinafter referred to “Permitted Use”); (5)sales/marketing activities including presentation of technical seminars andbusiness meetings from time to time.

B.                                     The Tenant shall not at any time use oroccupy the Premises in violation of the certificate of occupancy or buildingpermit issued for the Building or any applicable zoning ordinance. Landlordrepresents and warrants that the statements in the Lease of the nature of thebusiness to be conducted on the Premises are lawful under the certificate ofoccupancy or building permit or is otherwise permitted by law.

**9.****             ****ALTERATIONS**

Except for those itemsspecified elsewhere herein, no structural alterations, additions orimprovements (hereinafter ‘‘Alterations’’) to the Premises shall be made byTenant without the prior written consent of 

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Landlord, which shall not beunreasonably withheld. Tenant shall not paint over interior sandblasted brickwalls. All work done in connection with any Alterations shall be done in a goodand workmanlike manner employing materials of good quality and in compliancewith all laws, rules, orders and regulations of governmental authorities havingjurisdiction thereof. If Tenant employs outside contractors for Alterations tothe Premises, Tenant shall be responsible to ensure that contractor abides byall reasonable procedures, rules and regulations as promulgated by theLandlord. Tenants shall indemnify and hold Landlord harmless from additionalcosts incurred in supplying services or repairing damage caused by Tenant’scontractors. Any such contractor shall be required to provide a certificate ofliability insurance in the amount of $1,000,000.00 to perform work within theBuilding.  Any Alteration made by Tenantafter such consent shall have been given, and any fixtures installed as partthereof shall, at Landlord’s option, become the property of Landlord upon theexpiration or other sooner termination of this Lease. The Tenant shall yield upthe Premises in good order and repair, reasonable wear and tear and damage byfire or casualty only excepted.

**10.****      ****MAINTENANCE AND REPAIR**

Except as otherwise providedin this Article and Articles 12 and 13, Landlord shall keep and maintain ingood order and repairing the common facilities and structural portions of theBuilding including but not limited to the roof, exterior walls, windows, floorslabs, columns, elevators, public stairways and corridors, lavatories andutility systems and equipment external to the Premises (specifically excludingany such equipment installed by or on behalf of Tenant) serving the Premises ofthe Common Areas.

The Tenant shall make allnon-structural repairs necessary to maintain the Premises in good order andrepair, including, without limitation, all glass, doors and all interiorutility systems and equipment serving solely the Premises exclusively andTenant shall return to Premises to Landlord at the end of the Term in goodcondition, reasonable wear and tear and damage by fire or other casualtyexcepted. Tenant shall also be responsible for the cost of any repairsnecessitated as the result of Tenant’s neglect, fault or excessive use ofdrainage facilities, or that of Tenant’s agents or employees.

All repairs made by eitherLandlord or Tenant shall be done in a good workmanlike manner in accordancewith all applicable laws.

**11.****      ****INSURANCE**

b.     Tenant’s Insurance.  The Tenant shall save Landlord harmless andindemnified from and against all injury, loss, claim or damage to any person orproperty while on the Premises or Landlord’s Property arising out of the use oroccupancy of the Premises by Tenant (unless caused by the act, neglect ordefault of Landlord, its employees, agents, licensees or contractors), and fromand against all injury, loss, claim or damage to any person or propertyanywhere on the Premises or Landlord’s Property occasioned by any act, neglector default of Tenant or of its employees, agents licensees or contractors. TheTenant shall maintain with respect to the Premises and Landlord’s Propertycomprehensive general liability and property damage insurance including thebroad form comprehensive general liability endorsement and a contractualliability coverage endorsement in amounts not less than $2,000,000.00 combinedsingle limit and an annual aggregate of at least $2,000,000.00. Such insuranceshall insure Landlord as well as Tenant against injury to persons or damage toproperty as herein provided.

The Tenant shall maintain,at its sole cost and expense, fire and extended coverage insurance for all ofits contents, furniture, furnishings, equipment, improvements, funds, personalproperty, floor coverings and fixtures located within or about the Premises,providing protection in an amount equal to One Hundred (100%) percent of theinsurable value of said items.

All of Tenant’s insuranceshall be with companies qualified to do business in Massachusetts, and shall beissued by insurance companies with a general policyholder’s rating of not lessthan A-13 and a financial rating of not less than Class X as rated in the mostcurrent ‘‘Best’s” Insurance Reports. Such insurance may be maintained by Tenantunder a blanket policy or policies so-called, provided the coverage affordedLandlord is 

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not reduced or diminished byreason of the use of such blanket insurance policy, and provided further thatthe requirements set forth herein are otherwise satisfied.

In the event this Lease isextended beyond the original term hereof, and every five years thereafter,Tenant shall, upon written notice thereof from Landlord, increase the amount ofthe liability insurance required hereunder to an amount, which is the greaterof:

a.The original amount of liability insurance required hereunder plus thatpercentage of said amount as is equal to the percent of increase, if any, inthe Consumer Price Index for all urban consumers for Boston, Massachusettspublished by the Bureau of Labor Statistics, U.S. Department of Labor (Index)as at the date of the required increase in liability insurance hereunder overthe said Index as at the Term Commencement Date; or

b.The amount of liability insurance, as reasonably determined by Landlord,required in similar buildings in the Boston area.

The Tenant shall depositwith Landlord certificates of insurance that it is required to maintain underthis Lease, at or prior to the Term Commencement Date, and thereafter, withintwenty (20) days prior to the expiration of each such policy. Such policiesshall provide that the policies may not be changed or canceled without at least(20) days’ prior written notice to Landlord.

The Tenant covenants that inthe event it keeps upon the Premises or Landlord’s Property any substance ofdangerous, inflammable or explosive characters or makes any use of the Premiseswhich increases the rate of insurance on the Premises or Landlord’s Property,Tenant shall promptly pay to Landlord upon demand any such increase resultingthere from, which shall be due and payable as additional rent hereunder.

