Exhibit 10.32


FOURTH AMENDMENT TO LEASE


          THIS FOURTH
AMENDMENT TO LEASE (this “Amendment”) is made and entered into as
of this day of December by and between NS NORFOLK ACQUISITION, LLC, a Delaware limited liability company having an address of c/o Normandy Real Estate
Partners, 1776 On The Green, 67 Park
Place East, 8th Floor, Morristown, N.J. 07960 (“Landlord”) and RNK, INC., a
Massachusetts corporation, d/b/a RNK Communications, having an address of 333
Elm Street, Dedham, Massachusetts 02026 (“Tenant”).


WITNES SETH:


                    WHEREAS,
Landlord (as successor in interest to RP/Saracen Properties, LLC) and Tenant are parties to that certain Lease dated
May 8, 2000, which lease has been previously amended by a First Amendment dated as of November 11, 2004, a Second
Amendment dated as of November 18,
2005, and a Third Amendment dated February, 2006 (collectively the “Lease”) for a portion of the building (the
“Building”) located at and numbered 333 Elm Street, Dedham, Massachusetts, consisting of
approximately 14,925 rentable square feet located on the second and third floors of the Building, as more
particularly described in the Lease (the “Premises”).


          WHEREAS,
the current term of the Lease expires on December 31, 2009.


          WHEREAS,
Landlord and Tenant desire to amend the Lease in order to extend the current term, and make other agreements according
to the terms and conditions set forth herein.


          NOW,
THEREFORE, in consideration of the sum of Ten and 00/100 Dollars ($10.00) and of the mutual covenants and amendments herein
contained, and for other good and valuable consideration paid, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant do
hereby acknowledge and agree as follows:


          1.
Capitalized Terms; Authority. Capitalized terms used herein but not
otherwise defined herein shall have the meanings
given to them in the Lease. Each party hereto represents to the other that it is duly authorized to
execute, deliver and perform its obligations under this Amendment, To the extent any of the terms and
provisions of this Amendment are inconsistent with any other terms or provisions of the Lease, then the terms and
provisions of this Amendment shall govern and control.


          2.
Landlord and Landlord’s Address for
Notices. For all purposes of the
Lease, the notice address for
Landlord (including but not limited to the Rent Payment Address) shall be modified
to be as follows:











	
  

 	
  

 
	
  

 	
 c/o Normandy Real Estate Partners

 
	
  

 	
 1776 On The Green

 
	
  

 	
 67 Park
 Place East, 8th Floor

 
	
  

 	
 Morristown,
 N.J. 07960

 
	
  

 	
 Attn: Norfolk Place Leasing Manager”

 



All notices sent to Landlord shall be addressed to Landlord at
Landlord’s Address set forth above,
with a copy of any notices of default also sent to Hinckley, Allen & Snyder
LLP, 28 State Street, Boston, MA
02066, Attn: Daniel L. Monger, Esq. (or to such other address as may from time
to time hereafter be designated by Landlord).


          3.
Extension of Term:, Renewal: Right of First Offer. The Lease Term is
extended for a period of five (5)
years commencing on January 1, 2010 (“Extension Term Commencement Date”) and ending on December 31, 2014 (the
“Extended Term”). In addition, Tenant shall have the right to extend and renew the Term of this Lease in accordance with
the provisions of Exhibit A attached hereto and incorporated herein. Tenant
shall also have the right of first offer on additional space in the Building as set forth in Exhibit
B attached hereto. 


          4. Base
Rent Revisions, Effective as of the execution of this Amendment:


                    a)
the Base Rent payable by Tenant under the Lease for the Premises is modified as follows:




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Time Period

 	
  

 	
 Annual
 Base Rent
 

 	
  

 	
 Annual Base Rent

 	
  

 	
 Monthly Base Rent

 	
  

 
	

 


 	

  


 	

 


 	

  


 	

 


 	
  


 	

 


 	

  


 
	
 

 	
  

 	
 
 Per Rentable Square

 Foot

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

  


 	

  


 	

 


 	

  


 	

  


 	
  


 	
  


 	

  


 
	
 July 1, 2009 — December 31, 2009

 	
  

 	
 $

 	
 0

 	
  

 	
 $

 	
 0

 	
  

 	
 $

 	
 0

 	
  

 
	
 January 1, 2010- December 31, 2010

 	
  

 	
 $

 	
 21.00

 	
  

 	
 $

 	
 313,425.00

 	
  

 	
 $

 	
 26,118.75

 	
  

 
	
 January 1, 2011- December 31, 2011

 	
  

 	
 $

 	
 22.00

 	
  

 	
 $

 	
 328,350.00

 	
  

 	
 $

 	
 27,362.50

 	
  

 
	
 January 1, 2012- December 31, 2012

 	
  

 	
 $

 	
 23.00

 	
  

 	
 $

 	
 343,275.00

 	
  

 	
 $

 	
 28,606.25

 	
  

 
	
 January 1, 2013- December 31, 2013

 	
  

 	
 $

 	
 24.00

 	
  

 	
 $

 	
 358,200.00

 	
  

 	
 $

 	
 29,850.00

 	
  

 
	
 January 1, 2014- December 31, 2014

 	
  

 	
 $

 	
 25.00

 	
  

 	
 $

 	
 373,125.00

 	
  

 	
 $

 	
 31,093.75

 	
  

 


-2-





                    b)
The “Operating Costs Base Year” as set forth in Section 9.2 of the Lease shall mean
the 2009 calendar year.


                    c)
The “Real Estate Tax Base Year” as set forth in Section 10.2 of the Lease shall
mean the 2009 fiscal year
(i.e. July 1, 2008 through June 30, 2009).


