EXHIBIT
10.1
 
  OFFICE
BUILDING
 
 
  LEASE
AGREEMENT
 
 
  110 SPIT
BROOK
 
 
  NASHUA, NEW
HAMPSHIRE
     
 LEASE
AGREEMENT
 
 
  This
Lease Agreement is made and entered into as of June 9, 2004 by and between HEWLETT-PACKARD
 COMPANY,
a Delaware corporation, acting by and through its duly
authorized representative, hereinafter
 referred
to as "Lessor", and SKILLSOFT CORPORATION, a Delaware corporation, hereinafter
referred to as "Lessee."
  In
consideration of the mutual covenants as set forth herein, Lessee and Lessor
hereby agree as follows:
 
  SEC. 1.
LEASED PREMISES, COMMON AREAS AND PARKING:
  A.            Lessor
hereby leases to Lessee and Lessee hereby leases from Lessor, for
 the
rental and on the terms and conditions hereinafter set forth, approximately
37,416 sq.
 f t . of
"Rentable Area" (as hereinafter defined), the usable area of which is indicated
on
 the plan
attached hereto as Exhibit "A" and made a part hereof (the "Leased
Premises")
 on the
second floor of the office building 2 (the "Building") located on the parcel(s)
of
 land
known as and numbered 110 Spit Brook, Nashua, New Hampshire 03062
(the
 "Land").
The Building is part of a three-building complex located on the Land
(the
 "Complex")
that is operated and managed by Lessor as a single unit for cost
center
 purposes.
  B.            The
term "Rentable Area" as used herein shall mean the total of (i) the
 entire
area included within the Leased Premises covered by this Lease, being the
area
 bounded
by the inside surface of any exterior glass walls (or the inside surface of
the
 permanent
exterior wall where there is no glass) of the Building bounding such
Leased
 Premises,
the exterior of all walls separating such Leased Premises from any
public
 corridors
or other public areas on such floor, and the centerline of all walls
separating
 such
Leased Premises from other areas leased or to be leased to other lessees on
such
 f l oor,
and (ii) a pro rata portion of the area covered by the elevator lobbies,
corridors,
 restrooms,
mechanical rooms serving individual floors, electrical rooms, janitor
and
 telephone
closets, and other common areas in the Building. For all purposes of
this
 Lease,
(i) the Rentable Area of the Building shall be deemed to be 249,750 square
feet,
 (ii) the
Rentable Area of the Complex shall be deemed to be 751,254 square feet, and
(iii)
 the
Rentable Area contained within the Leased Premises shall be deemed to be
the
 number of
square feet set forth above. Neither the Base Rent nor any other obligation
of
 Lessee
hereunder shall be increased or reduced by a determination that the amount
of
 Rentable
Area in the Leased Premises, the Building or the Complex is more or less
than
 as set
forth in this Section 1.
  C.           Lessee
acknowledges that the Leased Premises will be delivered to it in
 their "as
is" condition (except for the work to be performed by Lessor as described
in
 Paragraph
2 of the Rider attached hereto and made a part hereof (the "Rider")), that
it
   
   has had an
opportunity to inspect the Leased Premises, and that Lessor has made
no
 warranties or
representations as to the condition of the Leased Premises or as to
its
 sufficiency
for Lessee's purposes or needs, or its conformity with "Legal
Requirements"
 or "Insurance
Requirements" (as hereinafter defined). Lessee's occupancy of the
Leased
 Premises
shall be deemed an acknowledgement that the condition of the Leased
Premises
 is
satisfactory and that Lessor, to the best knowledge of Lessee, has fulfilled
all
 obligations,
if any, with respect to the condition of the Leased Premises. Lessee
shall
 have the
right to access the Leased Premises twenty-four (24) hours per day, every day
of
 the calendar
year, subject to Lessor's security procedures. Lessee's employees
shall
 carry
building identification cards at all times within the Building.
 
  D.            Lessee
shall have the right, as appurtenant to the Leased Premises, to use
 (i)
the ground floor Building entrance lobby, (ii) the common corridors, elevators
and
 stairways providing access to and egress from the Leased Premises within the
Building,
 (iii)
common rest rooms located on the second floor of the Building, and (iv) the
loading
 docks
serving the Building during normal business hours, provided that such use does
not
 conflict with Lessor's use of the loading docks. Lessor shall make a small room
in the
 area
of the loading dock available to Lessee for its exclusive use in connection
with
 Lessee's loading and unloading activities. Lessee shall have no right of access
to or use
 of any
other areas within the Building, including the cafeteria, and shall not enter
into the
 same.
  E.            Lessee,
its employees, and invitees, shall have the right to park passenger
 motor
vehicles in the parking area located on the Land while conducting business in
the
 Leased
Premises;provided that the number of parking spaces to be used by Lessee, its
 employees
and invitees at any one time shall not exceed five spaces per 1,000 square
feet
 of
Rentable Area in the Leased Premises. All parking spaces shall be unreserved and
 non-designated.
 
  SEC. 2.
TERM:
  A.            Subject
to and upon the conditions set forth herein, the initial term of
this
 Lease (the "Initial Term")
shall commence on June 15, 2004 (the "Commencement
 Date") and shall end at midnight on June 14, 2009 (the
"Stated Expiration Date").
 
 B.          1. Subject
to, and in accordance with, the provisions of this Section
 2.B,
Lessee shall have the following options to extend the Lease Term: (i) the option
(the
 "First Extension Option") to extend the Lease Term for a period of up to five
(5) years
 (the "First Extension Term"), commencing upon the expiration of the Initial
Term; and
 (ii) the option (the "Second Extension Option") to extend the Lease Term for a
period of
 up to five (5) years (the "Second Extension Term"), commencing upon the
expiration of
 the First Extension Term (the First Extension Option and the Second Extension
Option
 are sometimes referred to in this Lease, generically, as an "Extension Option";
the First
 Extension Term and the Second Extension Term are sometimes referred to in this
Lease,
 generically, as an "Extension Term"). Lessee shall not have the right to
exercise an
 Extension Option unless, as of each of (a) the date on which Lessee gives to
Lessor
 
 
  written notice of its intention to exercise an Extension Option and (b) the
first day of the
 corresponding Extension Term, (i) there then exists no "Event of Default" (as
hereinafter
 defined) hereunder, nor any event or condition that, with the giving of notice
and/or the
 passage
of time, would constitute an Event of Default hereunder, and (ii) the
Lessee
 named in the Preamble has not assigned this Lease without Lessor's consent, or
subleased
 any portion of the Leased Premises. In addition, Lessee's right to give to
Lessor a
 "Notice of Intention to Exercise Extension Option" (as hereinafter defined)
shall
 automatically terminate effective upon the conveyance by Hewlett-Packard Company
of title to
 the Complex to a third party, and all Extension Options that have not been
validly exercised by
 Lessee in accordance with the terms of this Section 2.B shall be void and of no
further force or
 effect from and after the date of such conveyance of title.
 
 2.            If
Lessee intends to exercise an Extension Option, Lessee shall
 give written notice to Lessor of such intention (a "Notice of Intention to
Exercise
 Extension Option") not earlier than fifteen (15) months prior to the
then-Stated
 Expiration Date and not later than nine (9) months prior to such then-Stated
Expiration
 Date. Lessee must give a separate Notice of Intention to Exercise Extension
Option
 within the time periods stated in the immediately preceding sentence with
respect to each
 Extension Option that Lessee intends to exercise. Lessee shall state in each
Notice of
 Intention to Exercise Extension Option the number of entire (but not partial)
years (which
 shall be not less than one nor more than five years) that Lessee desires to
include in the
 Extension Tenn. with respect to which Lessee is giving such Notice of Intention
to
 Exercise Extension Option.
 
 3.            If
Lessee gives a Notice of Intention to Exercise Extension Option
 in accordance with the provisions of this Section 2.B with respect to the First
Extension
 Option, then:
 (i) If the
duration of the First Extension Term specified in the Notice
 of Intention
to Exercise Extension Option is one year, then (a) the
 Lease Term
shall be deemed extended for a First Extension Term
 of one (1)
year, which shall constitute the full exercise of the First
 Extension
Option and (b) the parties shall proceed to determine
 Base Rent for
the First Extension Term in the manner provided in
 the Rider;
or
  (ii) If the
duration of the First Extension Term specified in the Notice
 of Intention
to Exercise Extension Option is more than one year,
 then,
notwithstanding anything to the contrary herein contained, in
 the event
that Lessor determines in good faith that Lessor will
 require the
use of some or all of the Leased Premises for its own
 business
operations after the expiration of the Initial Term, Lessor
 shall have
the right to negate Lessee's intention to exercise the
 First
Extension Option as set forth in such Notice of Intention to
 Exercise
Extension Option (and thereby void all Extension Options
 and cause the
Lease Term to expire at the end of the Initial Term)
 
 by giving written notice of the
same to Lessee within thirty (30)
 days after Lessor receives Lessee's Notice of Intention to Exercise
 Extension
Option. If Lessor does not give such written notice of
 negation
within such 30-day period, then (a) the Lease Term shall
 be
deemed extended for a First Extension Term equal to the period
 set
forth in the Notice of Intention to Exercise Extension Option,
 which
shall constitute the full exercise by Lessee of the First
 Extension
Option, and (b) the parties shall proceed to determine
 Base Rent
for the First Extension Term in the manner provided in
 the
Rider. For the purposes of this Lease, the phrase "Lessor will
 require
the use of some or all of the Leased Premises for its own
 business
operations" shall mean that some or all of the Leased
 Premises
will be occupied by Lessor and its employees, and not be
 leased to
or occupied by third parties.
 
 4.            If
Lessee validly exercised the First Extension Option and Lessor
 did not timely give notice to Lessee pursuant to Section 2.B.3(ii) above to
negate the
 exercise
of the First Extension Option, then Lessee shall have the right to give a Notice
of
 Intention to Exercise Extension Option in accordance with the provisions of this
Section
 2.B with respect to the Second Extension Option. If Lessee so gives a Notice of
Intention
 to Exercise Extension Option in accordance with the provisions of this Section
2.B with
 respect to the Second Extension Option, then Lessee shall state in such Notice
the desired
 duration of the Second Extension Term. Notwithstanding anything to the contrary
herein
 contained, in the event that Lessor determines in good faith that Lessor will
require the
 use
of some or all of the Leased Premises for its own business operations after
the
 expiration of the First Extension Term, Lessor shall have the right to negate
Lessee's
 intention to exercise the Second Extension Option as set forth in such Notice of
Intention
 to Exercise Extension Option (and thereby void the Second Extension Option and
cause
 the Lease Term to expire at the end of the First Extension Term) by giving
written notice
 of the same to Lessee within thirty (30) days after Lessor receives Lessee's
Notice of
 Intention to Exercise Extension Option with respect to the Second Extension
Option. If
 Lessor does not give such written notice of negation within such 30-day period,
then (a)
 the Lease Term shall be deemed extended for a Second Extension Term equal to
the
 period set forth in the Notice of Intention to Exercise Extension Option, which
shall
 constitute
the full exercise by Lessee of the Second Extension Option, and (b) the
parties
 shall proceed to determine Base Rent for the Second Extension Term in the
manner
 provided in the Rider.
  C.
All the provisions of this Lease shall apply during each of the
Extension
 Terms
without any further action by Lessor or Lessee except that (i) Base Rent
during
 each
Extension Term shall be the "Fair Market Rent" determined in accordance with
the
 Rider,
and (ii) there shall in no event be more than two Extension Terms. As used in
this
 Lease,
(a) the term "Lease Term" shall mean the Initial Term as it may be extended
by
 any
Extension Term pursuant to an Extension Option validly exercised by Lessee
in
 accordance
with the provisions of Section 2.B, and (b) the term "Stated
Expiration
 Date"
shall mean the last day of the Initial Term (or, if the Lease Term has been
extended
 
 
  pursuant to an Extension Option validly exercised by Lessee in accordance with
the provisions of
 Section 2.B, the last day of the corresponding Extension Term).
  SEC. 3.
USE: The Leased Premises shall be used and occupied by Lessee solely for
general
 office
and software development purposes (the "Permitted Uses"), and for no other use
or
 purpose.
In its use of the Leased Premises, Lessee shall, at its sole cost and expense,
comply
 with
applicable "Legal Requirements" and "Insurance Requirements" (as hereinafter
defined).
  SEC. 4.
SECURITY DEPOSIT: Upon the execution of this Lease, Lessee shall deposit
with
 Lessor
the sum of $21,826.00 (the "Security Deposit") as security for the punctual
performance
 of each
and every obligation of Lessee under this Lease and not as a prepayment of
rent
 hereunder.
Lessor may commingle the Security Deposit with Lessor's other funds, and
no
 interest
shall be due thereon. Lessor may use the Security Deposit to cure any default by
Lessee
 and, in
the event that Lessor so applies all or any portion of the Security Deposit,
Lessee shall
 pay to
Lessor, as Additional Rent, the amount so expended by Lessor within (i) ten (10)
days of
 notice
given by Lessor in the case of amounts of more than $500 so expended, or (ii)
fifteen (15)
 days of
notice given by Lessor in the case of amounts of not more than $500 so expended,
so that
 at all
times (subject to the grace periods hereinabove referenced) Lessor shall be
entitled to hold
 the full
Security Deposit. Any failure of Lessee to restore any amount expended from
the
 Security
Deposit within the applicable grace period specified in this Section shall
immediately
 constitute
an Event of Default hereunder without the necessity of any further notice or
passage of
 time.
Lessor shall assign the Security Deposit to any successor or assign of Lessor
under this
 Lease,
and thereafter Lessor shall have no further responsibility therefor. Within
thirty (30) days
 after the
expiration or earlier termination of the Lease Term, Lessor shall inspect the
Leased
 Premises,
make such deductions from the Security Deposit as may be required to cure
any
 defaults
by Lessee hereunder, and, if Lessee is not then in default hereunder, pay the
balance of
 the
Security Deposit to Lessee.
  SEC. 5. BASE RENT: As part of the consideration of the execution of this Lease,
Lessee
 covenants and agrees and promises to pay base rent ("Base Rent") for the Initial
Term described
 in Section 2.A above, at the rate of $261,912.00 per year, payable in monthly
installments of
 $21,826.00. Base Rent during an Extension Term shall be the "Fair Market Rent"
as defined in,
 and determined pursuant to, the provisions of the Rider, and shall be payable in
equal monthly
 installments. Until Lessor gives Lessee other instructions, Base Rent and all
other amounts due
 under this Lease (collectively, "Additional Rent") shall be payable by Lessee to
Lessor at the
 address of Lessor set forth below (or at such other address as Lessor may from
time to time
 specify in writing to Lessee):
  Hewlett-Packard
Company
 c/o
MacMunnis,
Inc.
 1840 Oak
Avenue
 Suite
300
 Evanston,
Illinois 60201
 
 The Base Rent payable hereunder shall be payable in legal tender of the United
States of
 America,
in advance, without demand and without offset, abatement or deduction (except
as
 
 
 otherwise
expressly provided in this Lease), commencing on September 15, 2004 (the "Rent
Commencement
 Date")
and continuing on the first day of each calendar month during the Lease Term
thereafter;provided,
 however that
the first installment of Base Rent shall be paid on September 15, 2004. Base
Rent for the
 period
September 15 - 30, 2004, and for any partial month at the expiration or earlier
termination of this Lease,
 shall be
pro-rated.
 
 Any Base Rent or Additional Rent (collectively, "Rent") not received by the
Lessor within five
 (5)
days after the date on which the same is due hereunder, shall be accompanied by
a late charge
 of
5% of the amount of such overdue installment of Rent.
  Notwithstanding
anything to the contrary contained in this Lease, provided that no
 "Event of
Default" (as hereinafter defined) has occurred, Lessee shall be entitled to a
credit
 against
each monthly installment of Base Rent due and payable during the Initial Tenn in
the
 amount of
$2,598.33 per month, commencing on the Rent Commencement Date. In the
event
 that this
Lease is terminated by reason of the occurrence of an Event of Default
hereunder,
 Lessee
shall not be entitled to such credit with respect to any period from and after
the effective
 date of
such termination.
 
  SEC. 6.
ESCALATION RENT: For purposes of this Section:
  A. "Operational Expenses" means all expenses, costs and disbursements
of
 every
kind and nature as determined in accordance with Lessor's accounting
practices
 which the
Lessor shall pay or become obligated to pay because of, or in connection
with,
 the
ownership, management, or operation of the Land, the Building, the Complex, or
any
 other
improvements located on the Land (collectively, the "Property"), including
the
 following:
  (i)            Wages
and salaries of all employees engaged in operation and
 maintenance
of the Property, including taxes, insurance and benefits relating
 thereto, and fees for managing the Property;provided, however,
that there shall
 be excluded from Operational Expenses for the purposes of this Lease
any
 management fee paid by Lessor in excess of that typically paid by landlords
in
 connection with the provision of a similar level of management services
to
 comparable buildings in the vicinity of the Property in arm's length
transactions
 between unaffiliated parties.
  (ii)            All
supplies, materials and tools used in the operation,
 maintenance, repair and security of the Property and Property facilities (with
the
 cost of any such supplies, materials and tools that are used at more than one of
Lessor's
 properties being pro-rated among such properties).
  (iii)            Cost
of all utilities, including gas, water, electricity, heating, air
 conditioning, and ventilation, for the Complex, including lighting the
Property.
  (iv)            Cost
of all janitorial, security, maintenance and service
 agreements, including window cleaning, snow removal and elevator
maintenance.
 