***11.2.******                        ******Landlord’s Insurance.***

Landlord shall maintain fireand extended coverage insurance on the Building (including the work performedunder Section 3.1 herein) providing protection in any amount reasonably determinedby Landlord to be adequate.

***11.3.******                        ******Waiver of Subrogation.***

Any insurance carried byeither party with respect to the Premises or property therein or occurrencesthereon shall, if it can be so written without additional premium or with anadditional premium, which the other party agrees to pay, include a clause orendorsement denying to the insurer rights of subrogation against the otherparty. Neither Landlord nor Tenant shall be liable to the other or to anyinsurance company (by way of subrogation or otherwise) insuring the other partyfor any loss or damage to any building, structure or other tangible property,or any resulting loss of income, or losses under worker’s compensation laws andbenefits, even though such loss or damage might have been occasioned by thenegligence of such party, its agents or employees if any such loss or damage iscovered by insurance benefiting the party suffering such loss of damage or wasrequired to be covered by insurance pursuant to this Lease.

**12.****                                  ****DAMAGE TO THE PREMISES**

12.1.        ***Landlord’s Right toTerminate.***  If morethan 30% of the net rentable square feet portion of the Premises or theBuilding is substantially damaged by fire or other casualty in a manner thatwould affect Tenant’s leasehold interest and ability to conduct its business,Landlord may terminate this Lease as of the date of such damage by givingTenant written notice of such termination within sixty (60) days of such fireor casualty.

12.2.        ***Landlord’s Obligation toRepair. ***In the eventthat Landlord elects not to terminate this Lease as aforesaid, then this Leaseshall continue in full force and effect and Landlord shall promptly repair thedamage and restore the Premises, excluding Tenant’s personal property,fixtures, furniture, equipment and floor coverings, to substantially thecondition thereof immediately prior to such damage. Landlord’s obligation torepair such damage and restore the Premises shall be limited to the extent ofthe insurance proceeds and made available to Landlord. Landlord 

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shall not be liable for anyinconvenience or annoyance to Tenant or injury to the business of Tenantresulting from delays in repairing such damage.

12.3**.        *Rent Abatement.***For so long as such damage renders the Premises or a portion thereofunsuitable for the Permitted Use, a just and proportionately abatement of FixedRent, Operating Expenses and Real Estate Taxes shall be made.

12.4. ***Tenant’sOption to Terminate***. If the Premises are in Tenant’sreasonable judgment  renderedsubstantially unsuitable for the Permitted Use, then Tenant may elect to terminate this Lease prior to the time suchdamage is repaired if an only if:

a.               The Landlord fails to give written noticewithin sixty (60) days of said fire or casualty of its intention to restore thePremises; or

b.              The Landlord fails to restore the Premises toa condition suitable for the Permitted Use within one hundred twenty (120~ daysof said fire or casualty, provided such failure is not due to the action orinaction of Tenant, its employees or agents, or causes beyond the reasonablecontrol of Landlord.

Tenantshall exercise its option to terminate by giving written notice to Landlordwithin thirty days after Landlord’s failure to notify or failure to restore, asspecified above.

***12.5. Definitions.*** The term “substantial damage” as used herein shall referto damage of such character that the same cannot in the ordinary course bereasonably expected to be repaired within ninety (90) days from the time thatsuch work would commence.

**13.****                                  ****EMINENT DOMAIN**

In the event that the wholeof the Premises or Landlord’s Property shall be lawfully condemned or taken inany manner for public or quasi-public use, this Lease shall forthwith terminateas of the date of divesting of Landlord’s title.

In the event that only apart of the Premises or Landlord’s Property shall be so condemned or taken,then, if such condemnation or taking is Substantial as hereinafter defined,either Landlord or Tenant may by delivery of notice in writing to the otherwithin sixty (60) days following the date on which Landlord’s title has beendivested by such authority, terminate this Lease. “Substantial” shall mean anycondemnation or taking which:

a.               Results in the loss of reasonable access tothe Premises;

b.              Results in the loss of Tenant of twenty-five(25%) percent or more of the floor area of the Premises; or

c.               Results in loss of facilities in the Buildingthat supply heat, air conditioning, water, drainage, plumbing, electricity orother utilities to Premises.

If this Lease is notterminated as aforesaid or if such condemnation or taking is not substantial,then this Lease shall continue in full force and effect except that the FixedRent, Operating Expenses and Real Estate Taxes shall be equitably abated as of the date of divesting of title. Landlordshall, with reasonable diligence and at its expense, restore the remainingportion of the Premises as nearly as practicable to the same condition as itwas prior to such condemnation or taking. Landlord’s obligation to restore theremaining portion of the Premises shall be limited to the extent of thecondemnation proceeds made available to Landlord.

In the event of anycondemnation or taking, Landlord shall be entitled to receive the entire awardin the condemnation proceedings, including any award made for the value of theestate vested by this Lease in Tenant, and Tenant hereby expressly assigns toLandlord any and all right, title and interest of Tenant now or hereafterarising in or to any such award or any part thereof. Notwithstanding the foregoing,Tenant shall have the right to bring a separate condemnation proceeding forrelocation expenses, unamortized leasehold improvements paid for by Tenant andtrade fixtures payable in the manner and extent as, and if, provided by law.