          5. Security
Deposit. Landlord currently holds a Ninety Thousand and 00/100 Dollars ($90,000) letter of credit as the Security
Deposit under the Lease (the “Existing Letter of Credit”) and Tenant shall be required to provide such Security Deposit
to Landlord for the duration of the
Term of the Lease, as extended by this Amendment pursuant to the terms of the Lease.


In addition the following provision is hereby added to the Lease with
respect to the Security Deposit:


“If at any time during the Term of this Lease (as the same may be
extended) Landlord determines
that the financial condition of the issuer of the then current letter of credit
deposited by Tenant with Landlord as
the Security Deposit (the “Letter of Credit”), is such that Landlord’s ability to draw upon the Letter of Credit is, or
in the future may be, impaired, restricted, refused or otherwise adversely affected, then Tenant
shall, within thirty (30) days of Landlord’s written request to Tenant, obtain a replacement Letter of
Credit in substitution for the then current Letter of Credit in the form and amount required herein
from an issuer chosen by Tenant, but reasonably
acceptable to Landlord. Upon Tenant’s delivery of the replacement letter of
credit to Landlord, Landlord shall then simultaneously release the prior
letter of credit being held by Landlord to
Tenant.”


Also, any option in the Lease for Tenant to choose to provide the
Security Deposit in the form of cash versus a letter of credit are hereby
deleted, with the Tenant agreeing that that the Security Deposit shall be required to be in the form of a
letter of credit.


          6. Improvements to Premises. Tenant may improve
the Premises, and shall be entitled to the
allowance for improvements, pursuant to the terms and conditions set forth in
the work letter attached hereto as Exhibit C.


          7. Roof Access for Wi-Fi Antenna. Tenant shall have the right to access and use of
the roof of the Building for a single antenna in accordance with the
terms and provisions of Exhibit D attached
hereto.


          8. No Further Extension, Expansion Rights or Rights
of First Refusal. Following
execution of this Amendment, Tenant shall have no further expansion rights,
rights of first offer, rights of
first refusal or other similar rights under the Lease to lease additional space
in the Building, or any further
extension rights except as expressly provided for in this Amendment and any
other such rights are hereby deleted from the Lease.


          9. Brokers. With respect to this Amendment, each of Landlord and Tenant warrants that it has dealt with no other brokers in
connection with the negotiation and execution of this Amendment, other than CB Richard Ellis NE (the
“Broker”). Tenant and Landlord shall each





indemnify the other against all costs, expenses, attorneys’ fees and
other liability for commissions
and other compensation claimed in connection with this Amendment by any other broker or agent, other than the Broker, claiming
the same by, through or under the indemnifying party. Landlord shall be solely responsible for payment of any fees or
commissions due to Broker, pursuant
to the terms of a separate agreement.


          10. Miscellaneous.
Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and
in full force and effect. Tenant represents and warrants to Landlord that as of the date hereof, (a) the Lease is
and remains in good standing and in
full force and effect, and (b) to the best of Tenant’s knowledge after
reasonable inquiry, Tenant has no
claims, counterclaims, set-offs or defenses against Landlord arising out of the
Lease or in any way relating thereto
or arising out of any other transaction between Landlord and Tenant, and Landlord is not in default of any of
its obligations under the Lease. In addition, the Tenant represents and warrants to the Landlord
that, all tenant finish-work allowances or other payments to be provided to Tenant under the Lease or otherwise, and all
improvements to be performed by
Landlord, if any, have been paid in full and completed, respectively, by
Landlord, and Landlord has no further
obligations with respect thereto. Tenant’s covenants to pay Base Rent and Additional Rent under the Lease are
independent of every other covenant in this Lease.


          11. Execution.
This Amendment may be executed in two (2) or more counterparts, each of which shall be an original but such
counterparts together shall constitute one and the same instrument notwithstanding that both Landlord
and Tenant are not signatories to the same counterpart. Delivery of an executed counterpart of this Amendment by
facsimile shall be equally as
effective as delivery of any original executed counterpart. Any party
delivering an executed counterpart of this Amendment by facsimile also shall
deliver an original executed counterpart of this Amendment, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability and binding effect of this Amendment. Signature and acknowledgement pages may be detached from the
counterparts and attached to a single copy of this Amendment to physically form
one (1) document.


-Balance of Page Intentionally
Blank, Signatures on Following Page-

-4-






Landlord and Tenant have executed this Amendment as of the day and year
first above written.


