Exhibit 10.33



THIRD AMENDMENT


          THIS THIRD AMENDMENT (the
“Amendment”) is made and entered into as of the 3rd day of February, 2006, by
and between RP/SARACEN PROPERTIES, LLC, a Delaware limited liability company
(“Landlord”), and RNK, INC. d/b/a RNK Telecom, a Massachusetts corporation
(“Tenant”). 


RECITALS


	
  

 	
  

 
	
 A.

 	
 Landlord (as successor in
interest to Wells Avenue Senior Holdings, LLC) and Tenant are parties to that
certain lease dated May 8, 2000, which Lease has previously been amended by a
First Amendment dated November 11, 2004, and a Second
Amendment dated November 18, 2005 (collectively, the “Lease”). Pursuant to
the Lease, Landlord has leased to Tenant space currently containing 14,925
rentable square feet (the “Original Premises”) on the 2nd and 3rd floors
of the building commonly known as 333 Elm Street located at 333 Elm Street,
Norfolk Place, Dedham, Massachusetts (the “Building”).  

 
	
  

 	
  

 
	
 B.

 	
 The parties desire to revise the
 Base Rent for the Expansion Space (as defined in the Second Amendment) and to
 add additional Landlord Work. 

 



          NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant agree as follows: 


	
  

 	
  

 
	
 I.

 	
 Revised Base Rent. The Base Rent schedule
 for the Expansion Space, as set forth in Section II of the Second Amendment
 is hereby deleted and the following Base Rent schedule for the Expansion
 Space is substituted in its place: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Period

 	
  

 	
  

 	
 Annual Rate

 Per Square Foot

 	
  

 	
  

 	
 Annual

 Base Rent

 	
  

 	
  

 	
 Monthly

 Base Rent

 	
  

 
	
 

 	
  

 	
  

 	
 

 	
  

 	
  

 	
 


 	
  

 	
  

 	
 

 	
  

 
	
 January 1, 2006 -
December 31, 2009:

 	
  

 	
  

 	
 $  23.97

 	
  

 	
  

 	
 $  88,689.00

 	
  

 	
  

 	
 $  7,390.75

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 All such Base Rent shall be
 payable by Tenant in accordance with the terms of the Lease. 

 
	
  

 	
  

 
	
  

 	
 Improvements to Expansion Space.

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Condition
 of Expansion Space. In addition to the
 Landlord Work, as set forth in Exhibit B to the Second Amendment and as shown
 on Exhibit B-1 to the Second Amendment, Landlord shall perform additional
 improvements to the Expansion Space in accordance with the work letter
 attached hereto as Exhibit A, Third Amendment
 (“Additional Landlord Work”). Any reference in the Lease or hereafter in this
 Third Amendment to the Landlord Work shall also refer to the Additional
 Landlord Work. 

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Responsibility
 for Improvements to Expansion Space. Except for the Landlord
 Work, any construction, alterations or improvements to the Expansion Space
 shall be performed by Tenant at its sole cost and expense using contractors
 selected by Tenant and approved by Landlord, which approval shall not be
 unreasonably 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 withheld, and
 shall be governed in all respects by the terms of the Lease. Any delay
 in the completion of Landlord’s Work in the Expansion Space shall not subject
 Landlord to any liability for any loss or damage resulting therefrom.

 
	
  

 	
  

 
	
  

 	
 Miscellaneous. 

 
	
  

 	
  

 
	
  

 	
 A.

 	
 This Amendment sets forth the
 entire agreement between the parties with respect to the matters set forth herein.
 There have been no additional oral or written representations or agreements.
 Under no circumstances shall Tenant be entitled to any Rent abatement,
 improvement allowance, leasehold improvements, or other work to the Premises,
 or any similar economic incentives that may have been provided Tenant in
 connection with entering into the Lease, unless specifically set forth in
 this Amendment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Except as herein modified or
 amended, the provisions, conditions and terms of the Lease shall remain
 unchanged and in full force and effect. 

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 In the case of any inconsistency
 between the provisions of the Lease and this Amendment, the provisions of
 this Amendment shall govern and control. 