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**14.****                                                          ****LANDLORD’S SERVICES**

14.1 ***ElectricCurrent***

a.             There is a separate electric meter (meters) formeasuring electricity furnished to the Premises. Tenant shall contract with thecompany supplying electric current for the purchase and obtaining by Tenant ofelectrical current directly from such company, which shall be billed directlyto, and paid for by, Tenant. This shall include all current used in thePremises, including but not limited to all electricity used for lighting,office equipment and machines.

b.             If Tenant shall require electrical current for use inthe Premises in excess of the present capacities and if in Landlord’sreasonable judgment, Landlord’s facilities are inadequate for such excessrequirements or such excess requirements will result in an additional burden onthe Building systems and additional cost to Landlord on account thereof, thenLandlord shall upon written request and at the sole cost and expense of Tenant,furnish and install such additional wires, conduits, feeders, switchboards andappurtenances as reasonably may be required to supply such additionalrequirements of Tenants, provided current therefore is available to Landlord,and provided further that the same shall be permitted by applicable laws andinsurance regulations and shall not cause permanent damage to the Building orthe Premises, cause or create a dangerous or hazardous condition, entailexcessive or unreasonable alterations or repairs, or interfere with or disturbother tenants or occupants of the Building. Tenant shall reimburse Landlord ondemand for all costs incurred by Landlord on account thereof.

c.             Tenant, at Tenant’s expense, shall purchase and installall replacement lamps (including, but not limited to, incandescent andfluorescent lights) used in the Premises.

d.             Landlord shall not in any way be liable to Tenant forany loss, damage or expense which Tenant may sustain or incur if the quantity,character or supply of electrical energy is changed or is no longer availableor suitable for Tenant’s requirements.

e.             Tenantagrees that it shall not make any material alterations or material addition tothe electrical equipment or appliances in the Premises without obtaining theprior written consent of Landlord in each instance, which consent will not beunreasonably withheld, and Tenant shall promptly advise Landlord of any otheralterations or addition to such electrical equipment appliances.

*14.2. Water*. Landlord shall furnish cold water to thePremises or to a common area lavatory and drinking purposes. If Tenant requiresuses or consumes water for any purpose other than for the aforementionedpurposes, Landlord may (a) assess a reasonable charge for the additional waterused or consumed by Tenant; or (b) install a water meter and thereby measureTenant’s water consumption for all purposes. In the latter event, Landlordshall pay the cost of the meter and the cost of installation thereof and shallkeep said meter and installation equipment in good working order and repair.Tenant agrees to pay for water consumed, as shown on said meter, together withthe sewer use charge based on said meter charges as and when bills arerendered. On default in making such payment, Landlord may pay such charges andcollect the same from Tenant as additional rent hereunder. All piping and otherequipment and facilities for use of water outside the Building core will beinstalled and maintained by Landlord at Tenant’s sole cost and expense.

*14.3. Gas**.***Landlord shall furnish any and all equipment  for the purpose of heating and airconditioning the Premises both during Tenant’s normal Business Hours, andTenant shall pay, as additional rent hereunder, all costs in connectiontherewith. Landlord shall effect any necessary repairs or replacement of suchequipments, while Tenant shall assume responsibility for any service contractsfor such equipment and all customary maintenance and service costs associatedtherewith. If Tenant shall pay for repairs or replacement that is not withinthe scope of the customary service and maintenance then Landlord shall reimburseTenant for such costs in a timely manner after presentation of paid invoicesfor such expense.

***14.4. Interruption orCurtailment of Services.*** Landlord reserves the right, with notice, to interrupt, curtail, stopor suspend (a) the furnishing of elevator and other services, and (b) theoperation of the plumbing and electric systems whenever necessary for repairs,alterations, replacements or improvements desirable or necessary to be made inthe reasonable judgment of Landlord or whenever necessary due to accident oremergency, difficulty or inability in securing supplies or labor strikes, orany other cause beyond the reasonable 

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control of Landlord, whethersuch other cause be similar or dissimilar to those hereinabove specificallymentioned, until said cause has been removed. Except when caused by the grossnegligence of Landlord or where such interruption, curtailment, stoppage orsuspension continues for more than five (5) days there shall be no diminutionor abatement of rent or other compensation due from Tenant to Landlordhereunder, nor shall this Lease be affected or any of Tenant’s obligationshereunder reduced, and Landlord shall have no responsibility or liability forany such interruption, curtailment, stoppage or suspension of services orsystem, except that Landlord shall exercise all due diligence to eliminate thecause of same.

***14.5. EnergyConservation.***Notwithstanding anything to the contrary contained in this Lease, Landlord mayinstitute such reasonable policies, programs or measures as may be necessary,required or expedient for the conservation and/or preservation of energy orenergy services, provided either the majority of similar buildings in Newton,Massachusetts are subject to similar policies, programs or measures, or such arenecessary or required to comply with applicable governmental codes, rules,regulations or standards.

**15.****                                  ****ACCESS**

The Buildings shall remainopen during all Business Hours, except as provided herein, and Tenant’sservants, employees, agents and business invitees shall have the free anduninterrupted right of access in common with others entitled thereto to thePremises during Business Hours. Subject to reasonable security measures, Tenantand its employees shall have access to the Premises at all other times.

**16.****                                  ****SUBLEASE AND ASSIGNMENT**

***16. 1. Generally.*** Other than sublets or tenancies at willcurrently in effect with Tenant, Tenant shall not voluntarily, involuntarily orby operation of law assign, transfer, mortgage or otherwise encumber the Leaseor any interest of Tenant therein, in whole or in part of the Premises orpermit the Premises or any part thereof to be used or occupied by others,without the prior written consent of Landlord. Any subletting or assignmentpursuant to this Article shall be subject to and conditioned upon thefollowing:

a.               At the time of any proposed subletting orassignment, Tenant shall not be in default under any of the terms, covenants orconditions of this lease;

b.              The sub-lessee or assignee shall occupy onlythe Premises and conduct its business in accordance with the Permitted Use;

c.               Prior to occupancy, Tenant and its assigneeor sub-lessee shall execute, acknowledge and deliver to Landlord a fullyexecuted counterpart of a written assignment of lease or a written sublease, asthe case may be, by the terms of which:

1.               In case of an assignment, Tenant shall assignto such assignee Tenant’s entire interest in this Lease, together with allprepaid rents hereunder, and the assignee shall accept said assignment andassume and agree to perform directly for the benefit of Landlord all of theterms, covenants and conditions of this Lease on Tenant’s part to be performed;or

2.               In case of a subletting, the sub-lesseehereunder shall agree to be bound by an to perform all of the terms, covenantsand conditions of this Lease on the Tenant’s part to be performed, except thepayments or rents, charges and other sums reserved hereunder, which Tenantshall continue to be obligated to pay and shall pay to Landlord;

d.              Tenant shall pay to Landlord monthly one-halfof the excess of the rents and other charges received by Tenant pursuant to theassignment or sublease over the rents and other charges reserved to Landlordunder this Lease attributable to the space assigned or sublet;

e.               Tenant shall acknowledge that,notwithstanding such assignment or sublease and consent of Landlord thereto,Tenant shall not be released or discharged from any liability whatsoever underthis Lease and will continue to be liable with the same force and effect as thoughno assignment or sublease had been made; and

f.                 Tenant shall pay to Landlord the sum of FiveHundred ($500) Dollars to cover Landlord’s administrative costs, overhead andattorneys’ fees in connection with each such assignment or subletting.