  (v)            Cost
of casualty and liability insurance applicable to the Property
 and Lessor's personal property used in connection therewith;provided, however,
 that if the cost of such insurance increases by reason of a specific use
being made
 of portion(s) of the Property by Lessee, Lessor or another occupant
(rather than by
 reason of increases in premiums for such insurance generally applicable
to
 office/R&D use), then the amount of such increase attributable to such
specific
 use shall be excluded from Operational Expenses and shall be charged to
and
 payable by the party(ies) whose use has resulted in such increase in
insurance
 costs.
  (vi)            Property
Taxes. The term "Property Taxes" shall mean all ad
 valorem
taxes, personal property taxes and all other taxes, assessments, use
and
 occupancy taxes, transit taxes, water and sewer charges, excises, levies,
license
 and permit fees and all other similar charges (but specifically excluding
federal
 and
state taxes on income), if any, whether federal, state, county or municipal,
and
 whether they be taxing districts or authorities presently taxing the Property or
any
 portion thereof, which are levied, assessed, or imposed upon or become due
and
 payable in connection with, or a lien upon, the Land, the Building, the
Complex,
 the
Property, or facilities used in connection therewith and rentals or
receipts
 therefrom, and all taxes of whatsoever nature that are imposed in substitution
for
 or in lieu of any of the taxes, assessments, or other charges included in
this
 definition of "Property Taxes."
  (vii)            Cost
of repairs and general maintenance (excluding repairs and
 general
maintenance paid by proceeds of insurance or by Lessee or other
third
 parties, and alterations attributable solely to lessees of the Complex other
than
 Lessee);provided, however,
that for the purposes of this Lease (a) there shall be
 excluded from Operational Expenses repairs and general maintenance
costs
 incurred by Lessor with respect solely to either Building 1 or Building 3 of
the
 Complex and no portion of which is incurred with respect to Building 2 of
the
 Complex (i.e., the Building in which the Leased Premises are located); and
(b)
 with
respect to costs incurred by Lessor pursuant to Section 8.A below that
would
 be classified as "capital" under generally accepted accounting practices,
such
 costs (together with interest thereon at an annual rate equal to the prime rate
at the
 time of such expenditure plus two (2) percentage points) shall be amortized on
a
 straight-line
basis over an appropriate period reasonably selected by Lessor in
 accordance with generally accepted accounting practices, and there shall
be
 included in Operational Expenses for each year on account thereof only
the
 amount of such year's amortization amount.
  B.           "Proportionate
Share" shall be the figure obtained, as expressed in a
 percentage,
by dividing the Rentable Area of the Leased Premises by the total
Rentable
 Area of
the Complex. For the purposes for this Section, the parties hereto agree
that
 Lessee's
Proportionate Share is 4.98%;provided, however,
that with respect to
 Operational
Expenses incurred with respect to less than all of the three buildings
included
  
   in the Complex, Lessee's Proportionate Share thereof shall be the figure
obtained, as expressed in a percentage,
 by dividing the Rentable Area of the Leased Premises by the total Rentable Area
of the buildings of the Complex
 with respect to which such Operational Expenses were
incurred.
 
 C.           Lessee
shall pay to Lessor as Additional Rent its Proportionate Share of
all
 Operational
Expenses in the following manner:
  (i)           Lessee
shall, for the portion of the Lease Term contained in calendar year
 2004, pay to Lessor on account of Lessee's Proportionate Share of Operational
Expenses
 the sum of $22,792.58 per month (computed on the basis of $7.3 1 /sf/year x
37,416 sf), on
 the Rent Commencement Date and on the first day of each calendar month
thereafter
 during calendar year 2004 (with the first payment on account of Operational
Expenses to
 be made on September 15, 2004 and to be in an amount equal to the pro-rated
remainder
 for the month of September, 2004). Subsequent payments on account of
Operational
 Expenses shall be due and payable on the first day of every calendar month
during the
 term of this Lease. Lessee acknowledges that the amount set forth in the first
sentence of
 this subsection (i) is only a good faith estimate of the amount of Lessee's
Proportionate
 Share of Operational Expenses for calendar year 2004. Within a reasonable time
after the
 commencement of each calendar year after 2004 (hereinafter called a
"Subsequent
 Year"), Lessor shall notify Lessee in writing of the amount of Lessor's good
faith
 estimate of Lessee's Proportionate Share of Operational Expenses for such
Subsequent
 Year. In each Subsequent Year, Lessee shall pay to Lessor on the first day of
each and
 every month during such Subsequent Year, a sum equal to one-twelfth of
Lessor's
 estimate of Lessee's Proportionate Share of the Operational Expenses for such
year;
 provided, however, that Lessor shall have the right from time to time to
deliver updated
 written estimates to Lessee of the monthly installments to be paid by Lessee to
Lessor on
 account of Lessee's Proportionate Share of Operational Expenses, in which case
Lessee
 shall
thereafter pay such revised amount to Lessor on the first day of each calendar
month
 during the Lease Term. Lessee acknowledges that any such estimate provided by
Lessor
 is only a good faith estimate of the amount of Lessee's Proportionate Share
of
 Operational Expenses during such period; or in the alternative
  (ii)            Within
ninety (90) days after the end of any quarter or calendar year
 included
(in whole or in part) within the Lease Term, Lessor shall give written notice
to
 Lessee of the amount of such Additional Rent due from Lessee, and Lessee agrees
to make
 payment of the Additional Rent due from Lessee to Lessor within ten (10)
days
 following receipt of this notice.
 
 Within
ninety (90) days after the end of calendar year 2004 Lessor shall give
to
 Lessee a computation of Lessee's Proportionate Share of Operational Expenses for
the
 period
September 15 - December 31, 2004, and within ninety (90) days after the end
of
 each
Subsequent Year Lessor shall give to Lessee a computation of
Lessee's
 Proportionate
Share of Operational Expenses for such Subsequent Year, and within
ten
 days following receipt of such computation Lessee shall pay to Lessor its
Proportionate
 Share
of Operational Expenses as shown on such computation less the payments made
by
 
 
 Lessee to Lessor pursuant to this subparagraph (ii) during the preceding
calendar year, or if Lessee has overpaid
 such
Proportionate Share, the Lessor shall refund any overpayment or credit the same
against Lessee's Proportionate
 Share of Operational Expenses for the next succeeding calendar
year.
  If the Lease Term commences after the beginning of a calendar year or
expires
 before the end of a calendar year, Lessee's Proportionate Share of Operational
Expenses
 for such year shall be adjusted proportionately. Lessee's obligations under this
Section
 6.C shall survive the expiration or earlier termination of this Lease with
respect to the portion of the
 calendar year occurring prior to the effective date of such expiration or
earlier
 termination.
  The parties hereby agree that the amount to be paid by Lessee on account of
electricity charges shall be
 separately determined in accordance with the provisions of Section 7 below,
rather than included in the
 amount of Operational Expenses with respect to which Lessee is obligated to pay
Lessee's Proportionate
 Share thereof. Notwithstanding the different method of calculation of the amount
of Lessee's obligation
 with respect to electricity charges, references in this Lease to Lessee's
obligation to pay "Lessee's
 Proportionate Share" of Operational Expenses shall be deemed to include the
amount of Lessee's
 obligation with respect to electricity charges as determined in accordance with
the provisions of Section
 7 below.
 
 D.            Upon
Lessee's written request made within one hundred twenty (120)
 days
after the end of a calendar year, Lessor shall provide to Lessee (i) copies of
Property
 Tax
bills for the prior calendar year, and (ii) copies of Lessor's cost center
reports
 relating
to the Complex for the prior calendar year. In the event that the materials
so
 provided
demonstrate that Lessee has made an overpayment of Operational Expenses
for
 such
calendar year, Lessor shall credit the amount of such overpayment to the
next
 succeeding
payment(s) of Base Rent and Additional Rent due hereunder (or, if this
Lease
 has
expired without Lessee then being in default hereunder, Lessor shall refund
the
 amount of
such overpayment to Lessee). Lessor shall have no obligation to provide
any
 documentation
to Lessee in response to any such request by Lessee other than those
items
 expressly
identified in this Paragraph D.
  SEC. 7.
SERVICES AND UTILITIES: Subject to the provisions of this Lease, Lessor shall
furnish to Lessee the
 following
services during the Lease Term:
  (a)            Janitorial
service for Building standard items, which shall initially be in
 accordance with the standards set forth on Exhibit "C" attached hereto and made
a part
 hereof.
  (b)            Elevator
service during normal business hours (with reduced passenger
elevator
 service made available outside normal business hours).
  (c)            Air
conditioning and heating as reasonably required in Lessor's judgment
for
 comfortable use and occupancy of the Leased Premises under normal office
conditions or
 
  
  
 in accordance with applicable governmental regulations or guidelines;provided,however, that
Lessor shall
 be obligated to furnish heat or air conditioning to the Leased Premises only at
such times and on such days
 as
are necessary, in Lessor's judgment, to meet the needs of the occupants of the
Building; and Lessor shall
 not
be required to furnish heat and air conditioning before 7:00 A.M. or after 7:00
P.M. on week days, or on
 weekends or holidays observed by Lessor.
 
  (d)            Electricity
for normal office use.
  (e)            Tempered
and refrigerated water at those points of supply provided for
general
 use of other lessees in the Complex.
  The cost to Lessor of providing the above-referenced services shall be included
in
 Operational
Expenses. No interruption or malfunction of any such services shall render
Lessor
 liable for damages or entitle Lessee to be relieved from any of its obligations
hereunder or grant
 Lessee any right of set-off or recoupment. Unless expressly set forth in this
Section, Lessor shall
 have
no obligation to provide any utility or service to the Leased Premises or the
Building.
  For purposes. of calculating the amount of Lessee's payment obligation with
respect to
 electricity charges hereunder (the "Electricity Charge"), the base amount (the
"Base Electricity
 Charge") of electricity charges to be paid by Lessee shall be $3.18 per year per
square foot of
 Rentable Area in the Leased Premises ($118,982.88 per year), based upon the rate
charged to
 Lessor as of the date of this Lease by the company providing electricity to the
Complex of
 $.09/KwH
(the "Base Electricity Rate"). Subject to the provisions of the last paragraph
of
 Section 6.C above, the Electricity Charge shall be included in Operational
Expenses and shall be
 payable by Lessee to Lessor at the times and in the manner provided in Section 6
above for the
 payment of Lessee's Proportionate Share of Operational Expenses. If, from time
to time, the rate
 charged to Lessor for electricity service to the Complex by the company
providing the same (the
 "Electricity Rate") should increase above the Base Electricity Rate,' the
Electricity Charge
 payable
by Lessee hereunder shall increase effective as of the date of such increase in
the
 Electricity Rate, which increased Electricity Charge shall be calculated by
multiplying the Base
 Electricity Charge by a fraction, the numerator of which is the most recent
increased Electricity
 Rate and the denominator of which is the Base Electricity Rate. The parties
acknowledge and
 agree that the Base Electricity Charge has been established based on the
assumption that Lessee
 will consume electricity in the Leased Premises at a rate comparable to that of
other occupants of
 administrative/office space in comparable buildings in the vicinity of the
Property; if at any time
 Lessee's consumption should exceed this amount, Lessor reserves the right to
adjust the amount
 of the Electricity Rate accordingly.
  In addition, Lessee shall pay to Lessor, as Additional Rent, monthly as billed,
such
 charges as may be separately metered or submetered with respect to the Leased
Premises. At the
 request of Lessee, or upon Lessor's own initiative, Lessor shall install a
separate meter or
 submeter to measure the consumption of one or more utilities in the Leased
Premises. The cost
 of installation of such meters or submeters shall be borne equally by Lessor and
Lessee. From
 and
after the installation of any such separate meter or submeter, Lessee shall pay
the full
 amount for the utility so metered or submetered based on such meter or submeter
reading. In
 
  
  
 lieu of requesting the installation of a meter or submeter, Lessee and Lessor
shall each have the right to cause the
 applicable utility provider to perform an audit of the consumption of such
provider's utility service within the
 Leased Premises, at the sole expense of the party requesting such audit, the
report of which audit shall be shared
 with
the other party to this Lease. If such audit report demonstrates that the actual
cost of such utility service as
 consumed
within the Leased Premises is less than or more than the amount paid by Lessee
based on its
 Proportionate Share of the total charge for such utility to the Complex (or, in
the case of electricity charges,
 if such audit report demonstrates that the actual cost of electricity
attributable to the Leased Premises is less than
 or
more than the then-current Electricity Charge as determined in accordance with
the provisions of this Section 7),
 Lessee and Lessor shall make an equitable adjustment to the amount of such
charge on a prospective basis.
 
  In the event that Lessee desires air conditioning or heating at any time or
times other than
 as specified in subparagraph (c) of this Section 7 and Lessor consents to the
furnishing of such
 service at the time or times requested by Lessee, Lessee shall be charged for
such air
 conditioning or heating furnished by Lessor during such periods at
Lessor's then standard hourly
 rate applicable during the periods when such services are furnished (which rate
shall reflect the
 actual cost to Lessor (including depreciation) of operating the air conditioning
or heating system
 after
normal business hours). Such rate may be changed by Lessor at any time and from
time to
 time during the term of this Lease as Lessor's cost of providing such service
changes.
 Lessor shall have the right, exercisable upon reasonable advance notice to
Lessee (except
 in
the case of an emergency, when only such notice as is practicable under the
circumstances
 need be given), to temporarily suspend any utility service to the Leased
Premises or the Building
 (or
any portion thereof) in order to facilitate the performance of construction,
repair, restoration,
 or alteration activities. Lessor shall make reasonable efforts to provide
substitute utility service
 for any service so suspended, but Lessor shall not be liable to Lessee for any
such suspension.
  SEC. 8.
MAINTENANCE, REPAIRS, ACCESS AND USE:
  A.           Lessor
shall, except as otherwise provided herein, provide for the
 maintenance
and repair of the exterior walls, exterior windows, roof, structural
elements,
 common
areas, and Building systems equipment (other than equipment installed by
any
 lessee),
the cost of which shall be included in Operational Expenses. Unless
otherwise
 expressly
stipulated herein, Lessor shall not be required to make any improvements
or
 perform
any maintenance or repairs of any kind or character on the Leased Premises
or
 the
Building during the Lease Term except that Lessor shall make such modifications
to
 the
Building (including the Leased Premises) as may be required in order to comply
with
 "Legal
Requirements" (as hereinafter defined) applicable to general office use that
first
 become
effective after the date of this Lease, the cost of which modifications shall
be
 included
in Operational Expenses;provided, however,
that if such newly-enacted Legal
 Requirements
require any modifications to be made to the Leased Premises by reason
of
 any use
being made thereof other than general office use (without intending hereby
to
 modify
the definition of "Permitted Uses" set forth in Section 3 above), then
such
 modifications
shall be made by Lessor at the sole cost of Lessee. Lessee shall
promptly
 give
Lessor written notice of any damage in the Leased Premises or the
Building
 
 
  requiring
repair by Lessor, and Lessor shall not be liable for any damages resulting from
the
 failure
to make any such repair.
 
 B.            Lessor,
its officers, agents and representatives shall have the right to
enter
 all
parts of the Leased Premises at all reasonable hours to inspect, clean, make
repairs,
 alterations
and additions to the Building or Leased Premises which it may deem
 necessary
or desirable, or to provide any service which it is obligated to furnish
to
 Lessee,
or to show the Leased Premises to prospective lessees during the last six
(6)
 months of
the Lease Term, and Lessee shall not be entitled to any abatement or
reduction
 of
Rent by reason thereof. Except in case of emergency, such entry shall be made
upon
 at
least twenty-four (24) hours' advance written notice to Lessee, and persons
making
 such
entry shall be accompanied by a representative of Lessee (unless Lessee fails
to
 make such
a representative available after Lessor timely gives such notice).
 Notwithstanding
anything to the contrary contained in this Lease, in the event of
an
 emergency,
Lessor shall be permitted to enter upon the Leased Premises at any time
and
 with only
such notice (if any) to Lessee as is practicable under the
circumstances.
 
 C.            Lessor
may at its option and at the cost and expense of Lessee, repair or
 replace
any damage or injury done to the Building or any part thereof, caused by
Lessee,
 Lessee's
agents, employees, licensees, invitees or visitors; Lessee shall pay the
cost
 thereof
to Lessor as Additional Rent, on demand. Lessee further agrees to maintain
and
 keep the
interior of the Leased Premises, all alterations, additions or changes to
the
 Leased
Premises made by Lessee, and all equipment installed by Lessee in the
Building,
 in good
repair and condition (reasonable wear and tear excepted), at Lessee's
expense.
 Lessee
agrees not to commit or allow any waste or damage to be committed on
any
 portion
of the Leased Premises, and at the termination of this Lease, by lapse of time
or
 otherwise,
and to maintain the Leased Premises in as good condition as on date of
first
 possession
by Lessee, reasonable wear and tear alone excepted.
 