	
  

 	
  

 
	
 WITNESS/ATTEST:

 	
 LANDLORD:

 
	
  

 	
  

 
	
 By: /s/
 Laura Allen

 	
 NS Norfolk
 Acquisition, LLC,

 
	
  

 	
  

 
	
 Name
 (print): Laura Allen

 	
 a Delaware
 limited liability company

 
	
  

 	
  

 
	
 By: /s/
 Leona Maddocks

 	
 By: /s/
 Raymond P. Trevisan

 
	
  

 	
  

 
	
 Name
 (print): Leona Maddocks

 	
 Name:
 Raymond P. Trevisan

 
	
  

 	
  

 
	
  

 	
 Title:
 Authorized Signatory

 
	
  

 	
  

 
	
 WITNESS/ATTEST:

 	
 TENANT:

 
	
  

 	
  

 
	
 By: /s/ Lynn
 Castano

 	
 RNK, INC.,

 
	
  

 	
  

 
	
 Name
 (print): Lynn Castano

 	
 a
 Massachusetts corporation

 
	
  

 	
  

 
	
 By: /s/
 Areeg Eluri

 	
 By: /s/
 Richard N. Koch

 
	
  

 	
  

 
	
 Name
 (print): Areeg Eluri

 	
 Name:
 Richard N. Koch

 
	
  

 	
  

 
	
  

 	
 Title:
 President

 













	
  

 	
  

 
	
 EXHIBIT LIST

 
	
 EXHIBIT A

 	
 Extension Option

 
	
  

 	
  

 
	
 EXHIBIT B

 	
 Right of First Offer

 
	
  

 	
  

 
	
 EXHIBIT C

 	
 Work Letter

 
	
  

 	
  

 
	
 EXHIBIT D

 	
 Roof Space
 for Antenna

 










EXHIBIT A 

EXTENSION OPTION


	
  

 	
  

 
	
 A.

 	
 Grant of
 Option; Conditions. Tenant shall have the right to
 extend the Term (the “Extension Option”) following the expiration of the
 Lease Term (the “Lease Termination Date”) for one (1) additional period of
 five (5) years commencing on the day following the Lease Termination Date and
 ending on the fifth anniversary of the Lease Termination Date (the “Extension
 Term”), if:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 Landlord
 receives notice of exercise (“Initial Extension Notice”) not less than 9 full
 calendar months prior to the Lease Termination Date and not more than 12 full
 calendar months prior to the Lease Termination Date; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 Tenant is
 not in default under the Lease beyond any applicable cure periods at the time
 that Tenant delivers its Initial Extension Notice or at the time Tenant
 delivers its Binding Notice (as defined below); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 No part of
 the Premises is sublet (other than pursuant to a permitted sublease, pursuant
 to the terms of the Lease) at the time that Tenant delivers its Initial
 Extension Notice or at the time Tenant delivers its Binding Notice; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

 	
 The Lease
 has not been assigned (other than pursuant to a permitted assignment,
 pursuant to the terms of the Lease) prior to the date that Tenant delivers
 its Initial Extension Notice or prior to the date Tenant delivers its Binding
 Notice.

 






	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Terms
 Applicable to Premises During Extension Term.

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The initial
 Base Rent rate per rentable square foot for the Premises during the Extension
 Term shall equal the Prevailing Market rate (hereinafter defined) per
 rentable square foot for the Premises. Base Rent during the Extension Term
 shall increase, if at all, in accordance with the increases assumed in the
 determination of Prevailing Market rate. Base Rent attributable to the
 Premises shall be payable in monthly installments in accordance with the
 terms and conditions of the Lease.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Tenant shall
 pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the
 Extension Term in accordance with the terms of the Lease, and the manner and
 method in which Tenant reimburses Landlord for Tenant’s share of Real Estate
 Taxes and Expenses and the Base Years used in connection therewith,
 applicable to such matter, shall be some of 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the factors
 considered in determining the Prevailing Market rate for the Extension Term.

 






	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Initial
 Procedure for Determining Prevailing Market. Within
 30 days after receipt of Tenant’s Initial Extension Notice, Landlord shall
 advise Tenant of the applicable Base Rent rate for the Premises for the
 Extension Term. Tenant, within 10 days after the date on which Landlord
 advises Tenant of the applicable Base Rent rate for the Extension Term, shall
 either (i) give Landlord final binding written notice (“Binding Notice”) of
 Tenant’s exercise of its Extension Option, or (ii) if Tenant disagrees with
 Landlord’s determination, provide Landlord with written notice of rejection
 (the “Rejection Notice”). If Tenant fails to provide Landlord with either a
 Binding Notice or Rejection Notice within such 10 day period, Tenant’s
 Extension Option shall be null and void and of no further force and effect.
 If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall
 enter into the Extension Amendment (as defined below) upon the terms and
 conditions set forth herein. If Tenant provides Landlord with a Rejection
 Notice, Landlord and Tenant shall work together in good faith to agree upon
 the Prevailing Market rate for the Premises during the Extension Term. Upon
 agreement, Landlord and Tenant shall enter into the Extension Amendment in
 accordance with the terms and conditions hereof. If Landlord and Tenant fail
 to agree upon the Prevailing Market rate within 30 days after the date Tenant
 provides Landlord with the Rejection Notice, then the Prevailing Market rate
 shall be determined in accordance with the arbitration procedures described
 in Section D below.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Arbitration
 Procedure.