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***16.2. Landlord’sConsent.***Landlord shall not unreasonably withhold its consent to a proposed transfer,sublease or assignment pursuant to the preceding Section 16.1. Landlord’sfailure to consent shall be deemed unreasonable if the conditions set forth in Subsections16.1 (a) - (f) are met and if:

a.                                      The proposed assignment or subletting is tobe made to a parent, subsidiary or successor corporation in connection with thereorganization of Tenant. to a partnership of which Tenant is a generalpartner, or with respect to a sale of Tenant’s stock or assets or merger withanother entity, provided with net worth of such successor is at least equal tothe net worth of Tenant as of the Term Commencement Date and the successor hasa good reputation in the community; or

b.                                     The proposed assignee or subtenant has a goodcredit rating, which shall be at least equal to that of Tenant as of the TermCommencement Date, and demonstrable ability to comply with the terms andconditions of this Lease, a good reputation in the community and the proposeduse by such subtenant or assignee (even though Permitted Use) could not inLandlord’s reasonable opinion be expected to detract from the character of theBuilding at the time of the proposed assignment or sublease.

*16.3.****No. Waiver**.***The consent by Landlord to an assignment or subletting shall not in anyway be construed to relieve Tenant from obtaining the express consent ofLandlord to any further assignment or subletting for the use of all or any partof the Premises, nor shall the collection of rent by Landlord from anyassignee, sub lessee or other occupant after default by Tenant be deemed awaiver of this covenant or the acceptance of such assignee, sub lessee oroccupant as tenant or a release of Tenant from the further performance byTenant of the obligations in this Lease on Tenant’s part to be performed.

**17.****                                  ****SUBORDINATION**

This Lease is subject andsubordinate to any ground leases and real estate mortgages to any lender priorto or subsequent to the date to execution and delivery of this Lease and to allrenewals, modifications, consolidations, replacements or extensions thereof,provided that each such ground lessor or mortgagee enters into an agreementrecognizing Tenant under this Lease and providing that, in the event offoreclosure, Tenant shall remain undisturbed under this Lease if Tenant is notin default under any of the terms and conditions of the Lease. In confirmationof the foregoing, Tenant shall, upon the request of Landlord, promptly executeand deliver all such instruments as may be appropriate to subordinate thisLease to any mortgages securing notes issued by Landlord and to all advancesmade there under and to the interest thereon and all renewals, replacements andextensions thereof. At the request of Landlord, Tenant shall join in asubordination agreement requested by any mortgagee who desire to subordinateits mortgage to this Lease, provided, however, that the provisions of saidmortgage relating to the receipt and application of insurance proceeds and condemnationawards shall in no event be subordinated to this Lease.

**18.****                                  ****TENANT’S COVENANTS**

The Tenant covenants andagrees as follows:

a.     Tenant shall perform promptly all of theobligations of Tenant set forth in this Lease, and shall pay when due all Rent,Fixed or additional, and all charges which by the terms of this Lease are to bepaid by Tenant.

b.     Tenant shall use the Premises only for thePermitted Use, as set forth in Article 8.

c.     Tenant shall pay all costs on demand forall loss or damage suffered or incurred by Landlord caused by any nuisance orneglect suffered on the Premises or Landlord’s Property due to Tenant to itsagents, employees, invitees or assignees.

d.     Tenant shall keep the interior of thePremises neat and in good order, repair and condition, shall keep all interiorglass in good condition and shall replace any exterior glass broken by Tenant,its employees or agents with glass of the same quality.

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e.     Tenant shall permit Landlord and its agentsto examine the Premises at reasonable times and upon reasonable notice toTenant and to show the Premises to prospective tenants commencing one yearprior to the expiration of this Lease, unless and until Tenant shall haveprovided Landlord with notice of its intention to extend the Term hereof, inaccordance with the provisions Section 36 herein below.

f.      Tenant shall pay all costs for utilitiesthat are not supplied by Landlord that are charged directly to Tenant by anyutility company.

g.     Tenant shall comply with all federal, stateand municipal laws, codes and regulations and governmental health, safety andpolice requirements and obtain all required licenses and permits relating tothe Premises or Tenant’s use thereof.

h.     Tenant shall cause any furniture, equipmentor supplies to be moved in our out of the Building only upon the elevatordesignated by Landlord of that purpose and then only during such hours as maybe established by Landlord.

i.      Tenant shall not injure, overload, defaceor otherwise harm the Premises or Landlord’s Property, commit any nuisance,permit the emission of any objectionable odor or noise from the Premises, makeany use of the Premises or Landlord’s Property which will increase the cost ofLandlord’s insurance (unless Tenant pays for any such increased cost), store ordispose of trash or refuse on or otherwise obstruct the driveways, walks,halls, parking areas or other common areas.

j.      Tenant shall not suffer or permit strip orwaste.

k.     Tenant shall not permit any use that may bedeemed obnoxious to any other tenants in the Building or create a public orprivate nuisance.

l.      Tenant shall not place or maintain anymerchandise, vending machines or other articles for the sale of goods orservices on any sidewalk or ways adjacent to the Premises, or elsewhere on theexterior or in the interior of the Premises, except for sole us of companyemployees within the demised Premises.