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Submission of this Amendment by
 Landlord is not an offer to enter into this Amendment but rather is a
 solicitation for such an offer by Tenant. Landlord shall not be bound by this
 Amendment until Landlord has executed and delivered the same to Tenant. 

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 The capitalized terms used in
 this Amendment shall have the same definitions as set forth in the Lease to
 the extent that such capitalized terms are defined therein and not redefined
 in this Amendment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Tenant hereby represents to
 Landlord that Tenant has dealt with no broker in connection with this
 Amendment. Tenant agrees to indemnify and hold Landlord, its trustees,
 members, principals, beneficiaries, partners, officers, directors, employees,
 mortgagee(s) and agents, and the respective principals and members of any
 such agents (collectively, the “Landlord Related Parties”) harmless from all
 claims of any brokers claiming to have represented Tenant in connection with
 this Amendment. Landlord hereby represents to Tenant that Landlord has dealt
 with no broker in connection with this Amendment. Landlord agrees to
 indemnify and hold Tenant, its trustees, members, principals, beneficiaries,
 partners, officers, directors, employees, and agents, and the respective
 principals and members of any such agents (collectively, the “Tenant Related
 Parties”) harmless from all claims of any brokers claiming to have
 represented Landlord in connection with this Amendment. 

 
	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 Each signatory of this Amendment
 represents hereby that he or she has the authority to execute and deliver the
 same on behalf of the party hereto for which such signatory is acting. 

 











          IN WITNESS
WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written. 


	
  

 	
  

 
	
 WITNESS/ATTEST:

 	
 LANDLORD:

 
	
  

 	
  

 
	
  

 	
 RP/SARACEN
 PROPERTIES, LLC, a Delaware
 limited liability company

 
	
  

 	
  

 
	
  

 	
 By:  /s/ [Illegible]

 
	
  

 	
  

 
	
  

 	
 Name:

 
	
  

 	
  

 
	
  

 	
 Title:

 
	
  

 	
  

 
	
 By: /s/ Cary Tarpinien

 	
  

 
	
  

 	
  

 
	
 Name (print):  Cary
 Tarpinien

 	
  

 
	
  

 	
  

 
	
 Name (print):  Mike
 Vallace

 	
  

 






	
  

 	
  

 
	
 WITNESS/ATTEST:

 	
 TENANT:

 
	
  

 	
  

 
	
  

 	
 RNK, inc., a
 Massachusetts corporation

 
	
  

 	
  

 
	
 By: /s/ Sharon R. Schawbel

 	
 By: /s/ Richard N. Koch

 
	
  

 	
  

 
	
 Name (print): Sharon R. Schawbel

 	
 Name: Richard N. Koch

 
	
  

 	
  

 
	
 By: /s/ Matthew T. Kinney

 	
 Title: President

 
	
  

 	
  

 
	
 Name (print): Matthew T. Kinney

 	
  

 









EXHIBIT A, THIRD AMENDMENT


WORKLETTER


          This Exhibit
is attached to and made a part of the Amendment by and between RP/SARACEN PROPERTIES, LLC, a Delaware limited liability company
(“Landlord”), and RNK, INC. d/b/a RNK Telecom, a
Massachusetts corporation (“Tenant”) for space in the Building located at 333 Elm Street, Norfolk Place, Dedham, Massachusetts.


          As used in
this Workletter, the “Premises” shall be deemed to mean the Expansion Space, as
defined in the Second Amendment.


	
  

 	
  

 
	
 1.