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 If Landlord
 and Tenant have failed to reach agreement as to the Prevailing Market rate
 within 30 days after the date of the Rejection Notice, then, within 5 days
 after the expiration of such 30 day period, Landlord and Tenant shall each
 simultaneously submit to the other, in a sealed envelope, its good faith
 estimate of the Prevailing Market rate for the Premises during the Extension
 Term (collectively referred to as the “Estimates”). If the higher of such
 Estimates is not more than 105% of the lower of such Estimates, then
 Prevailing Market rate shall be the average of the two Estimates. If the
 Prevailing Market rate is not resolved by the exchange of Estimates, then,
 within 7 days after the exchange of Estimates, Landlord and Tenant shall each
 select an appraiser to determine which of the two Estimates most closely
 reflects the Prevailing Market rate for the Premises during the Extension
 Term. Each appraiser so selected shall be certified as an MAI appraiser or as
 an ASA appraiser and shall have had at least 5 years experience within the
 previous 10 years as a real estate appraiser working in Metropolitan Boston
 128 Submarket, with working knowledge of current rental rates and practices.
 For purposes hereof, an “MAP’ appraiser means an individual who holds an MAI
 designation conferred by, and is an independent member of, the American
 Institute of Real

 


-8-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Estate
 Appraisers (or its successor organization, or in the event there is no
 successor organization, the organization and designation most similar), and
 an “ASA” appraiser means an individual who holds the Senior Member
 designation conferred by, and is an independent member of, the American
 Society of Appraisers (or its successor organization, or, in the event there
 is no successor organization, the organization and designation most similar).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Upon
 selection, Landlord’s and Tenant’s appraisers shall work together in good
 faith to agree upon which of the two Estimates most closely reflects the
 Prevailing Market rate for the Premises. The Estimate chosen by such
 appraisers shall be binding on both Landlord and Tenant as the Base Rent rate
 for the Premises during the Extension Term ,subject to the terms of Section
 D.4 below regarding the Minimum Extension Base Rent, as defined therein. If
 either Landlord or Tenant fails to appoint an appraiser within the 7 day
 period referred to above, the appraiser appointed by the other party shall be
 the sole appraiser for the purposes hereof. If the two appraisers cannot
 agree upon which of the two Estimates most closely reflects the Prevailing
 Market within 20 days after their appointment, then, within 10 days after the
 expiration of such 20 day period, the two appraisers shall select a third
 appraiser meeting the aforementioned criteria. Once the third appraiser (i.e.
 arbitrator) has been selected as provided for above, then, as soon thereafter
 as practicable but in any case within 14 days, the arbitrator shall make his
 determination of which of the two Estimates most closely reflects the
 Prevailing Market rate and such Estimate shall be binding on both Landlord
 and Tenant as the Base Rent rate for the Premises, subject to the terms of
 Section D.4 below regarding the Minimum Extension Base Rent, as defined therein, If the arbitrator believes
 that expert advice would materially assist him, he may retain one or more
 qualified persons to provide such expert advice. The parties shall share
 equally in the costs of the arbitrator and of any experts retained by the
 arbitrator. Any fees of any appraiser, counsel or experts engaged directly by
 Landlord or Tenant, however, shall be borne by the party retaining such
 appraiser, counsel or expert.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 If the
 Prevailing Market rate has not been determined by the commencement date of
 the Extension Term, Tenant shall pay Base Rent upon the terms and conditions
 in effect during the last month of the initial Term for the Premises until
 such time as the Prevailing Market rate has been determined. Upon such
 determination, the Base Rent for the Premises shall be retroactively adjusted
 to the commencement of the Extension Term for the Premises. If such
 adjustment results in an underpayment of Base Rent by Tenant, Tenant shall
 pay Landlord the amount of such underpayment within 30 days after the
 determination thereof. If such adjustment results in an overpayment of Base
 Rent by Tenant, Landlord shall credit such overpayment against the next

 


-9-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 installment
 of Base Rent due under the Lease and, to the extent necessary, any subsequent
 installments, until the entire amount of such overpayment has been credited
 against Base Rent.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Notwithstanding
 anything to the contrary contained herein, the parties agree that Landlord
 shall not be obligated to extend the Term of this Lease if the Prevailing
 Market rate for the Premises during any year of the Extension Term is less
 than 100% of the Base Rent rate, per rentable square foot per annum,
 applicable during the last year of the prior Extended Term (the “Minimum
 Extension Term Base Rent Rate”), regardless of any determination of
 Prevailing Market rate made by the appraisers or arbitrator, as described above.