m.    Tenant shall not conduct any auction, fire,bankruptcy or going-out-of-business sale without the approval of Landlord,which shall not be unreasonable witheld, nor use or permit the use of any soundapparatus for reproduction or transmission of music or sound that is audiblebeyond the physical interior of the Premises.

n.     Tenant shall not install any window airconditioning unit in or upon the Premises.

o.     At the expiration of the term or earliertermination of this Lease, Tenant shall surrender all keys to the Premises,remove all of its trade fixtures and personal property in the Premises and allTenant’s signs and signage wherever located, repair all damage caused by suchremoval and yield up the Premises (including all Alterations made by Tenant),subject to Article 9 of this Lease, broom-clean and in the same good order andrepair in which Tenant is obliged to keep and maintain the Premises by theprovisions of the Lease. Any property not so removed shall be deemed abandonedand may be removed and disposed of by Landlord in such manner as Landlord shalldetermine and Tenant shall pay Landlord the entire cost and expense incurred byit for such removal and disposition and in making any incidental repairs andreplacements to the Premises.  Tenantshall also pay for the use and occupancy of the Premises during performance ofits obligations under this Article.

p.     Tenant shall not place a load upon anyfloor of the Premises or building exceeding the floor load per square foot areawhich such floor was designed to carry or structurally reinforced to permit andwhich is allowed by law. Business machines and mechanical equipment shall beplaced and maintained by Tenant at Tenant’s expense in settings sufficient toabsorb and prevent vibration, noise and annoyance. Any moving of such equipmentshall be at the sole risk and hazard of Tenant and Tenant shall indemnify andsave Landlord harmless against and from any liability, loss, injury, claim orsuit resulting directly or indirectly from such moving.

q.     Other than existing installed signs, Tenantshall not place any signs or other forms of advertising on or about theexterior of the Premises or the Building, upon any sidewalks or ways adjacentto the Building or within the interior of the premises that are visible fromthe exterior of the Building with out the prior written consent of Landlordwhich shall not be unreasonably withheld. No signs shall be affixed in anymanner to the windows of the Premises. Tenant shall hang it own drapes 

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orblinds which, when viewed from the exterior of the Building shall be white,whether the drapes or blinds are open or drawn closed.  Landlord acknowledges that Tenant’s presentsignage is acceptable and may remain throughout this Lease.

**19.****                                  ****EVENTS OF DEFAULT**

The following shall bedeemed to be defaults hereunder:

a. If Tenant shall fail topay the Fixed Rent, Operating Expenses or Real Estate Taxes when due hereunderand such failure continues for more than ten (10) business days after the datedue, or if Tenant fails to pay any other charges provided for hereunder andsuch failure continues for more than ten (10) business days after writtennotice from Landlord designating such failure; or

b. If Tenant shall fails tocomply with any other material obligation or covenant hereunder and suchfailure continues for more than thirty (30) days after written notice fromLandlord to Tenant specifying such failure. Notwithstanding the foregoing, ifsuch failure by its nature cannot be cured within thirty (30) days, Tenantshall be given such additional time as is reasonably necessary, provided Tenanthas commenced diligently to correct said failure and thereafter diligently pursuessuch correction to completion; or

c. If any assignment shallbe made by Tenant or any guarantor of this Lease for the benefit of creditors;or

d.              If Tenant’s leasehold interest shall be takenon execution; or

e.     If a lien or other involuntary encumbranceis filed against Tenant’s leasehold interest to Tenant’s other property, whichis not discharged or bonded against within forty five (45) days thereafter; or

f.      If a petition is filed by or againstTenant (not discharged within 45 days) of the Lease for adjudication as abankrupt, or for reorganization or an arrangement under any provision of theFederal Bankruptcy Code as then in force and effect (not discharged with sixty(60) days from the filing of such petition) ; or

g.     If a receiver has been appointed for anypart of Tenant’s property.

 

**20.****                                  ****RIGHTS OF LANDLORD UPONTENANT’S DEFAULT.**

***20.1 Landlord’sRemedies.*** Inthe event any material default shall occur (notwithstanding any waiver, licenseor indulgence granted by Landlord with respect to the same or any other defaultin any former instance), Landlord shall have the right, then or at any timethereafter, at its sole election either:

a.     To terminate this Lease by written noticeto Tenant, which termination shall take effect on the date of Landlord’s dispatchof said notice or on any later date (on or prior to the expiration of thethen-current portion of the Term) specified in Landlord’s termination notice;or

b.     To enter upon and take possession of thePremises (or any part thereof in the name of the whole) without demand ornotice, and repossess the same as of the Landlord’s former estate, expellingTenant and those claiming under Tenant, forcibly if necessary, without beingdeemed guilty of any manner of trespass and without prejudice to any otherremedy for any default hereunder.

 

Landlord’srepossession of the Premises under this Article shall not be construed toeffect a termination of the Lease, unless Landlord sends Tenant a writtennotice of termination as required hereunder.

*20.2. Re-letting**.***Landlord shall havethe right (as its sole election and whether or not this Lease shall beterminated under Section 20.1) to re-let the Premises or any part thereof forsuch period or periods (which may extend beyond the Term and at such rent orrents and upon such other terms and conditions as Landlord may deem advisable,and in connection with any such re-letting,

*20.3. Removal of Goods**.***If Landlord shall terminate this Lease or take possession of the Premises byreason of a default, Tenant, and those claiming under Tenant, shall forthwithremove their goods and effects from the Premises within thirty (30) businessdays of receipt of a notice of termination or Landlord’s taking possession. IfTenant or any such claimant shall fail so to remove forthwith, Landlord,without liability to 

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Tenant or to those claimingunder Tenant, may remove such goods and effects and may store the same for theaccount of Tenant or of the owner thereof in any place selected by Landlord or,at Landlord’s sole election, Landlord may sell the same at public auction or atprivate sale on such terms and conditions as to price, payment and otherwise asLandlord, in its sole judgment, may deem advisable. Tenant shall have the rightto reimburse itself from the proceeds of any such sale for all such costs paidor incurred by Landlord. If any surplus sale proceeds shall remain after suchreimbursement, Landlord may deduct from such surplus any other sum due toLandlord hereunder and shall pay over to Tenant the remaining balance of suchsurplus sale proceeds, if any.