 	
 Landlord
shall perform improvements to the Premises substantially in accordance with
the plans prepared by Cubellis Associates,
Inc., dated January 4, 2006 (the “Plans”), as shown
on Exhibit B, Third Amendment, Sheet 1
(E101) and Sheet 2 (A102) (both Sheets 1 and
2 are attached hereto) and plans identified as: T001, E001, E002 and E003.
The improvements, to
be performed by Landlord in accordance with the Plans are hereinafter referred to as the “Additional Landlord Work.” It is agreed that construction of the Additional Landlord Work is intended to be “turn-key”
and will be completed at Landlord’s sole
cost and expense (subject to the Maximum Amount and further subject to the
terms of Paragraph 4 below) using Building
Standard methods, materials and finishes. Landlord and Tenant agree that Landlord’s obligation to pay for
the cost of the Additional Landlord
Work shall be limited to $28,000.00 (the “Maximum Amount”) and that Tenant shall be responsible for the cost of the Additional
Landlord Work, plus any applicable state
sales or use tax, if any, to the extent that it exceeds the Maximum Amount. Landlord shall enter into a direct contract for the
Additional Landlord Work with a general contractor
selected by Landlord. In addition, Landlord shall have the right to select
and/or approve of any subcontractors used in
connection with the Landlord Work. Tenant and Landlord
agree that Tenant shall be responsible for the configuration of the premises
and the placement of Tenant’s furniture,
appliances and equipment. Tenant shall be responsible
for the costs of the preparation of the Plans for the Additional Landlord Work, and Tenant shall pay such costs directly to the
architect upon receipt of billing from
the architect therefor. 

 
	
  

 	
  

 
	
 2.

 	
 If the
actual cost of the Additional Landlord Work shall exceed the Maximum Amount, Landlord shall submit to Tenant a written estimate
setting forth the anticipated cost of the
Additional Landlord Work, including but not limited to labor and materials, contractor’s fees and permit fees. Within 3 Business
Days thereafter, Tenant shall either
notify Landlord in writing of its approval of the cost estimate, or specify
its objections thereto and any desired
changes to the proposed Additional Landlord Work. If Tenant notifies Landlord of such objections and
desired changes, Tenant and Landlord
shall work together to reach a mutually acceptable alternative cost estimate.  

 
	
  

 	
  

 
	
 3.

 	
 If the
actual cost of construction shall exceed the Maximum Amount (such amounts exceeding the Maximum Amount being herein referred to as
the “Excess Costs”), and Tenant
has notified Landlord in writing of its approval of the cost estimate in the
time period set forth in Paragraph 2 above, Tenant shall pay to Landlord such
Excess Costs, plus any applicable state sales
or use tax thereon only as agreed upon by Tenant and Landlord pursuant to Paragraph 2 above, upon demand.
The amounts due and payable by
Tenant hereunder constitute Rent payable pursuant to the Lease, and the
failure to  

 













	
  

 	
  

 
	
  

 	
 timely pay
 same constitutes an event of default under the Lease.

 
	
  

 	
  

 
	
 4.

 	
 If Tenant
shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant’s sole cost and expense and Tenant
shall reimburse Landlord for the cost
of preparing any such revisions to the Plans, plus any applicable state sales
or use tax thereon, upon demand. Promptly
upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in the
Additional Landlord Work, if any, resulting
from such revisions to the Plans. Tenant, within 4 Business Days, shall
notify Landlord in writing whether it desires
to proceed with such revisions. In the absence of such written authorization, Landlord shall have the
option to continue work on the Premises
disregarding the requested revision. Tenant shall be responsible for any
Tenant Delay in completion of the Premises
resulting from any revision to the Plans. If such revisions result in an increase in the cost of the
Additional Landlord Work, such increased costs,
plus any applicable state sales or use tax thereon, shall be payable by
Tenant upon demand. Notwithstanding
anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord.  

 
	
  

 	
  

 
	
 5.

 	
 Tenant
acknowledges that the Additional Landlord Work may be performed by Landlord in the Premises during Normal Business Hours. Landlord
and Tenant agree to cooperate with each other in
order to enable the Additional Landlord Work to be performed in a timely manner and with as little
inconvenience to the operation of Tenant’s
business as is reasonably possible.  

 
	
  

 	
  

 
	
 6.

 	
 This
Exhibit shall not be deemed applicable to any additional space added to the
Premises at any time or from time to time, whether by any options under the
Lease or otherwise, or to any portion of the original
Premises or any additions to the Premises in the event of a renewal or
extension of the original Term of the Lease, whether by any options under the
Lease or otherwise, unless expressly
so provided in the Lease or any amendment or supplement
to the Lease.