 
	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Extension
 Amendment. If Tenant is entitled to and properly
 exercises its Extension Option, Landlord shall prepare an amendment (the
 “Extension Amendment”) to reflect changes in the Base Rent, Term, Termination
 Date and other appropriate terms. The Extension Amendment shall be sent to
 Tenant within a reasonable time after receipt of the Binding Notice and
 Tenant shall execute and return the Extension Amendment to Landlord within 15
 days after Tenant’s receipt of same, but, upon final determination of the
 Prevailing Market rate applicable during the Extension Term as described
 herein, an otherwise valid exercise of the Extension Option shall be fully
 effective whether or not the Extension Amendment is executed.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Prevailing
 Market. For purposes hereof, “Prevailing Market”
 shall mean the arms length fair market annual rental rate per rentable square
 foot under Extension leases and amendments entered into on or about the date
 on which the Prevailing Market is being determined hereunder for space
 comparable to the Premises in the Building and office buildings comparable to
 the Building in the Metropolitan Boston 128 Submarket. The determination of
 Prevailing Market shall take into account any material economic differences
 between the terms of this Lease and any comparison lease or amendment, such
 as rent abatements, construction costs and other concessions and the manner,
 if any, in which the landlord under any such lease is reimbursed for
 operating expenses and taxes.

 









EXHIBIT B 

RIGHT OF FIRST OFFER


A. At any time
following January 1,
2010 until the expiration of the Term of the Lease, Landlord shall give
Tenant written notice of the availability of any space in the Building (each an
“Additional Space”), before a lease with a third party is concluded for such
Additional Space. The notice shall set out the rent which Landlord would at
that time offer to other possible tenants of such Additional Space.


          Within
five (5) business days after Landlord has given a notice of availability,
Tenant may exercise a one-time right of first offer for each such Additional
Space by delivering its written notice so stating to Landlord. Provided that
Tenant is not in default, and Tenant is in full occupancy of the Premises and
has not sublet or assigned any portion of the Premises, at the time of exercise
nor at the time of commencement of the lease of any such Additional Space, this
Lease shall be amended by addition of the applicable Additional Space to the
Premises on the following terms:


          (a)
Rent for the Additional Space shall be equal to the amount set out in
Landlord’s notice of the availability of the Additional Space.


          (h)
The term of the Additional Space shall commence on the availability date
specified in Landlord’s notice of availability or such other date as is
mutually agreeable to Landlord and Tenant. Said term shall end on the
expiration or earlier termination of the Lease, subject to any renewal or
extension options which may be contained in the Lease, which options will
thereafter be applicable to the expanded Premises as an undivided whole.


          (c)
The space added to the Lease hereby must be all of and nothing but the
Additional Space as to which the notice of availability was given.


          (d)
Tenant shall take the Additional Space in “as is” condition. Any finish or
improvements required or desired by Tenant shall be Tenant’s sole
responsibility, unless otherwise agreed in writing between the parties.


          If
Tenant fails timely to exercise its one-time right of first offer as to any
particular Additional Space, Tenant shall have no further right to lease that
particular Additional Space and Landlord shall be free at any time thereafter
to enter into a lease for all or any of such Additional Space to any third
party on any terms and conditions whatsoever, and Tenant’s one-time right of
first offer for that particular Additional Space as set forth in this Exhibit B shall be deemed of no
further force and effect. Tenant acknowledges and agrees that it shall have a
one-time right of first offer as set forth herein for each Additional Space
that becomes available in the Building pursuant to the terms of this Exhibit B, and in the event Tenant either exercises its right of first
offer for any such Additional Space or fails to timely exercise its right of
first offer for any Additional Space, then thereafter Tenant shall have no
further right of first offer for that particular Additional Space under this Exhibit B.


B. This right
of first offer shall not apply to any space as to which Landlord negotiates or
accepts a new lease, renewal or extension of existing lease, or other basis for
continued occupancy by a tenant





or affiliate
of a tenant already occupying such space, or expansion or relocation of any
existing Tenant of the Building to any space in the Building.


C. Within
fifteen (15) days of receipt from Landlord, Tenant shall execute and deliver to
Landlord such reasonable documents as Landlord may request to evidence any
lease of space under this right of first offer or any failure of Tenant to
exercise a right of first offer hereunder as to any Additional Space.


D. Subordination. Notwithstanding
anything herein to the contrary, Tenant’s right of first offer is subject and
subordinate to the expansion rights (whether such rights are designated as a
right of first offer, right of first refusal, expansion option or otherwise)
and pre-existing rights of first offer or refusal, or renewal of any tenant of
the Building existing on the date hereof.





EXHIBIT C 

WORK LETTER


          1.
Tenant hereby advises Landlord that Tenant desires to perform certain work the “Finish Work”) to
the Premises. Prior to Tenant commencing any such Finish Work, Tenant shall
submit preliminary space plans to Landlord for Landlord’s approval, which plans
following such Landlord’s approval are referred to herein as the “Preliminary Plans”. Tenant
shall construct the Finish Work in a good and workmanlike manner and in
compliance with all applicable laws and regulations.


          2.
(a) Following Landlord’s approval of the Preliminary
Plans, Tenant shall deliver to Landlord four (4) sets of working plans and
specifications prepared in conformity with the Preliminary Plans, which working
plans and specifications must include, without being limited to, a list of the
types and quality of materials to be used in constructing the Finish Work,
including Tenant’s selection of Landlord’s standard finishes. Landlord shall
notify Tenant whether it approves or disapproves of such working plans and specifications
within ten (10) business days after Landlord’s receipt thereof. If Landlord
notifies Tenant of any objections to such working plans and specifications
(such notice, an “Objection
Notice”), Tenant shall make necessary revisions and resubmit the
same to Landlord within seven (7) days of Tenant’s receipt of the Objection
Notice. Landlord shall approve or disapprove such revised working plans and
specifications within five (5) business days after Tenant submits the same to
Landlord. Landlord’s approval will be evidenced by endorsement to that effect
on one set of the working plans and specifications and the return of such
signed set to Tenant. The working plans and specifications approved by Landlord
are hereinafter referred to as the “Working Plans”.