*20.4. Current Damages**.***No termination or repossession provided for in Section 20.1 shall relieveTenant (or any guarantor of Tenant’s obligations hereunder) of its liabilitiesand obligations hereunder or under its instrument of guarantee, all of whichshall survive such termination or repossession. In the event of any suchtermination or repossession, Tenant shall pay Landlord, in advance, on thefirst day of each month (and pro rata for the fraction of any month) for whatwould have been the entire balance of the original Term or of the then currentextension period, one-twelfth of the Annual Rental for the Premises, as definedin Section 20.5 hereof, less the proceeds (if any) of any re-letting of thePremises which remain after deducting Landlord’s expenses in connection withsuch re-letting. Such expense shall include, without limitation, removal,storage and the cost of painting and refurbishing the Premises and attorneys’and brokers’ fees.

*20.5. Annual Rental.*The Annual Rental for the Premises shall be the total of (a) the FixedRent including Tenant’s Share of Real Estate Taxes and Operating Expenses, andall other charges payable by Tenant (whether or not to Landlord) for the leaseyear ending next prior to such termination or repossession; (b) the cost ofheating the Premises to prevent the freezing of pipes while the Premisesremains vacant; (c) any increase in the premiums payable by Landlord for anyinsurance coverage maintained with respect to the Premises while the Premisesremains vacant, if the increases are attributable to the vacancy of thePremises; (d) the cost of any repairs to the Premises which become necessaryduring the vacancy of the Premises and which would have been required of Tenantunder the Lease if the Lease had not been terminated; and (e) the cost of anyrepairs to the Premises which, notwithstanding that they became necessarybecause of the acts of some other person(s), would probably not have becomenecessary if the Premises had not been vacant.

*20.6. Liquidated Damages.* In lieu of any other damages or indemnityand in lieu of full recovery by Landlord of all sums payable under all theforegoing provisions of this Article, Landlord may by written notice to Tenant,at any time after termination of this Lease or repossession of the Premiseselect to recover, and Tenant shall thereupon pay, liquidated damages. Theliquidated damages shall be equal to (a) the aggregate of the Fixed Rent andadditional rent accrued in the twelve months ended next prior to suchtermination or repossession; plus (b) the amount of rent of any kind accruedand unpaid at the time of termination or repossession; and less (c) the amountof any recovery by Landlord under the foregoing provision of this Article up tothe time of payment of such liquidated damages. Notwithstanding the foregoing,the liquidate damages shall never be more than the Fixed Rent and additionalrent due for the remainder of the Term. Nothing contained in this Lease shall,however, limit or prejudice the right of Landlord to prove for and obtain inproceedings for bankruptcy or insolvency by reason of the termination of thisLease, an amount equal to the maximum allowed by any statute or rule of law ineffect at the time when, and governing the proceedings in which, the damagesare to be proved, whether or not the amount be greater, equal tom, or less thanthe amount of the loss or damages referred to above.

*20.7. Remedies Cumulative**.***   Any and all rights and remedies whichLandlord may have under this Lease and at law and equity shall be cumulativeand shall not be deemed inconsistent with each other, and any two or more ofall such rights and remedies may be exercised at the same time insofar aspermitted by law.

*20.8. Landlord’s Right to CureDefaults.* Landlordshall have the right but not the obligation, to cure at any time and withoutnotice, any default by Tenant under the Lease. Whenever Landlord so elects, allcosts and expenses incurred by Landlord, including reasonable attorney’s feesfrom curing a default, shall be paid by Tenant to Landlord on demand, asadditional rent hereunder, together with lawful interest thereon from the dateof payment by Landlord to the date of payment Tenant.

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*20.9. Costs of Enforcement**.***Tenant shall pay, within seven (7) business days after receipt of Landlord’sbill therefore, reasonable costs and expenses (including without limitationreasonable attorneys’ fees) incurred by Landlord, in enforcing Tenant’sobligations or Landlord’s rights under this Lease.

**21.****                                  ****NO WAIVER: NO ACCORD ANDSATISFACTION**

*21.1. No Waiver.*  Anyconsent or permission by Landlord or Tenant to any act or omission whichotherwise would be a default hereunder or any waiver by Landlord or Tenant ofthe terms, covenants or conditions herein, shall not in any way be held orconstrued to operate so as to impair the continuing obligation of any term,covenant or condition herein, or to permit any similar acts or omissions. Thefailure of Landlord to seek redress for a violation of, or to insist upon thestrict performance of, any covenant, condition or obligation of this Leaseshall not be deemed a waiver of such violation nor prevent a subsequent act,which would have originally constituted a violation, from having all the forceand effect of an original violation. The receipt by Landlord of any rent withknowledge of any default hereunder shall not be deemed to have been a waiver ofsuch default, unless such waiver is in writing signed by the Landlord.

*21.2.****NoAccord and Satisfaction.*   No acceptance by Landlord of alesser sum than any sum due under any provision of this Lease shall be deemedto be other than on account of the earliest installment of such sum due, norshall any endorsement or statement on any check or letter accompanying anycheck or payment be deemed an accord and satisfaction, and Landlord may acceptsuch check or payment without prejudice to any rights to recover the balance ofsuch installment or pursue any other remedy in this Lease provided.

**22.****                                  ****RECORDING**

The Landlord and Tenantagree not to record this Lease, but each party agrees, on request of the other,to execute, acknowledge and deliver a notice of lease in recordable form, whichmay be recorded with Middlesex South District Registry of Deeds. Such noticeshall expressly state that it is executed pursuant to the terms of this Leaseand is not intended to vary the terms and conditions of this Lease, and in noevent shall such notice set forth the rent or other charges payable by Tenantunder this Lease.