 D.            Lessee
will not: use, occupy or permit the use or occupancy of the Leased
 Premises
for any purpose which is not permitted under "Legal Requirements"
or
 "Insurance
Requirements" (as hereinafter defined), or which may be dangerous to
life,
 limb, or
property; or permit the maintenance of any public or private nuisance; or do
or
 permit
any other thing which may disturb the quiet enjoyment of any other lessee of
the
 Building;
or keep any substance or carry on or permit any operation which might
emit
 offensive
odors or conditions into other portions of the Building; or use any
apparatus
 which
might make undue noise or set up vibrations in the Building; or permit anything
to
 be
done which would increase the fire and extended coverage insurance rate on
the
 Building
or contents, and if there is any increase in such rates by reason of acts of
Lessee,
 then
-Lessee agrees to pay such increase promptly upon demand therefor by
Lessor.
 Lessor
will not use, occupy or permit the use or occupancy of any portion of the
Complex
 then
occupied by Lessor for its own business purposes, for any purpose which is
not
 permitted
under "Legal Requirements" or "Insurance Requirements" (as
hereinafter
 defined).
As used in this Lease, (i) the term "Legal Requirements" means,
collectively,
 those
statutes, by-laws, codes, and ordinances (and all rules and regulations
thereunder),
 licenses,
permits, approvals, consents, executive orders and other administrative
orders,
 
 
 
 judgments, decrees, and other judicial orders of or by any governmental
authority which
 may at any time be applicable to the Land or the Building or to any condition or
use
 thereof, and (ii) the term "Insurance Requirements" means, collectively, the
terms of
 any policy of insurance maintained by Lessor or Lessee and applicable to the
Land or the
 Building or to the use of any portion of either, and all requirements of the
issuer of any
 such policy and all orders, rules, regulations and other requirements of the
National
 Board
of Fire Underwriters, or any other body exercising similar
functions.
  SEC. 9.
LIENS: Lessee shall not permit any mechanics' liens, materialmen's liens, or
other liens to be fixed or
 placed
against the Leased Premises or the Building and shall immediately discharge
(either by payment or
 by filing
of the necessary bond) any such lien which is allegedly fixed or placed against
the Leased Premises
 or the
Building or the Complex by any person or entity claiming against Lessee or
anyone claiming by or through Lessee.
  SEC. 10.
ALTERATIONS: All alterations, additions or changes to the Leased Premises
that
 Lessee
desires to make shall require Lessor's prior written consent, after submission
to Lessor of
 plans and
specifications showing the alterations, additions or changes Lessee desires to
make and
 any other
information reasonably requested by Lessor, which consent shall not be
unreasonably
 withheld,
delayed or conditioned;provided, however,
that Lessor's consent shall not be required
 for
painting or installing removable decorative items (other than wall coverings and
floor
 coverings).
All alterations, additions or changes shall: be made by bondable (unless
otherwise
 approved
by Lessor) workers and contractors approved in advance in writing by Lessor,
which
 approval
shall not be unreasonably withheld, delayed or conditioned(provided,
however, that
 with
respect to alterations, additions or changes costing less than $50,000 in the
aggregate being
 performed
at any one time, such workers and contractors need not be bondable, but they
shall
 still be
subject to Lessor's approval as previously provided); be performed in accordance
with
 the plans
and specifications previously delivered to (and where required by this Lease,
as
 approved
by) Lessor; be done in a manner so as to create the least possible disruption
or
 inconvenience
to Lessor and to other lessees in the Building and other workers and
contractors
 performing
work in the Building; and shall be done in a good and workmanlike
manner
 employing
new construction materials at least equal in quality to those of the existing
Building,
 and in
compliance with all Legal Requirements, Insurance Requirements, "Rules
and
 Regulations"
(as hereinafter defined), and the plans and specifications submitted to (and,
where
 required,
approved by) the Lessor. Before commencing work, Lessee shall: secure all
necessary
 licenses,
permits and approvals required by applicable Legal Requirements, and furnish
copies
 thereof
to Lessor; at Lessor's request, provide (or cause its contractor to provide)
such bonds or
 other
assurances satisfactory to Lessor protecting Lessor against claims arising out
of the
 furnishing
of labor and materials for the work; and carry or cause each contractor to
carry
 insurance
with such coverages and in such amounts as Lessor may reasonably require (all
such
 insurance
to be written in companies approved by Lessor and Lessee shall deliver to
Lessor
 certificates
of all such insurance prior to the commencement of such work). Within two
(2)
 weeks
after completion of any alterations, additions or changes involving Building
systems,
 hardwall
partitions, or structural changes, Lessee shall submit as-built drawings or
sketches of
 the
completed work to Lessor.
  
  Lessee shall indemnify, defend and hold harmless Lessor and its officers,
directors, servants,
 agents,
employees, contractors and invitees from and against any and all liability,
damage, penalties
 or
judgments and from and against any claims, actions, proceedings and expenses and
costs in
 connection
therewith, including reasonable attorneys' fees, resulting from any alterations,
additions
 or
improvements undertaken by or on behalf of Lessee, which obligations shall
survive the expiration
 or
termination of this Lease with respect to work performed by or on behalf of
Lessee prior to such
 expiration
or termination.
 
 In the course of any work being performed by or on behalf of Lessee, Lessee
agrees to use labor
 compatible
with that being employed by Lessor for work in the Building or on the Property,
and not to
 employ or
permit the use of any labor or otherwise take any action which might result in a
labor dispute
 involving
personnel providing services in the Building or on the Property pursuant to
arrangements
 made
by Lessor.
 
 Lessee shall not, without the specific written consent of Lessor and Lessee's
written
 agreement
to pay additional costs resulting therefrom, install any apparatus or device
within the
 Leased
Premises, including electronic data processing machines, punch card machines or
any
 other
machines, that would (i) weigh in excess of the machines normally used in
comparable
 buildings
in Nashua, New Hampshire; or (ii) use electrical power in excess of that
available to
 the
Leased Premises through the Building's existing electrical system; or (iii) in
any way
 increase
the amount of electrical power, water, gas heating or air conditioning used by
Lessee in
 the
Leased Premises to an amount in excess of the amount usually furnished at such
time for use
 by
lessees in general office space in other similar buildings in Nashua, New
Hampshire.
 
  SEC. 11.
FURNITURE, FIXTURES AND PERSONAL PROPERTY: Lessee may remove its
 trade
fixtures, office supplies and movable office furniture and equipment provided:
(a) such
 removal
is made prior to the expiration or earlier termination of this Lease; and (b)
Lessee
 promptly
repairs all damage caused by such removal. All other property at the Leased
Premises
 and any
alterations or additions to the Leased Premises (including wall-to-wall
carpeting,
 paneling
or other wall covering) shall become the property of Lessor and shall remain
upon and be
 surrendered
with the Leased Premises as a part thereof at the expiration or earlier
termination of this
 Lease,
Lessee hereby waiving all rights to any payment or compensation therefor. If,
however, Lessor
 so
requests in writing at the time of its approval of the plans therefor submitted
by Lessee,
 Lessee
shall, prior to the expiration or earlier termination of this Lease, remove the
alterations,
 additions,
fixtures, equipment and property placed or installed by it in the Leased
Premises as so
 requested
by Lessor, and will repair any damage caused by such removal. If any property
which is
 required
to be removed by Lessee is not removed within the specified time, Lessor may, in
addition
 to its
other rights and remedies, treat such property as abandoned, and may remove such
property
 and store
the same at Lessee's expense, and Lessee shall reimburse Lessor on demand for
the
 expenses
incurred in doing so.
 
  SEC. 12. SUBLETTING AND ASSIGNING: Lessee shall not assign or otherwise transfer
this
 Lease or any interest herein, and shall not sublet the Leased Premises or any
portion thereof, or
 any right or privilege appurtenant thereto, or suffer or permit any other party
to occupy or use the
 Leased
Premises or any portion thereof, without the prior express written consent of
Lessor,
 which consent may be withheld by Lessor in its sole and absolute discretion.
Lessee shall not
 
 
  mortgage,
pledge, hypothecate or otherwise encumber this Lease or any interest herein.
Lessee
 shall
reimburse Lessor on demand, as Additional Rent, for all reasonable expenses
(including
 reasonable
attorneys' fees) incurred by Lessor in connection with any such assignment
or
 subletting.
  If Lessee wishes to enter into an assignment or sublease with respect to all or
any portion
 of
the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the
proposed
 instrument
containing all of the terms and conditions of such proposed assignment or
sublease,
 (ii) a
reasonably detailed description of the business operations proposed to be
conducted in the
 Leased
Premises by such assignee or sublessee, (iii) such financial information
concerning such
 proposed
assignee or sublessee as Lessor may reasonably require, (iv) schematic plans
and
 specifications
for any alterations which Lessee or such assignee or sublessee seeks to make
in
 connection
with such proposed assignment or sublease (with complete plans and
specifications to
 be
submitted and approved prior to the commencement of any construction, as
required under
 Section
10), and (v) a written agreement, in form reasonably approved by Lessor, between
such
 proposed
assignee or sublessee and Lessor in which such assignee or sublessee agrees
with
 Lessor to
perform and observe all of the terms, covenants and conditions of this
Lease.
  Within thirty (30) days after receipt of the notice of the proposed assignment
or subletting and the other
 information
required to be provided to Lessor hereunder, Lessor shall notify Lessee in
writing whether it
 consents
to, or withholds its consent to, the proposed assignment or subletting. Failure
of Lessor to
 so
notify Lessee within such time period shall be deemed to constitute Lessor's
withholding its consent
 to
such assignment or subletting. If Lessor consents to such proposed assignment or
subletting, then
 prior
to such assignment or sublease becoming effective (and as a condition precedent
to the effectiveness
 thereof),
Lessee shall deliver to Lessor an original of the fully-executed instrument of
assignment or sublease
 and of
the agreement described in clause (v) above.
 
 Notwithstanding any such consent, the undersigned Lessee shall remain jointly
and
 severally
liable (along with each approved assignee or sublessee, who shall
automatically
 become
liable for all obligations of Lessee hereunder), and Lessor shall be permitted
to enforce
 the
provisions of this Lease directly against the undersigned Lessee and/or any
assignee or
 sublessees
without proceeding in any way against any
other person. If Lessee enters into an
 assignment
or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10)
days
 of
receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated
basis in the case
 of
a sublease covering less than all of the Leased Premises) the consideration,
rent, or other
 charges
payable to Lessee under such assignment or sublease exceed the sum of (i) the
Rent to
 be
paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties
for costs
 reasonably
incurred in connection with such assignment or sublease (including
advertising,
 architect's
and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs)
all
 amortized
for these purposes over the term of this Lease (in the case of an assignment) or
over
 the term
of the sublease (in the case of a sublease). No consent to an assignment or
sublease or
 collection
of rent by Lessor directly from any assignee or sublessee, or failure so to
collect such
 rent,
shall be deemed a waiver of the provisions of this Section, an acceptance of
such assignee
 or
sublessee as a lessee hereunder, or a release of Lessee from direct and primary
liability for the
 performance
of all of the covenants of this Lease. Lessor's consent to an assignment or
sublease
 
 
 
  shall not
relieve Lessee from the obligation of obtaining the express consent of Lessor to
any modification
 of such
assignment or sublease, or any further assignment or sublease. In no event shall
any party to an
 assignment
or sublease, whether or not consented to, further assign, sublease or otherwise
transfer all or
 any part
of its interest in the Leased Premises without the prior written consent of
Lessor in each instance,
 which
consent may be withheld by Lessor in its sole and absolute discretion. Lessee
shall not permit any
 other
person or entity to occupy the Leased Premises for any purpose, whether as
tenant at will or as tenant
 at
sufferance or otherwise, or by license, concession, or any other written or
verbal arrangement, except in
 accordance
with the provisions of this Section.
 
  Notwithstanding the preceding provisions of this Section, without the
necessity of
 obtaining
Lessor's prior written consent, Lessee shall be entitled to assign this Lease
to, or to
 enter
into a sublease of all or any portion of the Leased Premises to, (i) an entity
into or with
 which
Lessee is merged or consolidated, or to which substantially all of Lessee's
stock or assets
 are
transferred, or (ii) any entity which controls or is controlled by Lessee or is
under common
 control
with Lessee, provided that in any such event: (a) the successor to Lessee has a
net worth,
 computed
in accordance with generally accepted accounting principles consistently
applied, at
 least
equal to the greater of (1) the net worth of Lessee immediately prior to such
merger,
 consolidation
or transfer, or (2) the net worth of the named Lessee on the date of this Lease;
(b)
 proof of
such net worth satisfactory to Lessor shall have been delivered to Lessor at
least ten (10)
 days prior to the effective date of such transaction, and (c) in the case of an
assignment, the
 assignee
agrees directly with Lessor, by written instrument in form satisfactory to
Lessor, to be
 bound by
all of the obligations of Lessee hereunder, including the prohibition against
further
 assignment
and subletting.
  SEC. 13.
FIRE AND CASUALTY: If at any time during the Lease Term, the Leased
Premises
 or a
substantial portion of the Building shall be damaged or destroyed by fire or
other casualty,
 Lessor
shall have the right by giving Lessee written notice thereof at any time within
forty-five
 (45) days
after the occurrence of such damage or destruction to terminate this Lease. If
Lessor
 does not
so terminate this Lease, then within such 45-day period Lessor shall deliver to
Lessee
 Lessor's
good faith estimate of the time required to complete the repair and restoration
of the
 Leased
Premises and the Building to substantially the same condition in which they
existed
 immediately
prior to such damage or destruction (subject to the exclusions
hereinbelow
 described).
If the time set forth in such estimate exceeds nine (9) months from the date of
the
 casualty,
then Lessee shall have the right to terminate this Lease by giving written
notice of
 termination
to Lessor within thirty (30) days after Lessee's receipt of such estimate. If
this Lease
 is not
terminated in accordance with the preceding provisions of this Section, then
this Lease
 shall
continue in full force and effect and Lessor shall proceed to repair and
reconstruct the
 Leased
Premises and the Building to substantially the same condition in which they
existed
 immediately
prior to such damage or destruction (subject to the exclusions
hereinbelow
 described),
such repairs and restoration to be made within a reasonable time thereafter,
subject to
 delays
arising from the settlement of insurance proceeds, shortages of labor or
material, acts of
 God, or
other conditions beyond Lessor's reasonable control. Lessor shall not be
required to
 rebuild,
repair, or replace any part of Lessee's alterations, furniture, furnishings or
fixtures or
 equipment,
and Lessee shall be obligated to rebuild, repair and replace the same;provided,
 however, that
Lessor shall be responsible, at its expense, for replacing the furniture
described in
 
  
   Paragraph
4 of the Rider to the extent that the same is damaged or destroyed by such
casualty.
 Lessor's
restoration obligation shall not require Lessor to spend an amount in excess of
the
 insurance
proceeds actually received by Lessor and allocable thereto. If Lessor fails
to
 substantially
complete such repair and reconstruction within six (6) months after it
commenced
 the same
(subject to delays as aforesaid), Lessee shall have the right to terminate this
Lease by
 giving
written notice of termination to Lessor within thirty (30) days after the
expiration of such
 6-month
period. In the event that this Lease is terminated as herein permitted, Lessor
shall
 refund to
Lessee the prepaid unaccrued Rent, if any, less any sums then owing to Lessor
by
 Lessee,
or Lessee shall pay all Rent and other sums owed to Lessor up to the date of
such
 termination,
as the case may be. In any of the aforesaid circumstances, Rent shall
abate
 proportionately
during the period to the extent that the Leased Premises are unfit for use
by
 Lessee in
the ordinary conduct of its business. Notwithstanding the preceding provisions
of this
 Section,
if the Leased Premises or the Building shall be damaged by fire or other
casualty
 resulting
from the fault or negligence of Lessee, or the agents, employees, licensees, or
invitees
 of
Lessee, then (i) Lessee shall have no right to terminate this Lease, (ii) such
damage shall be
 repaired
by and at the expense of Lessee under the direction and supervision of Lessor,
(iii)
 Lessee
shall be responsible, at its expense, for replacing the furniture described in
Paragraph 4 of
 the Rider
to the extent that the same is damaged or destroyed by such casualty, and (iv)
Rent
 shall
continue without abatement.
 