          (h)
If Tenant desires any changes to the Working Plans, Tenant shall submit such
proposed changes to Landlord. Within five (5) business days after receipt of
any proposed changes from Tenant, Landlord shall approve or reject such changes
and, if rejecting such changes, shall state the reasons for such rejection. In
the event of a rejection by Landlord of any proposed changes, Tenant may revise
such changes and re-submit them pursuant hereto. All plans submitted by Tenant
to Landlord must be signed and sealed. All change order requests and
information pertaining thereto shall be conveyed to Landlord by ], Tenant’s
designated representative in this regard.


          (c)
Prior to commencing any of the Finish Work, Tenant shall notify Landlord in writing
of the names of the contractors who will construct the Finish Work, and Tenant
shall furnish to Landlord such other information as Landlord may reasonably
request. Tenant agrees that, if requested by Landlord, Tenant’s contractors
shall not be labor union members. If Tenant’s contractors do not work in
harmony with, or interfere with, other labor employed by Landlord or by
Landlord’s contractors, or in the event of the occurrence of any work stoppage,
strike or other labor dispute on the Property arising out of or in connection
with Tenant’s contractors, then Landlord will have the right to require Tenant
to remove or to cause the removal of those contractors designated by Landlord.





          (d)
Prior to entering upon the Premises, Tenant shall submit proof to Landlord’s
satisfaction that Tenant has in full force and effect the insurances required
under Article 14 of the Lease.


          3.
(a) In connection with the Finish Work, and so long as Tenant is not in
default, Landlord agrees to pay to Tenant an amount equal to the lesser of (1)
One Hundred Forty-Nine Thousand Two Hundred Fifty Dollars ($149,250.00), and
(ii) the actual out-of-pocket Hard Costs incurred by Tenant in connection with
the construction of the Finish Work (such lesser amount being hereinafter
referred to as the “Allowance”). “Hard Costs” means only the
cost of labor and materials and does not include any architectural fees,
engineering fees, design fees, legal fees, permit fees, insurance premiums and
other similar “soft costs,” all of which will be Tenant’s sole responsibility.


          (b)
To receive the Allowance, Tenant shall submit to Landlord a standard AIA
requisition form after Tenant has substantially completed the Finish Work,
together with (i) a certification from Tenant’s architect certifying that the
Finish Work has been completed in accordance with the Working Plans, (ii) lien
waivers from all contractors, subcontractors, suppliers and materialmen who
performed work, furnished services or provided materials in connection with the
Finish Work, and (iii) a copy of the certificate of occupancy and/or any other
permit or approval required in connection with the completion of the Finish
Work and/or Tenant’s occupancy of the Premises. Landlord shall pay the
Allowance to Tenant within thirty (30) days after Landlord’s receipt of the
above documentation.


          Notwithstanding
anything contained herein, any portion of the Allowance not owing to Tenant
within the date that is eighteen (18) months following the execution of this
Amendment, shall at be applied by Landlord as a credit against Tenant’s future
Base Rent obligations hereunder. In addition the Tenant acknowledges and agrees
that Landlord has extended the Allowance in reliance on Tenant completing
payment of its rental obligations for the full Term hereunder, and in the event
Tenant does not fulfill such obligations for any reason, then Landlord shall
not be obligated to pay the Allowance, and Tenant shall be obligated to repay
any portion of the Allowance previously paid to Tenant hereunder.


          In
the event Tenant does not utilize The Walsh Company, who is Landlord’s
preferred contractor for the Building, as its general contractor for the Finish
Work, then Tenant shall be obligated to pay all of Landlord’s reasonable fees
and costs to review all of Tenant’s plans for, and oversight and supervision of
the construction of, the Finish Work which amount shall not exceed $10,000 and
which shall be paid by Tenant to Landlord within 30 days following receipt of
an invoice.





EXHIBIT D 

ROOF SPACE FOR ANTENNA


A, Roof Space for Antenna.