**23.****                                  ****LANDLORD’S LIABILITY**

Landlord shall not be liablefor any breach of covenant during the Term unless the same shall occur duringand within the period of time that it is the owner of and in possession ofLandlord’s Property. In no event and under no circumstances shall Landlord beliable to Tenant for any consequential damages in connection with any act ofLandlord, its agents or servants. The placement by Tenant of any goods, waresand merchandise in the Premises or any areas within Landlord’s Property shallbe at the sole risk and hazard of Tenant. Notwithstanding anything to thecontrary contained in this Lease, it is specifically understood and agreed thatthe monetary liability of Landlord hereunder shall be limited to its equity inthe Premises in the event of a default under this Lease by Landlord. Infurtherance of the foregoing, Tenant hereby agrees that any judgment it mayobtain against Landlord as a result of a breach of any of the terms, covenantsor conditions hereof shall be enforceable solely against Landlord’s fee interestin the Premises.

**24.****                                  ****FORCE MAJEURE**

In any case where eitherparty is required to do any act, the time for the performance thereof shall beextended by a period equal to any delay caused by or resulting from Acts ofGod, war, civil commotion, fire or other casualty, labor difficulties, shortageof labor, materials or equipment, governmental regulations, or other causesbeyond such party’s reasonable control, whether such times are designated by afixed time or a “reasonable time” This clause shall not be applicable to anypayment of rent or other charges due from Tenant to Landlord.

**25.****                                  ****MECHANICS LIENS**

The Tenant shall not permitany mechanics’ or material men’s or other liens to stand against the Premises,the Building or Landlord’s Property for any labor or materials furnished Tenantin connection with work of any character performed on the Premise by, for, orat the direction of Tenant. Any such lien shall be discharged by payment infull within then (10) business days thereafter or by filing of the bondrequired by law. If Tenant 

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fails to discharge any suchlien, Landlord may do so at Tenant’s expense and Tenant shall reimburseLandlord for any expense or cost incurred by Landlord in connection therewith,within fifteen (15) business days of receipt of Landlord’s bill therefore.

**26.****                                  ****ESTOPPEL CERTIFICATE(S)**

Tenant shall, at any timeduring the Term, within ten (10) days after Landlord’s request therefore,delivery a duly executed and acknowledge written instrument to Landlord to aperson or entity specified by Landlord in a form reasonably satisfactory toLandlord certifying  to the extentaccurate:

a.     That the Lease is unmodified and in fullforce and effect, or, if there has been any modification, that the same is infull force and effect, as modified and stating any such modification;

b.     Whether or not there are any existingsetoffs or defenses against the enforcement of any of the terms, agreements,covenants and conditions of the Lease and any modifications thereof on the partof Tenant to be performed or complied with, and if so, specifying the same; and

c.     The date to which Fixed Rent and alladditional rent and other charges have been paid.

It is intended that any estoppel certificates delivered byTenant pursuant to this Article may be relied upon by any other party with whomLandlord may be dealing.

The failure by Tenant to deliver timely the estoppelcertificates shall constitute as to any person entitle to rely upon suchstatements an acknowledgment that the Lease is unmodified and in full force andeffect and a waiver of any defaults which may exist prior to the date of suchnotice. In the event of such failure, Tenant also authorizes Landlord to act asTenant’s attorney-in-fact to prepare and deliver such certificate on Tenant’sbehalf, and Tenant shall be deemed bound thereby to the party to whom suchcertificate is sent, upon Landlord’s furnishing a copy of the certificate toTenant.

**27.****                                  ****DEFINITIONS**

The words “Landlord” and “Tenant”as used herein shall include their respective heirs, executors, administrators,successors, representatives, assigns, invitees, agents, and servants. The words“it”, “he” and “him” where applicable apply to the Landlord or Tenantregardless of gender, number, corporate entity, trust or other body. If morethan one party signs this Lease as Tenant, the covenants, conditions andagreements of Tenant shall be joint and several obligations of each party.

**28.****                                  ****SEPARABILITY CLAUSE**

If any provision in thisLease (or portion of such provision) or the application thereof to any personor circumstance is held invalid, the remainder of the Lease (or the remainderof such provision) and the application thereof to other persons orcircumstances shall not be affected thereby.

ThisLease may be executed in any number of counterparts and each fully executedcounterpart shall be deemed an original.

**29.****                                  ****NOTICES**

Any notices required underthis lease shall be in writing and delivered by hand or mailed by registered orcertified mail to Tenant at the Premises or to Landlord care of its ManagementAgent, Creative Development Co., 77 Franklin Street, Boston, Massachusetts02110. Landlord or Tenant may, by proper notice to the other as providedherein, change its notice address.

**30.****                                  ****HOLDING OVER**

If for any reason Tenantretains possession of the Premises or any part thereof after the termination ofthe Term or any extension thereof, such holding over shall constitute a tenancyfrom month to month, terminable by either party upon thirty (30) days priorwritten notice to the other party, and Tenant shall pay Landlord monthly rentalduring the month to month tenancy computed as the rent (including Fixed Rentand all additional rent) payable hereunder for the final month 

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of the last year of the Termprior to such holding over plus one hundred (1 00%) percent of said rent. Themonth-to-month tenancy shall otherwise be on the same terms and conditions asset forth in the Lease, as far as applicable.

**31.****                                  ****HAZARDOUS WASTE**

Tenant shall not generate,store or spill upon, dispose of or transfer to or from the Premises or Landlord’sProperty, any hazardous waste materials in violation of applicable City, Stateor Federal laws. Any such actions shall be a default hereunder.

Tenant agrees that if it oranyone claiming under it shall generate, store or spill upon, dispose of ourtransfer to and from the Premises or Landlord’s Property any hazardous wastematerials, it shall remove the same in the manner provided by applicable laws(federal, state and local) and the rules and regulations promulgated thereunder (hereinafter such laws, rules and regulations shall be referred to as ‘‘Laws’’).Furthermore, Tenant shall repair and restore any portion of the Premises andLandlord’s Property, which it shall disturb in removing said hazardous wastematerials to the condition, which existed prior to Tenant’s disturbancethereof.