  SEC. 14.
CONDEMNATION: If there shall be taken during the Lease Term any part of
the
 Leased
Premises or the Building, Lessor may elect to terminate this Lease or to
continue this
 Lease in
effect. If Lessor elects to continue the Lease, the Rent shall be reduced in
proportion to
 the area
of the Leased Premises so taken and Lessor shall repair any damage to the
remainder of
 the
Leased Premises or the Building resulting from such taking, but in no event
shall Lessor be
 required
to spend thereon more than the amount of the award received by Lessor by reason
of
 such
taking and allocable thereto. All sums awarded or agreed upon between Lessor and
the
 condemning
authority for the taking of the interest of Lessor or Lessee, whether as damages
or as
 compensation,
shall be the property of Lessor. If, following any such condemnation,
Lessee
 reasonably
determines that the portion of the Leased Premises or the Building remaining
after
 such
condemnation is not sufficient to enable Lessee to continue the normal operation
of its
 business
as then conducted in the Leased Premises, Lessee shall have the right to
terminate this
 Lease by
giving written notice of termination to Lessor within thirty (30) days after
Lessee
 receives
notice of such condemnation, which notice shall be effective to terminate this
Lease
 upon the
date on which physical possession of the Leased Premises (or such portion
thereof) is
 taken by
the condemning authority. If this Lease is terminated under any provision of
this
 Section
14, Rent shall be payable up to the date that possession is taken by the
condemning
 authority
and Lessor shall refund to Lessee any prepaid unaccrued Rent less any sums
then
 owing by
Lessee to Lessor.
  SEC. 15.
EVENT OF DEFAULT AND LESSOR'S REMEDIES: Each of the following acts, omissions or
 occurrences
shall constitute an "Event of Default" hereunder:
 
  A.            Failure
by Lessee to timely pay any Base Rent, Additional Rent or other
payments
 required
to be paid hereunder, which failure continues for at least seven (7)
days
 after
Lessor gives written notice to Lessee of such failure(provided,
however, that
 
  after
Lessor has given two (2) notices to Lessee pursuant to this subsection within
 a
12-month period, failure to make any payment of Base Rent, Additional Rent or
 other
payment within seven (7) days after the date on which the same is due
hereunder
 shall
constitute an immediate Event of Default without the necessity of Lessor giving
any
 notice
to Lessee).
 
  Failure
by Lessee to perform or observe any other covenant, condition or
 provision
of this Lease to be performed or observed by Lessee, which failure
is
 not cured
within thirty (30) days after written notice from Lessor to Lessee
of
 such
failure.
 
  C.            The
adjudication of Lessee to be bankrupt or insolvent or the filing or
execution
 or
occurrence of a petition in bankruptcy or other insolvency proceeding by
or
 against
Lessee; or petition or answer seeking relief under any provision of
the
 Bankruptcy
Code or any similar acts; or an assignment for the benefit of
creditors
 or a
composition; or a petition or other proceeding by or against Lessee for
the
 appointment
of a trustee, receiver or liquidator of Lessee or any of Lessee's
 property
or a proceeding by any governmental authority for the dissolution
or
 liquidation
of Lessee, unless any such involuntary receivership or proceeding
 against
Lessee is dismissed or stayed within sixty (60) days thereafter.
 
  D.            Abandonment
of the Leased Premises or any significant portion thereof.
 Upon or
at any time following the occurrence of any Event of Default
enumerated
 above,
Lessor may, at its option, in addition to any and all other rights, remedies
or
 recourses
available to it hereunder or at law or in equity, do any one or more of
the
 following:
 
  (a)            Terminate
this Lease, in which event Lessee shall immediately surrender
 possession
of the Leased Premises to Lessor.
 
  (b)            Enter
upon and take possession of the Leased Premises and expel or remove
 Lessee
and any other occupant therefrom, with or without having terminated
the
 Lease.
  (c)            Alter
locks and other security devices at the Leased Premises.
  (d)            Discontinue
furnishing heat, air conditioning, cleaning and lighting services
or
 any of
them, until all arrears of rent have been paid in full.
  Exercise by Lessor of any one or more of the remedies herein granted or
otherwise available shall
 not be deemed to be an acceptance of surrender of the Leased Premises by Lessee,
whether by
 agreement or by operation of law, it being understood that such surrender can be
effected only
 by the written agreement of Lessor and Lessee.
 
 
 In the
event Lessor elects to terminate this Lease by reason of an Event of Default,
then
 notwithstanding
any such termination Lessee shall be liable for and shall pay to Lessor the
sum
 of all
Base Rent, Additional Rent and other indebtedness accrued to the date of such
termination,
 plus, as
damages, all other sums required to be paid by Lessee to Lessor over the
remainder of
 the Lease
Term (which shall expressly not include any unexercised Extension Term),
diminished
 by any
net sums thereafter received by Lessor through reletting of the Leased Premises
during
 such
period (after deducting expenses incurred by Lessor as hereinafter provided).
Such amounts
 shall be
paid by Lessee to Lessor in monthly installments on the first day of each
calendar month
 during
the remainder of what would have been the Lease Term if this Lease had not been
so
 terminated.
In no event shall Lessee be entitled to any excess of any net sums obtained
by
 reletting
over and above the amounts required to be paid by Lessee under this Lease.
Actions to
 collect
amounts due by Lessee as provided in this paragraph may be brought from time to
time
 on one or
more occasions, without the necessity of Lessor's waiting until the expiration
of the
 original
scheduled Lease Term. In lieu of the foregoing damages, Lessor may, at any time
after
 such
termination, elect to recover from Lessee as damages, an amount of money equal
to the
 amount
(if any) by which (i) the total Base Rent and all other payments due for the
balance of the
 Lease
Term, exceeds (ii) the fair market rental value of the Leased Premises for the
balance of
 the Lease
Term as of the occurrence of the Event of Default, such difference to be
discounted at
 the rate
of 6% per annum to present value.
  In the
case of an Event of Default, Lessee shall also be liable for and shall pay to
Lessor
 upon
demand, in addition to any other sums provided to be paid hereunder: brokers'
fees
 incurred
by Lessor in connection with reletting all or any portion of the Leased
Premises; the
 costs of
removing and storing Lessee's or other occupant's property found in the
Leased
 Premises;
the costs of repairing or restoring the Leased Premises to its condition as of
the
 Commencement
Date, reasonable wear and tear excepted; the cost of alterations made to
the
 Leased
Premises in connection with such reletting; and .all reasonable expenses
incurred by
 Lessor in
enforcing Lessor's remedies, including reasonable attorneys' fees. Past due Base
Rent,
 Additional
Rent and other past due payments shall bear interest from their respective due
dates
 until
paid at the rate of 6% per annum.
  In the
event of termination or repossession of the Leased Premises upon the occurrence
of an
 Event of
Default, Lessor shall not have any obligation to relet or attempt to relet the
Leased Premises
 or any
portion thereof or to collect any rental after any such reletting. In the event
of any such
 reletting,
Lessor may relet the whole or any portion of the Leased Premises for any period,
to any
 Lessee,
for any rental and for any use and purpose.
  In
calculating the amounts for which Lessee is liable hereunder, it shall be deemed
that
 Operational
Expenses will continue at the same level as during the twelve (12) month
period
 immediately
preceding the termination of this Lease or Lessee's right to possession of the
Leased
 Premises.
  Lessor
shall have the right to invoke any right and remedy allowed at law or in equity
or
 by
statute or otherwise as though re-entry, summary proceedings, and other remedies
were not
 provided
for in this Lease. Nothing in this Lease shall require Lessor to elect any
remedy for a
 default
or Event of Default by Lessee hereunder, and all rights herein provided shall
be
 
 
 cumulative
with one another and with any other rights and remedies which Lessor may have at
law or in
 equity in
the case of such a default or Event of Default. Lessor's remedies under this
Section shall survive
 the early
termination of this Lease.
 
  SEC. 16.
LIABILITY INSURANCE: During the Lease Term, Lessee shall maintain a policy
of
 comprehensive
general liability insurance, including fire legal liability, at Lessee's
expense,
 insuring
Lessor against liability arising out of the ownership or maintenance of the
Property. The
 initial
amount of such insurance shall be at least $5,000,000 combined single limit, and
such
 policy
shall be issued by an insurer reasonably acceptable to Lessor. However, the
amount of
 such
insurance shall not limit Lessee's liability nor relieve Lessee of any
obligation hereunder.
 The
policy shall contain cross-liability endorsements, if applicable. Such policy
shall contain a
 provision
which prohibits cancellation or modification of the policy except upon thirty
(30) days
 prior
written notice to Lessor. Lessee may discharge its obligations under this
Section by naming
 Lessor as
an additional insured under a policy of Comprehensive General Liability
maintained
 by Lessee
and containing the coverage and provisions described in this Section. Lessee
shall
 deliver a
Certificate of Insurance (or a renewal thereof) to Lessor prior to the
Commencement
 Date and
thereafter not less than thirty (30) days prior to the expiration of any such
policy.
 Lessee
shall, at Lessee's expense, maintain such other property and liability insurance
as Lessee
 deems
necessary to protect Lessee. All insurance policies shall contain a waiver of
subrogation
 to the
extent of insurance proceeds payable.
 
  SEC. 17.
HOLD HARMLESS: TO THE FULLEST EXTENT PERMITTED BY LAW,
 LESSEE
SHALL DEFEND WITH COUNSEL REASONABLY ACCEPTABLE TO LESSOR,
 INDEMNIFY
AND SAVE HARMLESS LESSOR AND ITS MORTGAGEES AND THEIR
 RESPECTIVE
OFFICERS, DIRECTORS, SERVANTS, AGENTS, CONTRACTORS, AND
 EMPLOYEES,
FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE,
 PENALTIES
OR JUDGMENTS, AND FROM AND AGAINST ANY CLAIMS, ACTIONS,
 PROCEEDINGS
AND EXPENSES AND COSTS IN CONNECTION THEREWITH,
 INCLUDING
REASONABLE COUNSEL FEES, ARISING FROM (I) INJURY TO PERSONS
 OR DAMAGE
TO PROPERTY SUSTAINED BY ANYONE ON OR ABOUT THE LEASED
 PREMISES,
UNLESS CAUSED BY THE NEGLIGENT OR WILLFUL ACT OR OMISSION
 OF LESSOR
OR ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, OR EMPLOYEES,
 OR (II)
ANY BREACH OF ANY PROVISION OF THIS LEASE BY LESSEE OR ANY
 PERSON OR
ENTITY CLAIMING BY, THROUGH OR UNDER LESSEE, OR THEIR
 RESPECTIVE
OFFICERS, DIRECTORS, SERVANTS, AGENTS, CUSTOMERS,
 CONTRACTORS,
EMPLOYEES OR INVITEES, OR (III) ANY NEGLIGENT OR WILLFUL
 ACT OR
OMISSION OF LESSEE, ANY PERSON OR ENTITY CLAIMING BY, THROUGH
 OR UNDER
LESSEE, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SERVANTS,
 AGENTS,
CUSTOMERS, CONTRACTORS, EMPLOYEES OR INVITEES. LESSEE SHALL
 NOT
SETTLE OR COMPROMISE ANY SUIT OR ACTION WITHOUT LESSOR'S PRIOR
 WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY
 WITHHELD
OR DELAYED.
  TO THE
FULLEST EXTENT PERMITTED BY LAW, LESSOR SHALL DEFEND WITH
 COUNSEL
REASONABLY ACCEPTABLE TO LESSEE, INDEMNIFY AND SAVE
 HARMLESS
LESSEE AND ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS,
  
   CONTRACTORS,
AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE,
 PENALTIES
OR JUDGMENTS, AND FROM AND AGAINST ANY CLAIMS, ACTIONS, PROCEEDINGS
 AND
EXPENSES AND COSTS IN CONNECTION THEREWITH, INCLUDING REASONABLE
 COUNSEL
FEES, ARISING FROM (I) INJURY TO PERSONS OR DAMAGE TO PROPERTY
SUSTAINED
 BY ANYONE
ON OR ABOUT THE LEASED PREMISES CAUSED BY LESSOR, OR (II) ANY
 BREACH OF
ANY PROVISION OF THIS LEASE BY LESSOR OR ITS OFFICERS, DIRECTORS,
SERVANTS,
 AGENTS,
OR EMPLOYEES (BUT EXCLUDING OTHER TENANTS OR OCCUPANTS OF ANY PORTION
 OF THE
COMPLEX), OR (III) ANY NEGLIGENT OR WILLFUL ACT OR OMISSION OF LESSOR OR
ITS
 OFFICERS,
DIRECTORS, SERVANTS, AGENTS, OR EMPLOYEES. LESSOR SHALL NOT SETTLE OR
 COMPROMISE
ANY SUIT OR ACTION WITHOUT LESSEE'S PRIOR WRITTEN CONSENT, WHICH
 CONSENT
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
 
  SEC. 18.
INTENTIONALLY DELETED.
  SEC. 19.
NON-WAIVER: Neither acceptance of Rent by Lessor nor failure by Lessor
to
 complain
of any action, non-action or default of Lessee, whether singular or repetitive,
shall
 constitute
a waiver of any of Lessor's rights hereunder. Waiver by Lessor of any right for
any
 default
of Lessee shall not constitute a waiver of any right for either a subsequent
default of the
 same
obligation or any other default. No act or thing done by Lessor or its agent,
nor receipt by
 Lessor of
Lessee's keys to the Leased Premises, shall be deemed to be an acceptance
of
 surrender
of the Leased Premises and no agreement to accept a surrender of the Leased
Premises
 shall be
valid unless it is in writing and signed by a duly authorized officer or agent
of Lessor.
 No
acceptance by Lessor of any partial payment shall constitute an accord or
satisfaction but
 shall
only be deemed a partial payment on account, nor shall any endorsement or
statement on
 any check
or in any letter accompanying any check or payment be deemed an accord
and
 satisfaction.
Time is of the essence with respect to the performance and observance by
Lessee
 and
Lessor of every covenant, condition and provision of this Lease in which time
of
 performance
is a factor.
 
  SEC. 20.
RULES AND REGULATION: Such reasonable rules and regulations applying to
all
 lessees
in the Building as may be adopted by Lessor from time to time for the safety,
care and
 cleanliness
of the Property and the preservation of good order thereon, are hereby made a
part
 hereof
and Lessee agrees to comply with all such rules and regulations (the "Rules
and
 Regulations").
Lessor shall have the right at all times to change such Rules and Regulations
 or to
amend them in any reasonable manner as may be deemed advisable by Lessor, all of
which
 changes
and amendments will be sent by Lessor to Lessee in writing and shall be
thereafter carried
 out
and observed by Lessee. The initial Rules and Regulations applicable to the
Property are attached
 hereto
as Exhibit "B" and made a part of this Lease.
 
  SEC. 21.
DEFAULT BY LESSOR: In the event of any default by Lessor hereunder,
Lessee's
 exclusive
remedy shall be to bring an independent action for damages or other relief, but
prior to
 any such
action Lessee shall give Lessor written notice specifying such default with
reasonable
 detail,
and Lessor shall thereupon have thirty (30) days in which to cure any such
default. Unless
 Lessor
fails to cure any default after such notice, Lessee shall not have any remedy or
cause of
 
 
 
 
    
   action by
reason thereof. If such default cannot reasonably be cured within such thirty
(30) day
 period,
the length of such period shall be extended for the period reasonably required
therefor if
 Lessor
commences curing such default within such thirty (30) day period and continues
the
 curing
thereof with reasonable diligence and continuity. Except as otherwise expressly
provided
 in this
Lease, Lessee shall have no rights to abatement, self-help, offset, or deduction
of or from
 Rent
otherwise due and payable hereunder, nor any right to terminate this Lease, by
reason of
 any
default by Lessor hereunder. All obligations of Lessor hereunder shall be
construed as
 covenants,
not conditions, and all such obligations shall be binding upon Lessor only
during the
 period of
its ownership of the Building and not thereafter, (but upon the sale or
disposition of the
 Building,
unless the purchasing party agrees to assume liability for actions or defaults
hereunder
 by the
selling party occurring prior to the closing of such sale or disposition, the
selling party
 shall
remain liable to Lessee for actions and defaults hereunder by such selling party
occurring
 prior to
the closing of such sale or disposition but only in an amount, in the aggregate,
up to the
 sale or
disposition proceeds received by the selling party). The term "Lessor" shall
mean only the
 owner at
the time of the Building.
 