          (i)
Tenant shall have the right, to use space on the roof of the Building for the
purpose of installing, operating and maintaining a Wi-Fi antenna approved by
the Landlord (the “ Antenna”). The exact location of the space on the roof to
be leased by Tenant shall be designated by Landlord (the “Roof Space”).
Landlord reserves the right to relocate the Roof Space as reasonably necessary
during the Term to an alternate location on the roof of the Building.
Landlord’s designation shall take into account Tenant’s use of the Antenna, and
Landlord shall endeavor to give Tenant reasonable prior notice of any such
planned relocation, except in the event of an emergency. Notwithstanding the foregoing,
Tenant’s right to install the Antenna shall be subject to the approval rights
of Landlord and Landlord’s architect and/or engineer with respect to the plans
and specifications of the Antenna, the manner in which the Antenna is attached
to the roof of the Building and the manner in which any cables are run to and
from the Antenna. The precise specifications and a general description of the
Antenna along with all documents Landlord reasonably requires to review the
installation of the Antenna (the “Plans and Specifications”) shall be submitted
to Landlord for Landlord’s written approval no later than 20 days before Tenant
commences to install the Antenna. Tenant shall be solely responsible for
obtaining all necessary governmental and regulatory approvals and for the cost
of installing, operating, maintaining and removing the Antenna. Tenant shall
notify Landlord upon completion of the installation of the Antenna. If Landlord
determines that the Antenna equipment does not comply with the approved Plans
and Specifications, that the Building has been damaged during installation of
the Antenna or that the installation was defective, Landlord shall notify
Tenant of any noncompliance or detected problems and Tenant immediately shall
cure the defects. If the Tenant fails to immediately cure the defects, Tenant
shall pay to Landlord upon demand the cost, as reasonably determined by
Landlord, of correcting any defects and repairing any damage to the Building
caused by such installation. If at any time Landlord, in its sole discretion,
deems it necessary, Tenant shall provide and install, at Tenant’s sole cost and
expense, appropriate aesthetic screening, reasonably satisfactory to Landlord,
for the Antenna (the “Aesthetic Screening”),


          (ii)
Landlord agrees that Tenant, upon reasonable prior written notice to Landlord,
shall have access to the roof of the Building and the Roof Space for the
purpose of installing, maintaining, repairing and removing the Antenna, the
appurtenances and the Aesthetic Screening, if any, all of which shall be
performed by Tenant or Tenant’s authorized representative or contractors, which
shall be approved by Landlord, at Tenant’s sole cost and risk. It is agreed,
however, that only authorized engineers, employees or properly authorized
contractors of Tenant, FCC (defined below) inspectors, or persons under their
direct supervision will be permitted to have access to the roof of the Building
and the Roof Space, Tenant further agrees to exercise firm control over the
people requiring access to the roof of the Building and the Roof Space in order
to keep to a minimum the number of people having access to the roof of the
Building and the Roof Space and the frequency of their visits.





          (iii)
It is further understood and agreed that the installation, maintenance,
operation and removal of the Antenna, the appurtenances and the Aesthetic
Screening, if any, is not permitted to damage the Building or the roof thereof,
or interfere with the use of the Building and roof by Landlord. Tenant agrees
to be responsible for any damage caused to the roof or any other part of the
Building, which may be caused by Tenant or any of its agents or
representatives.


          (iv)
If, in the sole judgment of Landlord, any electrical, electromagnetic, radio
frequency or other interference shall result from the operation of any of the
Antenna, Tenant agrees that Landlord may, at Landlord’s option, shut down
Tenant’s equipment upon 8 hours prior notice to Tenant; provided, however, if
an emergency situation exists, which Landlord reasonably determines in its sole
discretion to be attributable to the Antenna, Landlord shall immediately notify
Tenant orally, who shall act immediately to remedy the emergency situation.
Should Tenant fail to so remedy said emergency situation, Landlord may then act
to shut down Tenant’s equipment. Tenant shall indemnify Landlord and hold it
harmless from, and Tenant waives, all expenses, costs, damages, losses, claims
or other liabilities arising out of said shutdown. Tenant agrees to cease
operations (except for intermittent testing on a schedule approved by Landlord)
until the interference has been corrected to the satisfaction of Landlord. If
such interference has not been corrected within 30 days, Landlord may require
that Tenant immediately remove from the Roof Space the specific item of
equipment causing such interference.


          (v)
Tenant shall, at its sole cost and expense, and at its sole risk, install,
operate and maintain the Antenna in a good and workmanlike manner, and in
compliance with all Building, electric, communication, and safety codes,
ordinances, standards, regulations and requirements, now in effect or hereafter
promulgated, of the Federal Government, including, without limitation, the
Federal Communications Commission (the “FCC”), the Federal Aviation
Administration (“FAA”) or any successor agency of either the FCC or FAA having
jurisdiction over radio or telecommunications, and of the state, city and
county in which the Building is located. Tenant shall cooperate generally with
Landlord and other carriers to permit the Building’s rooftop to be and remain
in compliance with all FCC and OSHA rules and regulations relating to radio
frequency emission levels and maximum permissible exposure, including but not
limited to the rules and regulations adopted in FCC document OET 65 (which
rules and regulations have also been adopted by OSHA). If applicable, Tenant
shall (i) reimburse Landlord for Tenant’s equitable share of the cost of
conducting an initial survey to ensure that the Building’s rooftop is in
compliance with all FCC and OSHA rules and regulations for all carriers (a
“Rooftop Survey”), and (ii) to the extent the Antenna or the operation thereof
causes the Building’s rooftop (or any section thereof) to not be in compliance
with such rules and regulations, Tenant shall promptly remedy any such
non-compliance in accordance with Landlord’s directions and at Tenant’s sole
cost and expense. In the event that Tenant (x) relocates or makes any change to
the Antenna located in the Roof Space or (y) makes any change to the Antenna or
operation thereof which directly or indirectly affects the operation of Antenna
located in the Roof Space, Landlord may, at its option, require that a new
Rooftop Survey be conducted at Tenant’s sole cost and expense by an EME firm
approved by Landlord in its reasonable discretion. If Tenant believes that the
Antenna is excluded from coverage under FCC and OSHA rules and regulations,
Tenant shall demonstrate to Landlord’s reasonable satisfaction that any such
Antenna is so excluded. Under this Lease, the Landlord and its agents assume no
responsibility for the licensing, operation and/or maintenance of Tenant’s
equipment. The Antenna shall be connected to Landlord’s power supply in strict
compliance with all applicable Building, electrical, fire and