For purposes of thisArticle, “hazardous waste materials” shall be deemed to be any materialsdefined as such by any Law applicable to Landlord’s Property. Tenant shalldispose of any hazardous waste hereunder within the earlier of:

a.               within the time periods specified by Law; or

b.              within the time period ordered by anygovernmental agency or official.

IfTenant fails to perform any such obligation, Landlord shall have the right, butnot the obligation, to enter upon the Premises and to perform Tenant’sobligations hereunder, including the payment of money and the performance ofany other act. All sum s so paid by landlord and all necessary incidental costsand expenses in connection therewith shall be paid by Tenant to Landlord ondemand as additional rent hereunder, and Landlord shall have the same rightsand remedies for the non-payment thereof as for the non-payment of rent.Notwithstanding any such re-entry by Landlord, Tenant shall remain primarilyliable for any violation of any applicable Laws, and Tenant shall indemnify andhold Landlord harmless from and against all injury, loss claim or damage inconnection therewith.

Landlordand Tenant mutually agree to promptly deliver to the other any notices, ordersor similar documents received from any governmental agency or officialconcerning hazardous waste materials affecting Landlord’s Property.

The obligations of Tenant contained herein shall survive the expirationor termination of the Lease.

**32.****                                  ****GOVERNING LAW**

This Lease shall be governedexclusively by the provisions hereof and by the laws of the Commonwealth ofMassachusetts, as the same may from time to time exist.

**33.****                                  ****LEASE AMENDMENTS**

Tenant acknowledges thatamendments to this Lease may be required in connection with the financing ofLandlord’s Property and Tenant hereby agrees that it will enter into anyreasonable modifications requested by a mortgage in connection with suchfinancing, provided the same do not (a) increase the Fixed Rent or additionalrents payable to Tenant or increase Tenant’s financial obligations hereunder;(b) reduce or extend the Term hereof except as otherwise provided in thisLease; (c) change the Permitted Use; or (d) materially effect the rights andobligations of Tenant hereunder.

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**34.****                                  ****BROKERAGE**

Tenant warrants andrepresents that it has dealt with **NO** broker inconnection with the consummation of this Lease and in the event a brokerageclaim is made against Landlord predicated upon other prior dealings withTenant, Tenant shall defend the claim against Landlord and save harmless andindemnify Landlord on account of loss, cost or damage which may arise by reasonof such claim.  Landlord warrants andrepresents that it has not entered into any exclusive listing so-called orother brokerage agreement that would require the payment of a brokerage fee.

**35.****                                  ****WAIVER OF COUNTERCLAIMS**

In the event Landlordcommences any proceedings for nonpayment of rent (Fixed Rent or additionalrent) or for recovering possession of the Premises, Tenant will not interposeany counterclaim of whatever nature or description in any such proceedingexcept for compulsory counterclaims. This shall not, however, be construed as awaiver of the Tenant’s right to assert such claims in any separate action oractions brought by Tenant.

**36.****                                  ****OPTION TO EXTEND**

Tenant shall have the optionto extend this lease for two additional terms each consisting of a period oftwo (2) years provided that there has been no approved assignment of this Leaseon the same terms and conditions provided herein except that:

a.             The annual Fixed Rent for the term of the 1st extension period shall be FourHundred Twenty Two Thousand Two Hundred Eighty Seven ($422,287.00) Dollarspayable in equal monthly installments of $35,190.59 ($13/SQFT for 31,712 SQFTon 1st and 2nd floors of 30 Ossipee Road,$4.50/SQFT for the Basement Space, and $13/SQFT for 192 SQFT for the ChestnutStreet Space.

b.        The annual Fixed Rent for the term ofthe 2nd extension period shall be Four Hundred Fifty Five Thousand SeventyEight ($456,626.00) Dollars payable in equal monthly installments of $37,923.17($14/SQFT for 31,712 SQFT on 1st and 2nd floors of 30 Ossipee Road and $5/SQFT for theBasement Space, and $14/SQFT for 192 SQFT for the Chestnut Street Space.

Tenant’s right to exercisethe extension option is conditioned upon Tenant’s performance of all of theduties and obligations on its part to be performed under this Lease so that, atthe time of the exercise of said option, Tenant shall not be in defaulthereunder.

Tenant shall exercise itsoption to extend by giving written notice thereof to Landlord by certifiedmail, return receipt requested, no earlier than fifteen (15) months before andno later than sixty (60) days before the expiration of the existing Term or anyextension thereof.

**37.****                                              ****LANDLORD’S TITLE**

Landlord represents that ithas good and clear, record and marketable title to Landlord’s Property, subjectto encumbrances of record.

**38.****                                              ****PRIOR LEASE. **

This Lease shall supersedeand replace the prior Lease between Landlord and Tenant dated May 23, 1997, asamended by Lease Amendment and Modification Agreement dated October 19,2001.  Landlord acknowledges that Tenanthas fulfilled all of its obligations under said Lease as amended.

**Signatures on****following****page**

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IN WITNESS WHEREOF, theparties hereunto set their hands and seals as of November    , 2006.
| **TENANT:**              | ** **           | **LANDLORD:**                     |
|--------------------------|----------------------|-----------------------------------|
| **MFIC  Corporation**    | ** **           | **King Real Estate Corp as**      |
| ** **               |                 | **Trustee of**                    |
| ** **               |                 | **1238 Chestnut Street Trust**    |
| ** **               |                 |                              |
| ** **               |                 |                              |
| **By:**                  | /s/ Irwin  Gruverman |                              | ** ** | **By:** | /s/ John H. Finley, III |   |
| **Irwin  Gruverman,**    | ** **           | **John H. Finley, III,**          |
| **CEO  & Chairman,** | ** **           | **Vice President and Treasurer,** |
| **MFIC  Corporation**    | ** **           | **King Real Estate Corp.**        |
|                          |                      |                                   |  |  |  |  |

 

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