  SEC. 22.
GOVERNING LAW; SEVERABILITY: This Lease Agreement shall be construed
in
 accordance
with the laws of the State of New Hampshire. If any clause or provision of this
Lease
 .is
illegal, invalid, or unenforceable, under present or future laws effective
during the Lease Term,
 then it
is the intention of the parties hereto that the remainder of this Lease shall
not be affected
 thereby,
and it is also the intention of both parties that in lieu of each clause or
provision that is
 illegal,
invalid or unenforceable, there be added as a part of this Lease a clause or
provision as
 similar
in terms to such illegal, invalid or unenforceable clause or provision as may be
possible that
 is
legal, valid and enforceable.
  SEC. 23.
SIGNS: No signs of any kind or nature, symbol or identifying mark shall be put
on the Building,
 in the
halls, elevators, staircases, entrances, parking areas or upon the doors or
walls, whether plate
 glass or
otherwise, of the Leased Premises, nor elsewhere upon the Land or the Building.
Lessor shall
 install,
at its sole cost and expense, (i) a ground monument sign-holder at a location on
the Land selected
 by
Lessor, to which Lessee may affix its sign panel, and (ii) other signage as
reasonably agreed upon
 by Lessor
and Lessee.
  SEC. 24.
SUCCESSORS AND ASSIGNS: Subject to the provisions of the section
entitled
 "Subletting
and Assigning" hereof, this Lease and all the covenants herein contained shall
be
 binding
upon the parties hereto, their respective heirs, legal representatives,
successors and
 assigns.
  SEC. 25.
SURRENDER OF LEASED PREMISES AND HOLDING OVER: On the last day of
 the Lease
Term, or upon the earlier termination of this Lease, Lessee shall peaceably and
quietly
 leave,
surrender and yield up to Lessor the Leased Premises, free of all claims by
third parties,
 broom
clean and in as good condition as on date of possession by Lessee, ordinary wear
and tear
 alone
excepted. Prior to the surrender of the Leased Premises to Lessor, Lessee at its
sole cost
 and
expense shall remove all liens and other encumbrances that have resulted from
the acts or
 omissions
of Lessee. If Lessee fails to do any of the foregoing, Lessor may without
notice, enter
 upon,
re-enter, possess and repossess itself thereof, by force, summary proceedings,
ejectment,
 forcible
detainer, or otherwise and may dispossess and remove Lessee and all persons
and
 
 
 property
from the Leased Premises; and Lessee hereby waives any and all damages or claims
for damages
 as
a result thereof. Such dispossession and removal of Lessee shall not constitute
a waiver by Lessor of
 any
claims by Lessor against Lessee.
  In the event of holding over by Lessee after the expiration or termination of
this Lease,
 such hold
over shall be as a tenant at sufferance only, and all of the terms and
provisions of this
 Lease
shall be applicable during such period, except that Lessee shall pay Lessor as
rental for the
 period of
such hold over (i) for the first thirty (30) days of such hold over, an amount
equal to
 one
hundred fifty (150%) percent of the Rent which would have been payable by Lessee
had
 such hold
over period been a part of the Lease Term, and (ii) thereafter, an amount equal
to two
 hundred
(200%) percent of the Rent which would have been payable by Lessee had such
hold
 over
period been a part of the Lease Term. In all events, Lessee will vacate the
Leased Premises
 and
deliver the same to Lessor upon Lessee's receipt of notice from Lessor to vacate
the Leased
 Premises.
The rental payable during such hold over period shall be payable to Lessor on
demand.
 In
addition, Lessee shall indemnify and hold Lessor harmless from and against any
and all
 claims,
liabilities, expenses (including court costs and reasonable attorneys' fees),
damages,
 penalties
and judgments, arising from Lessee's failure to vacate and redeliver the Leased
Premises
 when
required to do so by the terms of this Lease (including claims of persons or
entities
 who
have leased all or portions of the Leased Premises for occupancy after Lessee is
required to
 vacate
the same). No holding over by Lessee, whether with or without consent of
Lessor,
 shall
operate to extend this Lease.
  SEC. 26. INTEREST: All amounts of money payable by Lessee to Lessor under this
Lease, if not paid when due,
 shall bear interest from the date due until paid at the rate of the lesser of 6%
per annum or the maximum legal rate.
  SEC. 27.
LIABILITY OF LESSOR: It is expressly understood and agreed that the obligations
of
 Lessor
under this Lease shall be binding upon Lessor and its successors and assigns and
any
 future
owner of the Building only with respect to breaches occurring during its and
their
 respective
ownership of the Building. In addition, Lessee specifically agrees to look
solely to
 Lessor's
interest in the Leased Premises pursuant to this Lease, it being agreed that
neither
 Lessor,
nor any successor or assign of Lessor, nor any future owner of the Building, nor
any of
 their
respective officers, directors, employees or agents, shall ever be personally
liable for any
 such
judgment.
 
  SEC.                    28.
ENTIRE AGREEMENT, ETC.: This instrument and any attached rules and
 regulations,
riders, addenda or exhibits signed by the parties constitute the entire
agreement
 between
Lessor and Lessee; no prior written or prior or contemporaneous oral promises
or
 representations
shall be binding. This Lease shall not be amended, changed or extended
except
 by
written instrument signed by both parties hereto. Paragraph captions herein are
for Lessor's
 and
Lessee's convenience only, and neither limit nor amplify the provisions of this
instrument.
 As used
in this Lease, the term "including" in any form shall mean "including, but not
limited
 to
,95.
 
  SEC. 29. NOTICES: Whenever in this Lease it shall be required or permitted that
notice or
 demand be given or served by either party to this Lease to or on the other, such
notice or demand
 
 shall be
given or served in writing and shall be delivered personally or by certified or
registered mail,
 postage
prepaid, return receipt requested, or by Federal Express or similar
nationallyrecognized overnight
 delivery
service, addressed as follows (or to such other address(es) as a party has
notified the other party
 by notice
given in accordance with this Section):
 
 
  To the
Lessor:
 
  Hewlett-Packard
Company                                                   with
a copy to: Frank Pedraza, Esq.
  3433
Broadway Street
NE                                                                            Corporate
Counsel
  Suite
500                                                                            Law
Department
  Minneapolis,
MN
55413                                                                            Mail
Stop 1050
  Attn: Bob
Dickinson                                                                            Hewlett-Packard
Company
  Leasing
Coordinator                                                                 3000
Hanover Street
  Palo
Alto, CA 94304
 
 
  To the
Lessee:
 
  Greg
Porto                                                    with
copies to: SkillSoft Corporation
  Vice
President,
Administration                                                                            107
Northeastern Boulevard
  SkillSoft
Corporation                                                                           Nashua,
NH 03062
  107
Northeastern
Boulevard                                                                           Attn:
Chief Financial Officer
  Nashua,
NH 03062
 
  and
to:                      Christopher
Cole, Esq.
 Sheehan
Phinney Bass & Green PA 1000 Elm Street
  Manchester,
NH 03101
  Any
notice provided for herein shall become effective and deemed received (1) if
sent by overnight delivery, the
 next
business day, or (2) if sent by the United States Postal Service, on the date on
which it is delivered or first
 tendered
for delivery, as evidenced by the return receipt, or (3) if sent by hand
delivery, upon delivery to the addressee.
  SEC. 30.
LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS: If Lessee fails to
 perform
any one or more of its obligations hereunder, then in addition to the other
rights,
 remedies
and recourses available to Lessor hereunder, at law or in equity, and without
waiving
 any of
such rights, remedies or recourses or the existence of any default by Lessee,
Lessor shall
 have the
right (but not the obligation) to perform such obligation of Lessee. Lessee
shall
 reimburse
Lessor upon demand, as Additional Rent, for all expenses (including
reasonable
 attorneys'
fees) incurred by Lessor in performing such obligations, together with interest
at the
 rate of
6% per annum thereon.
  SEC. 31. ATTORNEYS' FEES: In case of default arising hereunder or holding
over or
 possession by Lessee after the expiration or termination of this Lease, Lessee
shall reimburse
 
 
 Lessor
for all reasonable expenses incurred by Lessor by reason thereof, including
reasonable attorneys'
 fees and
related costs. In case of default arising hereunder by Lessor, Lessor shall
reimburse Lessee for
 all
reasonable expenses incurred by Lessee by reason thereof, including reasonable
attorneys' fees and
 related
costs. In the event of litigation between the parties hereunder, the prevailing
party shall be entitled
 to
recover its reasonable attorneys' fees and costs as may be set forth in an order
entered by the court hearing such matter.
 
  SEC. 32.
SUBORDINATION, ATTORNMENT AND CERTIFICATES: The Lessee agrees as
  follows:
 
  A.            That
this Lease and all of the rights and interest of the Lessee hereunder shall
be
 subject
and subordinate to any mortgage or deed of trust which may now or
 hereafter
constitute a first or second lien upon the Building (hereinafter called
a
 "Prior
Mortgage", and the holder or beneficiary of any such Prior Mortgage
 being
hereinafter called a "Prior Mortgagee") to the same extent as if the
Prior
 Mortgage
had been executed, delivered and recorded prior to the execution of
this
 Lease;provided, however,
that any Prior Mortgagee shall have the right at any
 time to
elect, by written notice to Lessee, to make this Lease and the rights
and
 interests
of Lessee hereunder superior to such Prior Mortgage.
 
  B.            That
Lessee will not subordinate this Lease to any mortgage, deed of trust or
other
 instrument
other than any Prior Mortgage, unless Lessee shall first obtain the written
 consent
of any Prior Mortgagee.
 
  C.            That,
notwithstanding the subordination of this Lease as referred to in
paragraph
 A of this
Section 32 or any subordination of this Lease which may exist by
virtue
 of the
execution of this Lease subsequent to any mortgage (as hereinafter
 defined),
at the option of the holder of any mortgage, deed of trust or
similar
 instruments,
this Lease shall not terminate in the event of, or on account of,
 foreclosure
or other action taken under any mortgage, deed of trust or similar
 instrument
constituting a lien on the Building, including any Prior Mortgage
(any
 such
mortgage, deed of trust or other instrument being hereinafter called
a
 "mortgage",
and the holder or beneficiary of such being hereinafter called a
 "mortgagee"),
but shall continue in effect as a Lease in accordance with all of
the
 terms and
provisions hereof between Lessee and any party, including such
 mortgagee,
which shall be the transferee of title to the Building pursuant to
 foreclosure
or other action for enforcement of any such mortgage, including
deed
 in lieu
of foreclosure (hereinafter called a "transferee"); and that the Lessee
shall
 attorn to
and be liable to and recognize such transferee (and its successors
and
 assigns)
as Lessee's Lessor for the balance of the term of this Lease upon
and
 subject
to all of the terms and provisions hereof. Such transferee shall not
be
 bound by
any act or omission of any prior Lessor under this Lease, or any
offsets
 or
defenses which Lessee may have against any such prior Lessor.
 
  D.            Any
Prior Mortgagee to which the Lessor's interest in this Lease and/or any of
the
 rents payable
hereunder shall be assigned (and any transferee taking the title
after
 
 
 
  foreclosure
or other action under a Prior Mortgage) shall not be bound by any prepayment
 of any
rent to any prior Lessor under this Lease (other than the rent and escalation
payments
 for the
current month), or any amendment, modification, or termination of this Lease or
 any
waiver, consent or other action taken with respect to this Lease, unless such
Prior
 Mortgagee
or transferee (as the case may be) shall have given its written consent thereto.
 Furthermore,
neither such assignment of this Lease and/or the rents payable hereunder,
nor
 any
actions by the Prior Mortgagee under such assignment shall be deemed an
assumption
 of
Lessor's obligations under this Lease.
 
  E.            That,
after receiving written notice from a Prior Mortgagee of its
mortgage
 interest
and specifying an address or addresses for notices, Lessee shall, so
long
 as such
Prior Mortgage is outstanding, give to such Prior Mortgagee copies of
any
 notices
of default on the part of the Lessor under this Lease, and copies of
such
 other
notices as are required to be given to Lessor under this Lease. Such
copies
 of
notices shall be given concurrently with the giving of such notices to the
Lessor
 and shall
be sent certified mail, return receipt requested. In the case of any
notices
 of
default, such Prior Mortgagee shall be permitted to cure any such
default
 within a
period of 30 days after such Prior Mortgagee shall receive such copy
of
 the
notice of default or such further period of time as may be required for
such
 Prior
Mortgagee to cure such default acting with diligence (which period of
time
 shall
include a reasonable time to obtain possession of the Leased Premises if
the
 Prior
Mortgagee elects to do so), and, if so cured by such Prior Mortgagee,
Lessee
 shall not
have any such rights or remedies as would otherwise be available to it
on
 account
of such default.
 
  F.            That
all of the foregoing provisions of paragraphs A through E inclusive of
this
 Section
32 shall be self-operative and shall not require any further agreement or
document
 by
Lessee; and any Prior Mortgagee or other mortgagee or transferee may rely upon
the
 applicable
provisions of this section without any further agreement or document by
 Lessee.
In confirmation of the same, however, Lessee shall, upon request, execute
promptly
 any
further agreements or documents which may be desired by any such Prior Mortgagee
 or other
mortgagee or transferee as further confirmation and evidence of any or all of
the
 agreements
contained in said paragraphs A through E inclusive of this Section
32.
 
  G.            That
the Lessee shall promptly, whenever requested by the Lessor,
prospective
 purchaser,
mortgagee, or prospective mortgagee, execute, acknowledge and deliver
to
 the
Lessor and such mortgagee or prospective mortgagee a certificate in writing
 as to the
then status of this Lease and any matters pertaining to this Lease, including
 the
effectiveness of this Lease at that time and the status of Rent hereunder and
any
 d efaults
hereunder; and the Lessor and any mortgagee or prospective mortgagee shall
be
 entitled
to rely thereon.
  
  
 H.            Lessor
hereby represents and warrants to Lessee that as of the date of this
Lease
 there is
no mortgage or deed of trust encumbering all or any portion of the
Property.
 
  SEC. 33.
ACCESS: Lessor and Lessor's agents and contractors shall have the right, but not
the
 obligation,
to enter upon the Leased Premises at all reasonable times during ordinary
business
 hours
upon reasonable prior notice (twenty-four hours' prior telephonic notice being
deemed
 reasonable
in ordinary circumstances) and, in the case of an emergency at any time and
without
 notice,
to examine the same, to perform any of Lessor's obligations hereunder, to make
any
 repairs
or perform any of Lessee's other obligations hereunder that Lessor deems
necessary to
 perform,
and to exhibit the Leased Premises to prospective purchasers or lenders and,
during the
 last
twelve months of the Lease Term, to prospective tenants. Any entry by Lessor
onto the
 Leased
Premises shall be made in a manner reasonably calculated to minimize
interference with
 Lessee's
business operations.
 
  SEC.  34.
BROKERS: Lessor and Lessee each hereby represents and warrants to the other
that
 it has
dealt with no broker in connection with this transaction other than Spaulding
& Slye/Colliers
and
 Monks
& Co. (collectively, "Brokers"). Lessor hereby agrees to defend and
indemnify and hold harmless
 Lessee
from and against any claims for commissions or fees by any person or entity
other than the Brokers
 arising
from a breach by Lessor of the foregoing representation and warranty. Lessee
hereby agrees to
 defend
and indemnify and hold harmless Lessor from and against any claims for
commissions or fees by
 any
person or entity other than the Brokers arising from a breach by Lessee of the
foregoing representation
 and
warranty. Lessor shall pay the Brokers as part of a separate
agreement.
  SEC. 35.
HAZARDOUS MATERIALS: Lessee shall not generate, store or use any
"Hazardous
 Materials"
(as hereinafter defined) in or on the Leased Premises or elsewhere on the
Property,
 nor
permit any person to do so on the Leased Premises, except those customarily used
in general
 offices,
and then only in compliance with all Legal Requirements, Insurance Requirements
and
 applicable
industry standards. Lessee shall not dispose of Hazardous Materials from the
Leased
 Premises
(or permit any person or entity to do so) to any other location except a
properly
 licensed
disposal facility and then only in compliance with all applicable Legal
Requirements.
 Lessee
shall not release or discharge, or permit the release or discharge by persons or
entities
 claiming
by, through or under Lessee, of any Hazardous Materials in or on the Leased
Premises
 or
elsewhere on the Property. Lessor shall not be liable to Lessee or to anyone
claiming by,
 through
or under Lessee, or to any other person or entity or governmental authority
whatsoever,
 in
connection with the storage, generation, use, disposal, transport, or release of
Hazardous
 Materials
by Lessee, or anyone claiming by, through or under Lessee, or any of their
respective
 officers,
directors, servants, employees, agents, contractors, or invitees, whether or not
such
 activities
have been consented to by Lessor. Lessee shall not be liable to Lessor or to
anyone
 claiming
by, through or under Lessor, or to any other person or entity or governmental
authority
 whatsoever,
in connection with the storage, generation, use, disposal, transport, or release
of
 Hazardous
Materials by Lessor, or anyone claiming by, through or under Lessor (exclusive
of
 Lessee
and those persons identified in the immediately preceding sentence), or any of
their
 respective
officers, directors, servants, employees, agents, contractors, or invitees,
whether or not
 such
activities have been consented to by Lessee.
 
 
 
  Lessee
shall defend with counsel reasonably acceptable to Lessor, and indemnify
and
 hold
harmless Lessor and the holder of any mortgage, and their respective officers,
directors,
 servants,
employees, agents, contractors and invitees, from and against any claim,
expense,
 liability,
demand, obligation, action, proceeding or assertion of liability, and any
damage, cost or
 loss
(including, without limitation, reasonable attorneys' fees, consultant's fees,
the cost of
 litigation,
and any remediation and cleanup costs), arising from or relating to (i) the
storage,
 generation,
use, disposal, transport, or release of Hazardous Materials by Lessee, or
anyone
 claiming
by, through or under Lessee, or any of their respective officers, directors,
servants,
 employees,
agents, contractors or invitees, whether or not such activities have been
consented to
 by
Lessor, or (ii) the storage, generation, • use, disposal, transport or release
of Hazardous
 Materials
in or on the Leased Premises or at the Complex during the Lease Term, and in
each
 case
shall immediately discharge or cause to be discharged any lien imposed upon the
Leased
 Premises
in connection with any such claim. Lessee shall not settle or compromise any
claim
 without
Lessor's prior written approval.
  Lessor
shall defend Lessee, and indemnify and hold harmless Lessee and its
officers,
 directors,
servants, employees, agents, contractors and invitees, from and against any
claim,
 expense,
liability, demand, obligation, action, proceeding or assertion of liability, and
any
 damage,
cost or loss (including, without limitation, reasonable attorneys' fees,
consultant's fees,
 the cost
of litigation, and any remediation and cleanup costs), arising from or relating
to the
 storage,
generation, use, disposal, transport, or release of Hazardous Materials at the
Complex by
 Lessor or
any of its officers, directors, servants, employees, agents, contractors or
invitees,
 whether
or not such activities have been consented to by Lessee, and in each case
shall
 immediately
discharge or cause to be discharged any lien imposed upon the Leased Premises
in
 connection
with any such claim.
  As used
in this Section, the term "Hazardous Materials" shall mean, collectively, any
chemical,
 substance,
waste, material, gas or emission which is deemed hazardous, toxic, a pollutant,
or a
 contaminant
under any statute, ordinance, by-law, rule, regulation, executive order or
other
 administrative
order, judgment, decree, injunction or other judicial order of or by any
Governmental
 Authority,
now or hereafter in effect, relating to pollution or protection of human health
or the
 environment.
  The
provisions of this Section shall survive the expiration or termination of this
Lease. SEC. 36. MISCELLANEOUS:
  A.            Neither
diminution nor shutting off of light or air or both nor any other effect
on
 the
Leased Premises by any structure erected or condition now or hereafter existing
on
 lands
adjacent to the Building shall affect this Lease, abate Rent, or otherwise
impose any
 liability
on Lessor.
 