safety codes.
Neither Landlord nor its agents shall be liable to Tenant for any stoppages or
shortages of electrical power furnished to the Antenna or the Roof Space
because of any act, omission or requirement of the public utility serving the
Building, or the act or omission of any other tenant, invitee or licensee or
their respective agents, employees or contractors, or for any other cause
beyond the reasonable control of Landlord, and Tenant shall not be entitled to
any rental abatement for any such stoppage or shortage of electrical power.
Neither Landlord nor its agents shall have any responsibility or liability for
the conduct or safety of any of Tenant’s representatives, repair, maintenance
and engineering personnel while in or on any part of the Building or the Roof
Space.


          (vi)
The Antenna, the appurtenances and the Aesthetic Screening, if any, shall
remain the personal property of Tenant, and shall be removed by Tenant at its
own expense at the expiration or earlier termination of this Lease or Tenant’s
right to possession hereunder. Tenant shall repair any damage caused by such
removal, including the patching of any holes to match, as closely as possible,
the color surrounding the area where the equipment and appurtenances were
attached. Tenant agrees to maintain all of the Tenant’s equipment placed on or
about the roof or in any other part of the Building in proper operating
condition and maintain same in satisfactory condition as to appearance and
safety in Landlord’s sole discretion. Such maintenance and operation shall be
performed in a manner to avoid any interference with any other tenants or
Landlord. Tenant agrees that at all times during the Term, it will keep the roof
of the Building and the Roof Space free of all trash or waste materials
produced by Tenant or Tenant’s agents, employees or contractors.


          (vii)
In light of the specialized nature of the Antenna, Tenant shall be permitted to
utilize the services of its choice for installation, operation, removal and
repair of the Antenna, the appurtenances and the Aesthetic Screening, if any,
subject to the reasonable approval of Landlord. Notwithstanding the foregoing,
Tenant must provide Landlord with prior written notice of any such
installation, removal or repair and coordinate such work with Landlord in order
to avoid voiding or otherwise adversely affecting any warranties granted to
Landlord with respect to the roof. If necessary, Tenant, at its sole cost and
expense, shall retain any contractor having a then existing warranty in effect
on the roof to perform such work (to the extent that it involves the roof), or,
at Tenant’s option, to perform such work in conjunction with Tenant’s
contractor. In the event the Landlord contemplates roof repairs that could
affect Tenant’s Antenna, or which may result in an interruption of the Tenant’s
telecommunication service, Landlord shall formally notify Tenant at least 30
days in advance (except in cases of an emergency) prior to the commencement of
such contemplated work in order to allow Tenant to make other arrangements for
such service.


          (viii)
Tenant shall not allow any provider of telecommunication, video, data or
related services (“Communication Services”) to locate any equipment on the roof
of the Building or in the Roof Space for any purpose whatsoever, nor may Tenant
use the Roof Space and/or Antenna to provide Communication Services to an
unaffiliated tenant, occupant or licensee of another building, or to facilitate
the provision of Communication Services on behalf of another Communication
Services provider to an unaffiliated tenant, occupant or licensee of the
Building or any other building.





          (ix)
Tenant acknowledges that Landlord may at some time establish a standard license
agreement (the “License Agreement”) with respect to the use of roof space by
tenants of the Building. Tenant, upon request of Landlord, shall enter into
such License Agreement with Landlord provided that such agreement does not
materially alter the rights or increase the obligations of Tenant hereunder
with respect to the Roof Space.


          (xi)
Tenant specifically acknowledges and agrees that the terms and conditions of
Sections 19 and 20 of the Lease (Waiver of Claims and Indemnity) shall apply
with full force and effect to the Roof Space and any other portions of the roof
accessed or utilized by Tenant, its representatives, agents, employees or
contractors.


          (xii)
If Tenant defaults under any of the terms and conditions of this Exhibit or the
Lease, and Tenant fails to cure said default within the time allowed by the
Lease, Landlord shall be permitted to exercise all remedies provided under the
terms of the Lease, including removing the Antenna, the appurtenances and the
Aesthetic Screening, if any, and restoring the Building and the Roof Space to
the condition that existed prior to the installation of the Antenna, the
appurtenances and the Aesthetic Screening, if any. If Landlord removes the
Antenna, the appurtenances and the Aesthetic Screening, if any, as a result of
an uncured default, Tenant shall be liable for all costs and expenses Landlord
incurs in good faith in removing the Antenna, the appurtenances and the
Aesthetic Screening, if any, and repairing any damage to the Building, the roof
of the Building and the Roof Space caused by the installation, operation or
maintenance of the Antenna, the appurtenances, and the Aesthetic Screening, if
any.