  B.            Neither
Lessor nor Lessee shall be in default hereunder if such party is unable
to
 fulfill
or is delayed in fulfilling any of its obligations hereunder, including
any\
 obligations
to supply any service hereunder, or any obligation to make repairs
or
 
  replacements
hereunder, by reason of fire or other casualty, strikes or labor troubles,
 governmental
preemption in connection with a national emergency, shortage of supplies or
 materials,
or by reason of any rule, order or regulation of any governmental authority, or
by
 reason of
the condition of supply and demand affected by war or other emergency, or any
 other
cause beyond its control. Such inability or delay by in fulfilling any of
Lessor's or
 Lessee's
obligations hereunder shall not affect, impair or excuse such party from the
 performance
of any of the terms, covenants, conditions, limitations, provisions or
agreements
 hereunder
on its part to be performed, nor result in any abatement of Rent payable
hereunder,
 except as
otherwise provided hereunder.
  C.            Neither
Lessor nor (except as otherwise provided in Section 25) Lessee shall
in
 any event
be liable to the other party or to any person or entity whatsoever for
consequential,
 indirect,
special, or punitive damages in any way related to this Lease or the Leased
Premises.
  D.            Lessee
understands that this Lease shall not be binding upon the Lessor until
the
 Lease is
signed by Lessee and by Lessor, and a fully-executed original Lease is delivered
to Lessee.
  SEC. 37.
RIDER: The Rider attached hereto is incorporated by reference and made a part of
this
 Lease.
 
 
 
 
 
 
 
 IN
WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly authorized
individuals, have
 caused
these presents to be executed under seal in multiple counterparts, each of which
shall have
 the force
and effect of an original, as of the day first above written.
 
 
  LESSOR:
  HEWLETT-PACKARD
COMPANY
 
 
  By:   
/s/
illegible
  Its:  
Manager, Real Estate Americas Acquisitions and Dispositions
 
 
  LESSEE:
  SKILLSOFT
CORPORATION
 
 
  By: 
/s/ Tom
McDonald
  Its: 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
  EXHIBIT "A"
    
 
 
 
 
  
 
  EXHIBIT
"B"
 
  "RULES
AND REGULATIONS"
 
  1. The
sidewalks, halls, passages, exits, entrances, elevators, lobbies, and stairways
of the
 Building
shall not be obstructed by any of the lessees or used by them for any purpose
other than
 for
ingress to and egress from their respective premises. The halls, passages,
exits, entrances,
 elevators,
lobbies and stairways are not for the use of the general public, and Lessor
shall in all
 cases
retain the right to control and prevent access thereto of all persons whose
presence in the
 judgment
of Lessor shall be prejudicial to the safety, character, reputation and
interests of the
 Building
and its lessees, provided that nothing herein contained shall be constructed to
prevent
 such
access to persons with whom any lessee normally deals in the ordinary course of
his
 business,
unless such persons are engaged in illegal activities. No lessee and no
employee, agent
 or
invitee of any lessee shall go upon the roof of the Building unless supervised
for service on a
 permitted
rooftop antenna.
 
  2. No
sign, placard, picture, name, advertisement or notice, visible from the exterior
of
 any
lessee's premises shall be inscribed, painted, affixed or otherwise displayed by
any lessee on
 any part
of the Building without the prior written consent of Lessor, and Lessor shall
have the
 right to
remove any such sign, placard, picture, name, advertisement or notice at such
lessee's
 expense
and without notice to lessee. If Lessor shall have given such consent at any
time, such
 consent
shall be deemed to relate only to the particular sign, placard, picture,
name,
 advertisement
or notice so consented to by Lessor and shall not be construed as dispensing
with
 the
necessity of obtaining the specific written consent of Lessor with respect to
each and every
 other
sign, placard, picture, name, advertisement or notice. Lessor will adopt and
furnish to
 Lessee
uniform rules and regulations relating to signs on the office floors, which
shall be
 applicable
to all lessees occupying space on the office floors of the Building, and Lessee
agrees
 to
conform to such rules and regulations. All approved signs or lettering on doors
shall be
 printed,
painted, affixed or inscribed at the expense of Lessee by a person approved by
Lessor.
 
  3. Lessor
will furnish each lessee with two keys free of charge. Lessor may make a
reasonable
 charge
for any additional keys. No Lessee shall have any keys made. No Lessee shall
alter
 any lock
or install a new or additional lock or any bolt or security system on any door
of his
 premises
without prior written consent of Lessor. If Lessor shall give its consent, the
Lessee
 shall in
each case furnish Lessor with a key for any such lock or access through such
security
 system.
Each Lessee upon the termination of his tenancy, shall deliver to Lessor all
keys to doors
 in the
Building which shall have been furnished to such Lessee.
 
  4. No
Lessee shall use or keep in, or about the Leased Premises or the Building
any
 kerosene,
gasoline or inflammable or combustible fluid or material, or use any method of
heating
 or air
conditioning other than that supplied by Lessor. No lessee shall use, keep or
permit to be
 used or
kept any foul or noxious gas or substance in, on, or about the Leased Premises
or the
 Building,
or permit or suffer the Leased Premises to be occupied or used in a manner
offensive
 or
objectionable to Lessor or other occupants of the Building by reason of noise,
odors and/or
 vibrations,
or interfere in any way with other lessees or those having business
therein.
 
 
 
  5. The
Leased Premises shall not be used for the storage of merchandise or for
loading,
 and no
cooking shall be done or permitted by any lessee on the premises, except that
the
 preparation
of coffee, tea, hot chocolate and similar items for lessee and its employees
shall be
 permitted.
  6. No
animals, or birds, or bicycles shall be allowed in the offices, halls,
corridors, elevators or
 elsewhere
in the Building.
  7. No
lessee shall employ any person or persons other than the janitor of Lessor for
the
 purpose
of cleaning the Leased Premises, unless otherwise agreed to by Lessor in
writing. Except
 with the
written consent of Lessor, no person or persons other than those approved by
Lessor
 shall be
permitted to enter the building for the purpose of cleaning the same. No lessee
shall
 cause any
unnecessary labor by reason of such lessee's carelessness or indifference in
the
 preservation
of good order and cleanliness. Lessor shall in no way be responsible to any
lessee
 for any
loss of property on the Leased Premises or the Building, however occurring, or
for any
 damage
done to the furniture or other effects of any lessee by the janitor or any other
employee
 or any
other person. Janitor service shall include ordinary dusting and cleaning by the
janitor
 assigned
to such work and shall not include shampooing of carpets or rugs or moving
furniture or
 other
special services. Janitor services will not be furnished to areas occupied after
6:30 P.M.
 
  8. No
lessee shall obtain for use in the Leased Premises ice, drinking water, food,
beverage,
 towel or
other similar services, or accept barbering or bootblacking services in the
Leased
 Premises
or the Building, except from persons authorized by Lessor, and at hours and
under
 regulations
fixed by Lessor.
  9. Each
lessee shall see that the doors of its Leased Premises are closed and securely
locked
 and must
observe strict care and caution that all water faucets, water apparatus and
utilities are
 shut
off before lessee or lessee's employees leave the Leased Premises, so as to
prevent
 waste or
damage, and for any default or carelessness lessee shall indemnify and hold
Lessor
 harmless
from all injuries sustained by other Lessees or occupants of the Building or
Lessor.
 On
multiple-tenancy floors, all lessees shall keep the door or doors to the
Building corridors
 closed at
all times except for ingress or egress.
 
  10. No
curtains, draperies, blinds, shutters, shades, screens or other coverings,
hangings or
 decorations
shall be attached to, hung or placed in or used in connection with any window
 of the
Building without the prior written consent of Lessor. In any event, with the
prior written
 consent
of Lessor, said above items shall be installed inboard of Lessor's standard
window covering
 and shall
in no way be visible from the exterior of the Building.
 
  11. The
toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose
 other
than that for which they were constructed, no foreign substance of any kind
whatsoever
 shall be
thrown therein, and the expense of any breakage, stopping or damage resulting
from the
 violation
of this rule shall be borne by the Lessee who, or whose employees, agents or
invitees,
 shall
have caused it.
 
  
 
 12.
Except with the prior written consent of Lessor, no lessee shall sell, or permit
the sale of newspapers,
 magazines,
periodicals, theater tickets or any other goods or merchandise in or on the
Leased Premises
 or in the
Building, nor shall any lessee carry on, or permit or allow any employee or
other person to carry
 on, the
business of stenography, typewriting or any similar business in or from the
Leased Premises for the
 services
or accommodation of occupants of any other portion of the Building.
 
  13. No
lessee shall install any radio, television or telecommunications antenna, or
other device on the roof
 or
exterior walls of the Building or anywhere on the land, except as specifically
otherwise agreed in writing
 by
Lessor.
 
  14. There
shall not be used in any space, or in the public halls of the Building, either
by any lessee or
 others,
any hand trucks except those equipped with rubber tires and side guards. No
other vehicles
 of any
kind shall be brought by any lessee, its employees, agents or invitees into the
Building or kept in
 or about
his Leased Premises.
 
  15. Each
lessee shall store all his trash and garbage within its Leased Premises.
No
 material
shall be placed in the trash or receptacles if such material is of such nature
that it may
 not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and
 garbage
in the City of Nashua, without being in violation of any law or ordinance
governing such
 disposal.
All garbage and refuse disposal shall be made only through entryways and
elevators
 provided
for such purposes and at such times as Lessor shall reasonably
designate.
 
  16.
Canvassing, soliciting, and peddling in the Building are prohibited, and each
lessee shall cooperate to
 prevent
the same.
  17. The
requirements of Lessee will be attended to only upon application at the office
of the Building.
 Employees
of Lessor shall not perform any work or do anything outside of their regular
duties unless under
 special
instructions from Lessor.
  18. A
Building bulletin board will be provided for the display of the name and
location of lessee only,
 and
Lessor reserves the right to exclude any other names therefrom. Any additional
name which lessee
 shall
desire to place upon said bulletin board must first be approved by Lessor, and,
if so approved, a
 charge
will be made therefor.
  19.
Lessor may waive any one or more of these Rules and Regulations for the benefit
or
 any
particular lessee or lessees, but no such waiver by Lessor shall be construed as
a waiver of
 such
Rules and Regulation in favor of any lessees or lessees, nor prevent Lessor from
hereafter
 enforcing
any such Rules and Regulations against any or all of the lessees of the
Building.
  20. These
Rules and Regulations are in addition to and shall not be construed to in any
way modify,
 alter or
amend, in whole or in part, the terms, covenants, agreements and conditions of
any Lease of
 Leased
Premises in the Building.
  21.
Lessee will refer all contractors, contractors' representatives and
installation
 technicians
rendering any service for Lessee, to Lessor for Lessor's supervision and/or
approval
 
 
  before performance of any such
contractual services. This shall apply to all work performed in
 the Building including, but not
limited to, installation of telephone, telegraph equipment,
 electrical devices and
attachments, and installation of any and every nature affecting floor,
walls,
 woodwork, trim, window, ceilings,
equipment or any other physical portion of the Building.
 None of this work will be done by Lessee without Lessor's written approval first
had and
 obtained.
  22.
Movement in or out of the Building of furniture or office equipment, or dispatch
or
 receipt
by Lessee of any merchandise or materials which requires the use of elevators
or
 stairways,
or movement through the Building entrances or lobby shall be restricted to the
hours
 reasonably
designated by Lessor from time to time, all such movement shall be directed
by
 Lessor
and in a manner agreed upon between Lessee and Lessor by prearrangement
before
 performance.
Such prearrangement initiated by Lessee shall include determination by Lessor
and
 subject
to its decision and control of the time, method, and routing of movement,
limitations
 imposed
by safety or other concerns which may prohibit any article, equipment or any
other item
 from
being brought into the Building. Unless caused by Lessor's negligence, Lessee
expressly
 assumes
all risk of damage to any and all articles so moved, as well as injury to any
person or
 persons
or the public engaged or not engaged in such movement, including equipment,
property,
 and
personnel of Lessor if damaged or injured as a result of any acts in connection
with carrying
 out this
service for Lessee from the time of entering property to completion of the work;
and
 Lessor
shall not be liable for the act or acts of any person or persons so engaged in,
or any
 damage or
loss to any property of persons resulting directly or indirectly from any act
in
 connection
with such service performed by or for Lessee.
  23.
Lessor will not be responsible for any lost or stolen personal property,
equipment, money,
 or
jewelry from Lessee's area or public rooms regardless of whether such loss
occurs when the
 area is
locked against entry or not.
 24.
Lessor may permit entrance to Lessee's offices by use of pass keys controlled by
Lessor or
 employees,
contractors, or service personnel supervised or employed by
Lessor.
 25. None
of the entries, passages, doors, elevators, elevator doors, hallways, or
stairways.
 shall be
blocked or obstructed, or any rubbish, litter, trash, or material of any nature
placed,
 emptied
or thrown into these areas, or such areas be used at any time except for access
or egress
 by
Lessee, Lessee's agents, employees, or invitees.
  26. All
Hewlett-Packard owned facilities are "Smoke Free", therefore smoking of
all
 tobacco
products is prohibited anywhere inside the facility by Lessee and their guests.
Areas are
 designated
outside of the building for smoking and receptacles are provided for smoking
waste.
  27.
Lessor reserves the right to make such other and reasonable rules and
regulations and to modify
 these
Rules and Regulations as in its judgment may from time to time be needed for the
safety, care
 and
cleanliness of the Leased Premises or the Building, and for the preservation of
good order therein.
 
  
  
  28.
Lessee will not conduct itself in any manner, which is inconsistent with the
character of the
 Building
as a first-quality building or which will impair the comfort and convenience of
other Lessees
 in the
building.
  Lessor
desires to maintain high standards of environment, comfort and convenience for
its Lessees.
 It will
be appreciated if any undesirable conditions or lack of courtesy or attention by
its employees
 is
reported directly to Lessor.
 
 
 
  
   EXHIBIT
"C"
 
  "CLEANING
STANDARDS"
 
 
 
 
 
 
 
 
 
 
 REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES
 DUE:
SEPTEMBER 9, 2002
 
 APPENDIX
B - SERVICE SPECIFICATIONS & SUPPORTING DEFINITIONS
 
 1.
GENERAL CLEANING PERFORMANCE SPECIFICATIONS
 
 
 PERFORMANCE
 CATEGORIES                                 ZONE
B
 ----------------------------                              
--------------------------
 
 Space
 Categories                         Office
 
 Primary
Circulation
 
 Computer
Rooms
 
 Cafe
& Amenities
 
 Labs/Test
 
 Manufacturing/Repair
 
 Rest
Rooms
 
 HEWLETT-PACKARD
CONFIDENTIAL
 REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES
 DUE:
SEPTEMBER 9, 2002
 
 
 PERFORMANCE
 CATEGORIES                                     ZONE
B
 -------------------------------------------------------------------
 
 Floors                      -   Carpets
will be substantially clean with minor controllable
 spots,
stains, dirt, and debris,
consistent with
a quality working environment.
 All frays and uncontrollable
spots or stains
that cannot be removed will be
reported
 t o
Site Services.
 
 -   Tile,
including grout lines,
and concrete floors will be
substantially clean
 with
minor controllable spots,
stains, dirt, scuff
marks and debris,
 consistent
with a quality working
environment; high gloss
shine will be applied
 in
specified cases only
 
 -   Mats
will be substantially free of
spots, stains, dirt,
 debris
and frays
 
 REQUIRED
FREQUENCIES - CAFETERIA:
 
 Vacuum
- Nightly
 Spot
Clean - Nightly(3)
 Dry
Mop - Nightly
 Damp
Mop - Nightly
 Spray
Buff - Weekly
 
 Natural                        -   Natural
wood surfaces will be substantially clean with minor controllable
 Wood                              spots,
stains, dirt, dust, and debris, and oiled to prevent drying
 Surfaces                          (office
furniture is excluded from the oiling process), consistent with a
 quality
working environment
 
 Other                             -   Doors,
door frames, door glass, baseboards, partitions,
 Surfaces walls,
acoustic panels, window coverings, cabinetry,
 handmils,
flat surfaces and ledges will be substantially
 clean
with minor controllable spots, stains, dirt, dust and
 debris, consistent with a quality working environment
 
 
 HEWLETT-PACKARD
CONFIDENTIAL
 
  
  
 REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES
 DUE:
SEPTEMBER 9, 2002
 
 
 PERFORMANCE
 CATEGORIES                                     ZONE
B
 -------------------------------------------------------------------
 
 Furniture                  -   Furniture
will be substantially
clean with minor
dirt, dust and
 debris,
consistent with a quality
working environment, and
arranged per original
 set-up.
Note: spots on chairs in
offices/cubicles will be removed
on an as requested
 basis
only. Furniture (desk tops
& flat surfaces) in offices/cubicles
that has
 personal
and/or work related items on
it, are not included in
the General Cleaning
 Performance
Specification Requirements
 
 -   Cafeteria
and break area chairs
may require more intense
cleaning/laundering.
 
 Interior                     -   Interior
windows will be substantially clean with  minor spots,
stains,
 Windows
(2)                dirt,
dust, debris, smudges, prints and streaks, consistent with a
quality
 working
environment
 Trash                        -   Trash
receptacles and trash trucks will be emptied of waste with a clean
liner
 Receptacles                  (Interior
and Exterior) (where applicable), and will have minor
controllable
 spots
and stains, inside  and
out
 
 -   Trash
receptacles and trash trucks will be kept odor free
 
 -   Trash
receptacles to be  replaced in original position within work area
after being
 emptied
 
 REQUIRED
FREQUENCIES-
 OFFICE/CUBICLES:
 
 Desk-side
trash/recycle
 receptacles
- 2/week
 
 HEWLETT-PACKARD
CONFIDENTIAL
 
  
  
 REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES
 DUE:
SEPTEMBER 9, 2002
 
 
 PERFORMANCE
 CATEGORIES                                      ZONE
B
 ---------------------------------------------------------------------
 
 Equipment                         -   Common
area telephones will be clean and sanitized
 
 
 -   Chalk
/ whiteboards will be free of controllable spots, stains, dirt, and
dust
 unless
marked otherwise (e.g., "save", "do not crase").
 Note:
this requirement does not pertain to office/
cubicle  chalk/whiteboards
  -   Cigarette
urns and ashtrays in smoking areas will have silica sand and be free
of
 an
accumulation of cigarette butts (< 15-20)
 
 -   Microwaves
and refrigerators will be clean and sanitized
 
 -   Note:
fitness equipment will be cleaned & sanitized by the fitness
supplier
 and
will not require services by the custodial supplier. However, the
 custodial
supplier is responsible for providing the cleaning supplies,
including
 the
disinfectant and paper towels
 
 Other                             -   Elevator
tracks and call panels will be substantially clean with minor
spots,
 stains,
dirt and debris,  consistent with a quality working
environment
 
 -   Vents
and diffuser outlets and immediate surrounding ceiling tiles up to 12'
in
 height,
will be substantially clean with minor built-up dust and debris, consistent
with a
 quality
working environment
 -   All
light fixtures up to 12' in height, except explosion encased fixtures, will
be
 substantially
clean with minor built-up dust and debris, consistent with a
 quality
working environment
 
 -   All
damaged items will be reported to Site Services
 
 -   Coffee
station cabinetry, countertops and sinks will be substantially
clean
 with
minor controllable spots,
stains, dirt and debris.
Related  trash
 receptacles
will be emptied of waste with a clean liner as needed
 -   Water
fountains and hot water dispensers will be sanitized and free of
built
 up
hard water/lime deposits; bright work will be polished. Note:
bottled
 water
dispensers are not  included in
performance requirements
 
 
 HEWLETT-PACKARD
CONFIDENTIAL
  
  
 REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES
 DUE:
SEPTEMBER 9, 2002
 
 
 PERFORMANCE
 CATEGORIES                                     ZONE
B
 -------------------------------------------------------------------
 
 Restrooms
&                       -   Floors
and counter tops will  be cleaned and sanitized
 Showers
-
 Additional
 Requirements                      -   Toilets
and urinals will be cleaned and sanitized
 
 -   Partitions
and walls will be sanitized and substantially  clean with minor
controllable
 spots, stains,
dirt, dust, debris, smudges, and free of all removable graffiti;
all
 graffiti will be reported to Site Services
 
 -   Mirrors
will be substantially clean with minor spots and streaks
 
 -   Vitreous
fixtures will be clean and sanitized
 
 
 -   Lockers
will be substantially clean with minor controllable   spots,
stains, dirt, dust,
 debris, smudges and fingerprints
 
 -   Shower
curtains and glass  doors will be sanitized and free of stains,
smudges, and
 mildew;
shower curtains will be replaced when torn or stained
 
 -   Drains
will be free of hair; an adequate level of water will be maintained in
all
 drains to
keep the area odor free
 
 -   Minor
stoppages will be  cleared; all other stoppages will be reported to
Site Services
 
 -   Paper
towels, 2-ply toilet paper, hand soap, hand  lotion, seat covers,
sanitary napkins, cone cups,
 and air
fresheners will be maintained; recycled material is encouraged
 
 
 REQUIRED
FREQUENCIES:
 
 Floors
Swept - Nightly
 Floors
Disinfected - Nightly
 Disinfect
Hand Basins - Nightly
 Disinfect
Urinals/Commodes -
 Nightly
 Polish
all chrome - Nightly
 Wash
Partitions - Nightly
 Dust
Partition tops - Weekly
 Replenish
All Dispensers
 (Consumables)
- Nightly
 Machine
Scrub or Power Wash
 Floors
- Quarterly
 Machine
Scrub or Power Wash Tile
 Walls
- Quarterly
 Trash
Removal - Nightly
 
 HEWLETT-PACKARD
CONFIDENTIAL
 
  EXHIBIT
"D"
 
  "LESSEE'S
PROPOSED FLOOR PLAN"
 
 
 
 
 
 
 
   
 
  EXHIBIT
"D-1"
 
  "LESSEE'S
WORK"
 
 
  1.           Ceilings:
Ceilings will be 2' x 4' x 3/4" Armstrong VL ceiling tile. Ceiling height
will
 be
10'0".
  2.            Partitions:
Partitions will have 3 5/8" metal studs with 5/8" sheetrock on each
side.
 Partitions
will extend from floor to underside of tile ceiling. There will be 8 new
conference
 rooms, 2
QA rooms, 1 support room and 1 CD production room.
  3.           Doors:
There will be 26 new doors and frames. The doors will be solid core birch,
3'x7'.
 .Door
frames will be metal.
  4.            Coffee
areas: Demolition and disposal of cabinets, countertops and sinks from 2
existing
 coffee
areas. Installation of new base cabinets (MDF Cabinets) countertops, 1%2 " laminate with
 4"
backsplash, and double bowl stainless steel sinks and faucets.
  5.           Vinyl
tile: Installation in server room and cafeteria.
  6.            Server
Room: Installation of clean room ceiling tile and a Clean Agent
(HFC-227ea/FM-
 200) Fire
Suppression system by SimplexGrinnell.
  7.            Sprinklers:
Rework 20 sprinkler heads for new wall configuration.
  8.           Electrical:
Supply and install (3) 200 amp panels, (20') feeders and breakers
 Supply
and install (10) 2x4 light fixtures and relocate (20) fixtures
 Supply
and install (50) duplex wall receptacles and (20) wall switches
 Supply
and install (350') of divided Wiremold #G-4000 with (80) duplex
 receptacles on (72) 20 amp, 120 volt
circuits
 Supply
and install (6) F.A. horn/light units and relocate two Supply and install (3)
exit signs and relocate three
 Install
and connect (45) existing Wiremold #G-4000 power poles to existing
 circuits
 Supply
and install (3) 40 amp disconnects and feeders for room AC units.
 
 
 
 
  EXHIBIT
"E"
 
  "ANTENNAE
SPECIFICATIONS"
 
 
 
 
 
 
 
 
 
  
  RIDER TO LEASE DATED AS OF
JUNE1,
2004
  BY AND BETWEEN
HEWLETT-PACKARD COMPANY,
  AS
LESSOR
 AND SKILLSOFT
CORPORATION,
 AS
LESSEE
  This
Rider is attached to and made a part of a certain lease dated as of June9, 2004
 (the
"Lease") by and between Hewlett-Packard Company, as Lessor, and SkillSoft
Corporation, as Lessee.
 Capitalized
terms used in this Rider which are defined in the Lease and not otherwise
defined herein shall
 have the
same meaning in this Rider as in the Lease.
  1.            Base Rent During Extension
Term(s). For purposes of this Lease, "Fair Market
 Rent"
shall mean the annual Base Rent determined on the basis of then current rentals
being
 charged
for newly executed leases for space of a size, quality and location comparable
to the
 Leased
Premises in the Nashua, New Hampshire area, taking into account, without
limitation,
 such
considerations as the permitted uses, size, location, lease term, and the terms
of this Lease
 (other
than the Base Rent), but specifically excluding any incremental value
attributable to
 alterations,
additions or changes made by Lessee (whether in preparation for Lessee's
initial
 occupancy
of the Leases Premises or at any time thereafter). Fair Market Rent shall be
based on
 the
Leased Premises in its "as is" condition and shall take into account inducements
(such as
 "free"
rent and tenant fitup allowances) then being offered to prospective tenants in
the market
 described
above. Notwithstanding the foregoing, in no event shall the Base Rent be less
than
 that of
the most recent twelve (12) month period.
 
  If Lessee
gives Lessor written notice of its exercise of an extension option pursuant
to
 Section
2.B of this Lease, the parties shall attempt to agree upon the Fair Market Rent
for such
 Extension
Term within thirty (30) days following Lessor's receipt of such notice. If the
parties
 are
unable to agree within such time, then within fifteen (15) days following the
end of such 30-
 day
period, Lessor and Lessee shall each retain a real estate professional with at
least ten (10)
 years'
continuous experience in the business of appraising or leasing commercial real
estate or
 acting as
commercial real estate agent or broker in the vicinity of the Leased Premises,
who
 shall,
within thirty (30) days of his or her selection, prepare a written report
summarizing his or
 her
conclusion as to Fair Market Rent. Lessor and Lessee shall simultaneously
exchange such
 reports;provided, however,
that if one party has not obtained such a report within ninety (90)
 days
after Lessor received Lessee's notice of exercise of an extension option, then
the
 determination
set forth in the other party's report shall be final and binding upon the
parties. If
 both
parties receive reports within such time and the lesser of the two
determinations is within
 ten (10%)
percent of the higher determination, then the average of these determinations
shall be
 deemed to
be Fair Market Rent. If these determinations differ by more than ten (10%)
percent,
 then the
real estate professionals selected by Lessor and Lessee shall mutually select
the "Final
 Appraiser",
who shall be a person with the qualifications stated above, to resolve the
dispute as
 to Fair
Market Rent. If the Final Appraiser is not selected within thirty (30) days of
the
 exchange
of the first written reports, either party may apply to the American
Arbitration
 Association
or any successor thereto for the designation of a Final Appraiser. Within ten
(10)
 days of
the selection of the Final Appraiser, Lessor and Lessee shall each submit to the
Final
 Appraiser
its real estate professional's written determination of Fair Market Rent. The
Final
 
 
  Appraiser
shall, within thirty (30) days after such submissions, select the Fair Market
Rent as determined by
 one of
the real estate professionals which is closest to the determination of Fair
Market Rent which the Final
 Appraiser
would have made acting alone and applying the standards set forth in this Lease,
and shall notify
 Lessor
and Lessee in writing of such determination. The Final Appraiser shall not have
the power or the
 authority
to select as Fair Market Rent an amount different from that set forth in one of
the real estate professionals'
 submissions
to the Final Appraiser. The determination of the Final Appraiser shall be final
and binding upon Lessor
 and
Lessee.
 
  Each
party shall pay the fees and expenses of its real estate professional and
counsel, if any, in
 connection
with any proceeding under this Paragraph 1, and the parties shall each pay
one-half
 of the
fees and expenses of the Final Appraiser.
 
  2.            Lessor's Initial
Work. Prior to the Commencement Date, Lessor shall, at its
sole
 cost and
expense, (i) construct partitions and an entry door so as to separately demise
the Leased
 Premises,
(ii) provide a card reader access system for the Leased Premises, (iii) clean,
repair and
 paint the
walls of the Leased Premises, (iv) clean the carpet in the Leased Premises, and
(v) clean
 and
repair all light fixtures in the Leased Premises so that the same are in working
order.
 
  3.            Right of First
Refusal. In the event that at any time during the Lease
Term,
 Lessor
receives a bona fide written offer from a third party unaffiliated with Lessor
for the lease
 to such
party of space on the second floor of the Building other than the Leased
Premises (the
 "Offer
Space"), which offer Lessor intends to accept on the terms set forth in such
offer (or
 which
Lessor has accepted expressly subject to Lessee's rights under this Paragraph
3), Lessor
 shall
give written notice (the "Offer Notice") to Lessee, together with a copy of such
written
 offer
received by Lessor. Provided that (i) no Event of Default then exists and (ii)
the named
 Lessee is
then occupying the entire Leased Premises, Lessee shall have the right to lease
the
 space
identified in the Offer Notice for a term commencing on the date on which Lessor
delivers
 possession
thereof to Lessee, and ending on the last day of the Lease Term, and otherwise
on the
 terms set
forth in the Offer Notice, by giving written notice of exercise ("Lessee's
Exercise
 Notice")
to Lessor within ten (10) days after Lessor gives the Offer Notice to Lessee. If
Lessee
 exercises
its right under this Paragraph 3 to lease such space, then such space shall
become
 subject
to all of the terms of this Leaseexcept that to the
extent to which the terms set forth in
 the Offer
Notice (including Base Rent and concessions) are inconsistent with any of the
terms of
 this
Lease, the terms set forth in the Offer Notice shall apply to such space;provided, however,
 that in
all events the Lease Term with respect to the Offer Space shall be co-terminus
with the
 Lease
Term with respect to the remainder of the Leased Premises. In the event that
Lessee, for
 any
reason whatsoever, fails or refuses to give Lessee's Exercise Notice within such
10-day
 period,
Lessee shall be deemed to have waived its rights under this Paragraph 3 with
respect to
 the Offer
Space for the remainder of the Lease Term;provided, however,
that if Landlord has
 not,
within seven (7) months after Landlord gave the Offer Notice to Lessee, entered
into one or
 more
leases covering such Offer Space on terms not substantially more favorable to
the lessee
 thereunder
than the terms set forth in the Offer Notice, Lessor shall be required to
re-commence
 the
process described in this Paragraph 3 prior to entering into any lease of the
Offer Space (or
 such
unleased portion thereof) to a third party. In the event that the Offer Space
does not include
 the
entire remainder of the second floor, Lessee's rights under this Section shall
apply separately
    
 
 with
respect to each portion of the second floor, but Lessee shall have only one
opportunity to
 exercise
the right herein granted with respect to any specific portion of such space on
the second
 l foor of
the Building.
  Any space
which is subjected to the terms of this Lease pursuant to this Paragraph
3
 shall be
delivered broom clean but otherwise in its "as is" condition except as otherwise
set forth
 herein.
Effective upon the date on which Lessor delivers possession to Lessee of any
space
 which is
subjected to the terms of this Lease pursuant to this Paragraph 3, such space
shall be
 deemed to
be part of the Leased Premises, subject to all of the terms, provisions and
conditions
 set forth
in this Lease (except as otherwise provided above in this Paragraph 3), and
Lessee's
 Proportionate
Share shall be appropriately modified. Notwithstanding the foregoing, each
party
 to this
Lease shall, upon request of the other party, execute an amendment to this Lease
setting
 forth the
rentable area of the Offer Space, the date on which it becomes subject to this
Lease, the
 Base Rent
to be paid therefor, and Lessee's Proportionate Share as adjusted to reflect
the
 addition
of the Offer Space.
 
  4.            Furniture. Lessee shall
have the right, at no additional charge, to use in the Leased
Premises
 during
the Lease Term the furniture owned by Lessor and located in the
Leased
  Premises
as of the date this Lease is executed by Lessor. Such furniture shall remain the
sole property
 of Lessor
at all times. Lessee shall have the right to reconfigure such furniture to suit
its requirements
 and shall
not be required to return the furniture to its original configuration upon the
expiration or
 earlier
termination of this Lease. Lessee shall maintain the same in good condition and
repair, reasonable
 wear and
tear and damage by casualty excepted, and shall not remove the same from the
Leased Premises
 at any
time. Lessee shall leave all such furniture in the Leased Premises at such time
as Lessee vacates
 the
Leased Premises.
 
  5.            Antennae and
Boosters. Lessee shall have the right, at its sole cost and
expense,
 (i) to
install on the roof of the Building (A) one (1) satellite receiving dish antenna
not exceeding
 24 inches
in diameter (the "Satellite Dish"), and (B) up to two (2) antennae (the
"Rooftop
 Antennae")
as shown on Exhibit "E" attached hereto and made a part hereof, (ii) to
install
 within
the Leased Premises one (1) cell phone signal booster (the "Booster"). as shown
on
 Exhibit
"E" and made a part hereof, and (iii) to install in the Building chases and
above the
 finished
ceiling of the Leased Premises such wires, conduits, and similar appurtenant
facilities as
 are
necessary for Lessee's use and operation of the Satellite Dish, the Rooftop
Antennae and/or
 the
Booster (collectively, the "Appurtenances"; and together with the Satellite
Dish, the
 Rooftop
Antennae and the Booster, collectively the "Antennae Equipment"), provided
that:
 
  (a)           the
Antennae Equipment shall be used solely by Lessee for the normal
 conduct
of its business in the Leased Premises, and not for any other purpose
or
 for
the benefit of any other person or entity unless Lessor otherwise agrees in
writing
 in
its sole discretion;
  (b)           Lessee
shall obtain Lessor's prior written approval as to (i) the
location,
 type,
size, shape, and appearance of the Antennae Equipment, (ii) the
 identity
of all contractors and subcontractors who Lessee proposes to
 engage to
perform any work in connection with such installation, and (iii)
 
 
  
   the plans
and specifications relating to such installation, which approval shall not be
unreasonably withheld or delayed;
  (c)            Lessee
shall provide to Lessor after such installation is completed a
 certificate
of a structural engineer registered in the State of New
 Hampshire
approving the location and method of installation of the
 Antennae
Equipment, which certificate shall bear such engineer's stamp;
  (d)            to
the extent to which the issuer of the warranty on the roof of the
 Building
requires, as a condition to the continued validity of such
 warranty,
that only contractors approved by such issuer perform work on
 the roof,
Lessee shall employ only such contractors as are approved by
 such
issuer and shall submit evidence of such approval to Lessor
 reasonably
satisfactory to Lessor prior to commencing any work on the
 roof;
  (e)            Lessee,
its employees, agents, contractors, and subcontractors, shall not
 access
the roof unless accompanied at all times by a person designated by
 Lessor;
  (f)            Lessee
shall, at its sole cost and expense, obtain all approvals,
licenses,
 permits,
and consents from governmental authorities required by applicable Legal
 Requirements
to install the Antennae Equipment;
  (g)            Lessee
shall cause the installation of the Antennae Equipment to be done
 in a good
and workmanlike manner and in accordance with all applicable
 Legal
Requirements and Insurance Requirements, the requirements of the
 warranty
on the roof, and the requirements of all existing restrictions,
 easements,
and encumbrances of record affecting the Land;
  (h)            Lessee
shall, at its sole cost and expense, maintain the Antennae
 Equipment
in good operating condition and maintain and operate them in accordance
 with all
applicable Legal Requirements and Insurance Requirements, the requirements
 of the
warranty on the roof, and the requirements of all existing restrictions,
easements,
 and
encumbrances of record affecting the Land;
  (i)            the
Antennae Equipment shall not be designed, constructed, located, or
 operated
so as to (A) interfere with the operation and use of other antennae
 on the
roof by Lessor or by other parties now or hereafter permitted by
 Lessor to
install and operate such antennae, or interfere with the use of
 cellular
communications equipment, or other electronic equipment, or
 other
equipment used by Lessor or any other occupant of the Building
 (and if
Lessor determines at any time that all or any portion of the
 Antennae
Equipment does so interfere, Lessor shall have the right to
 require
Lessee to reorient, modify, or remove the Antennae Equipment so
 specified
by Lessor at Lessee's sole cost and expense), or (B) be visible
 from the
ground or from streets and sidewalks adjacent to or in the vicinity
 of the
Building (provided screening may, subject to Lessor's approval, be
 
  
  used to
obscure the Antennae Equipment mounted on the roof of the Building from
view);
  (j)           Lessee
shall, at its sole cost, remove the Antennae Equipment in its
 entirety
(including all wiring, brackets and mounting systems) and plug all
 roof
penetration sleeves on or prior to the date on which the Lease Term
 expires
or this Lease is terminated, and shall restore the surface of the
roof
 and all
other portions of the Building to the condition in which they were
 prior to
the installation of the Antennae Equipment, again using for work
 on the
roof of the Building only such contractor as is approved by the
 issuer of
the warranty covering the roof of the Building, and Lessee shall
 submit
evidence of such approval to Lessor reasonably satisfactory to
 Lessor
prior to commencing any work on the roof, and
  (k)           upon
reasonable advance notice to Lessee, Lessor shall be entitled in
its
 sole
discretion to cause any or all of the Antennae Equipment mounted on the roof
 of the
Building to be moved to another location on the roof, at Lessor's cost and
expense.
  Lessor
agrees to cooperate with Lessee, at no cost to Lessor, in connection with any
 application
for zoning relief submitted and prosecuted by Lessee to enable Lessee to install
the
 Antennae
Equipment after Lessor has approved the same.
  All work
done by or on behalf of Lessee pursuant to this Paragraph 5 shall
be
 subject
to the requirements set forth elsewhere in this Lease with respect to the
performance by
 Lessee of
alterations to the Leased Premises. Lessor may inspect such work at any time or
times
 and shall
promptly give notice to Lessee of any observed defects. Lessee shall
indemnify,
 defend,
and hold harmless Lessor from and against any and all liability, damage,
penalties, or
 judgments,
and from and against any claims, actions, proceedings, and expenses and costs
in
 connection
therewith, including reasonable attorneys' fees, resulting from any work
performed
 by or on
behalf of Lessee pursuant to this Paragraph 5. All of the Antennae Equipment
shall be
 at
Lessee's sole risk, Lessor shall have no responsibility to maintain any
insurance on them, and
 Lessor
shall not otherwise be responsible for any damage or destruction to the
Antennae
 Equipment
unless such damage or destruction is caused by Lessor's negligence.
  Lessee
acknowledges that Lessor may at any time place and operate antennae on the roof
of the
 Building,
or may allow other Lessees and third parties to place and operate antennae on
the roof of
 the
Building, and Lessee understands that it does not have an exclusive right to use
the roof of the
 Building
for such purpose.
 
  6.            Lessee's Work Prior to
Commencement Date. Lessee intends, at its sole cost and
 expense,
(i) to lay out the Leased Premises as shown on the floor plan attached hereto as
Exhibit
 "D" and
made a part hereof, and (ii) to make certain alterations to the Leased Premises,
as more
 particularly
described in Exhibit "D-1" attached hereto and made a part hereof, to prepare
the
 Leased
Premises for its occupancy (collectively, "Lessee's Work"). All work performed
by
 Lessee
shall be subject to the provisions of this Lease, including Section 10. Lessee's
Work
 shall be
designed, constructed, located, and operated so as not to interfere with the
operation and
 use of
other equipment (including, without limitation, cellular communications
equipment or
 other
electronic equipment) within the Complex or on the roof thereof by Lessor or by
other
 
 
 
  
 
 parties
now or hereafter occupying space within the Complex (and if Lessor determines at
any time that any
 component
of Lessee's Work does so interfere, Lessor shall have the right to require
Lessee to reorient, modify,
 or remove
such component at Lessee's sole cost and expense). Lessee hereby agrees that it
shall, at its sole
 cost and
expense, remove upon the expiration or earlier termination of this Lease the
following items of Lessee's
 Work and
restore at that time the Building (including all wall and ceiling surfaces) to
the condition in which it was
 prior to
the installation of the following items of Lessee's Work:
 
  (1)            all
HVAC chilled water equipment, and all piping and wiring associated with
the
 server
room to be constructed by Lessee;
  (2)            Clean
Agent (HFC-227ea/FM-200) Fire Suppression system by SimplexGrinnell
 serving
the server room to be constructed by Lessee, and all associated piping and
wiring; and
  (3)            all
partitions that penetrate the existing ceiling grid.
  Lessee
shall not be required to remove the remainder of Lessee's Work as identified
on
 Exhibits
"D" and "D-1".
  7.            Conflict. In the
event of any conflict or inconsistency between the terms of the
 Lease and
the terms of this Rider, the provisions of this Rider shall govern and
control.








FIRST AMENDMENT TO LEASE
AGREEMENT
 
 
  ThisFIRSTAMENDMENT TO LEASE AGREEMENT (the "A
mendrnent") is madeand entered into as of September 9, 2004 by
 and
between HEWLETT`-PAc& i COMPANY, a .Delaware corporation, acting by
andthroughits duly authorized
representative
 (the "Lessor"),and
SKILLSOFT CORPORATION, a Delaware corporation (the "Lessee").
 
  RECITALS
 
  A.           Lessor
and Lessee entered into a certain lease agreement dated as of June 9, 2004 (the
"Lease") with respect to certain
 premises
(the "Leased Premises")'located on the second floor of
the office building 2 (the `Building") located on the parcel(s)
 of land
known as and numbered 1I0 Spit Brook, Nashua, New Hampshire 03062
(the "band"), Capitalized terms used in this
 Amendment which are defined in the
Lease and not otherwise defined herein shall have the
same meaning in this Amendment
 as in the
Lease.
  13.             The
parties desire to amend the Lease as set forth herein.
  NOW,
THEREFORE, in consideration of the mutual covenants and conditions.. contained
herein and other good and valuable
 consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Lease as follows
  L Section
5, Base Rent, is hereby amended by deleting therefrom the second grammatical
paragraph as it appears in the Lease and s
 ubstituting
therefor the following:
  "The Base
Rent payable hereunder shallbe payable in legal tender of the
 United
States of America, in advance, without demand and without offset,
 abatement
or deduction (except 'as otherwise expressly provided in this
Lease),
 commencing on October 1,2004
(the "Rent Commencement Date") and
  continuing
on the first day of each calendar month during the Lease Term
 thereafter. Base Rent for any partial
month at the expiration or earlier terminationof this Lease, shall be
pro-rated.
  2.           If
any provision of this Amendment shall be held invalid or unenforceable,
such
 invalidity
or unenforceabil ty shall affect only such -provision and shall not in any
manner affect
 or render
invalid or unenforceable any other provision of this Amendment, and this
Amendment
 shall be
enforced as if any such invalid or unenforceable provision were not contained
herein.
  3           Except
as specifically amended hereby, the Lease shall remain unchanged
and
 shall be
in full force and effect, enforceable in accordance with its terms. In the event
of any
 conflict
between the provisions of the Lease and the provisions of this Amendment the provisions
of this Amendment shall
 govern
and control.
 
 
  
 
  4.           This
Amendment shall be binding upon and inure to the benefit of the parties heretoand their respective successors
 and assigns, and may not be modified,
amended or,cancelled
except by a written instrument executed by the parties hereto or
 their respectivesuccessors or
assigns.
  5.           Lessor
and Lessee each hereby represents and warrants to the other party that
it
 has dealt
with no broker or other person or firm to which a commission or finder's fee is
or will
 be
payable in connection with this Amendment. Lessor and Lessee shall each
indemnify, defend
 and hold
the other party harmless from its breach of the foregoing representation and
warranty.
  6.           Lessor
and Lessee each hereby represents and warrants to the other party that
it
 has the
power and authority to execute and deliver this Amendment, and that the
person
 executing
this Amendment on its behalf has been authorized to do so.
  7,           This
Amendment shall be construed, governed and enforcea in accordance
with
 the laws
of the State in which the Building is located.
  IN WITNESS WHEREOF,the Lessor and Lessee have caused
these presents to beexecuted under seal in
 multiple
counterparts, each of which shall, have the force and effect of an original, as
of the day first above written.
 
 
 
 
 
 
 
 
 
 
 By: /s/ Paul W.
Morgan
  Its:
Manager, Rea; Estate Americas Acquisitions & Dispositions
 
  LESSEE:
  SKILLSOFT
CORPORATION
 
 
  By: 
/s/ Thomas J
McDonald
  Its: 
CFO
  
 
 
  SECOND AMENDMENT TO LEASE
AGREEMENT
 
  This
Second Amendment to Lease Agreement (this "Amendment") is made and
entered
 into as
of June 1, 2005, by and between HEWLETT-PACKARD COMPANY, a Delaware
 corporation,
acting by and through its duly authorized representative, hereinafter referred
to as
 "Lessor",
and SKILLSOFT CORPORATION, a Delaware corporation, hereinafter referred to
as
 "Lessee".
Capitalized terms used herein that are not defined shall have the meanings
ascribed to
 them in
the Lease Agreement between Lessor and Lessee dated June 9, 2004, as amended
by
 First
Amendment to Lease Agreement dated as of September 9, 2004 (collectively, the
"Lease
 Agreement").
  WHEREAS,
Lessee wishes to install upon the Land a back-up emergency generator,
specifications
 f or which
are set forth inExhibit A hereto, to provide back-up electricity supply for its
operations in
 the
Building.
  WHEREAS,
Lessor is willing to allow Lessee to install and operate the emergency
generator, at
 Lessee's
sole cost and expense, provided that Lessee does so in accordance with the terms
and
 c onditions
set forth in this Amendment.
  NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, Lessee and
Lessor agree as follows:
  1.           Lessee
shall obtain Lessor's prior written approval (which approval shall not
be
 unreasonably
withheld, delayed or conditioned) as to   (1) the location of
the
 emergency
generator, the associated fuel storage tank and any other utilities,
connections,
 appurtenances
or improvements related to or associated with the emergency generator
 (collectively
referred to herein as the "Generator"), (ii) the identity of all contractors and
 subcontractors
who Lessee proposes to engage to perform any work in connection
with
 the
installation of the Generator, and (iii) the manner in which the Generator shall
be installed.
  2.            Prior
to installing and operating the Generator, Lessee shall, at its sole cost
and
 expense,
obtain, and provide copies to Lessor, of all necessary licenses,
permits,
 approvals,
consents and registrations (collectively referred to herein as
 "Permits")
required by applicable Legal Requirements to install and operate the
Generator
 (including the associated fuel storage tank).
 
  3.            Lessee
shall cause the installation of the Generator to be done in a good and workmanlike
manner and in
 accordance
with all applicable (i) Legal Requirements
(including, without limitation, applicable Permits,
 electrical and building
codes); (ii) Insurance Requirements;(iii)the manufacturer's specifications
for the
 Generator; and (iv) good engineering practices. Lessee shall pay all
costs for labor, services and materials
 associated with the installation of the
Generator, and shall not permit any liens for labor or materials performed
or
 furnished
in connection therewith to attach to the Leased Premises, the Land,
the
 Building
or the Complex, and shall immediately discharge any such liens
which...
 
 
 
  
  may so
attach.
  4.            The
fuel storage tank associated with the Generator shall be above-ground
and
 shall be
a double-walled tank with a leak detection system and an automatic
shut-
 off
valve. There shall be adequate secondary containment beneath and
around
 such fuel
tank. Secondary containment shall also be provided for the fuel
fill
 valve and
piping. The secondary containment shall comply with best practices
for
 sealant.
 
  5.            Lessee
shall provide to Lessor, after installation of the Generator is completed,
a
 certificate
of a mechanical engineer registered in the state of New Hampshire approving
 the
location and method of installation of the Generator and associated fuel storage
tank,
 which
certificate shall bear such engineer's stamp.
 
  6.            Lessee
shall, at its sole cost and expense, maintain the Generator in good
 operating
condition and shall operate, maintain and use the Generator in accordance with
all
 applicable
Permits, Legal Requirements, and Insurance Requirements therefor. In particular,
 and
without limitation, Lessee shall ensure that the Generator's use and operation
conforms
 to all
applicable regulatory and Permit requirements with respect to annual hours of
operation,
 fuel type
and usage, air pollutant emissions, fuel storage and noise.
  7.            The
Generator shall be used solely by Lessee as a back-up electricity supply
for
 Lessee's
operations in the Building and not for any other purpose or for the benefit of
any other person or entity.
  8.            Lessee
shall regularly inspect the Generator and correct any problems revealed
by
 such
inspections, including leakage into and/or sheen in the secondary containment.
Lessee
 shall
notify Lessor of any problems identified in any such inspection (together with
Lessee's corrective
 action
plan) within 72 hours after conducting such inspection. Lessee shall maintain
written reports
 of all
such inspections, which reports shall be made available to Lessor upon written
request.
 In
addition to such regular inspections by Lessee, Lessor and/or its agents shall
have the right to
 inspect
the Generator and its installation and operation at any time. Maintenance and
testing of
 the
Generator may be performed by Lessee before 6:00 a.m. and after 7:00 p.m. on
weekdays and at
 anytime
during the weekends. Maintenance or testing of the Generator at any other time
shall be
 performed
only with Lessor's prior written consent.
 
  9.            Lessee
shall maintain a monthly inventory of fuel use by the Generator, copies
of
 which
shall be provided to Lessor upon receipt of Lessor's written
request.
  10.           Lessee
shall be fully responsible for the investigation, cleanup and any
other
 necessary
response actions required by applicable Legal Requirements,
Insurance
 Requirements,
or good engineering practice with respect to any fuel leaks, spills
 or
releases associated with the Generator. Lessee shall promptly notify Lessor
of
 
 
  
  any such
leaks, spills, releases or discrepancies in Lessee's fuel inventory. Lessee
shall
 comply
with all applicable federal and state stormwater and spill response and control
requirements.
 
  11.           Lessee
shall keep records in accordance with all applicable Permits and
Legal
 Requirements
of fuel use, hours of operation and air emissions data for the
 Generator,
which data shall be provided to Lessor upon receipt of Lessor's
written
 request.
 
  12.           Lessee
shall develop, maintain and periodically update as appropriate
written
 standard
operating procedures ("SOPs") and plans for spill response,
fuel
 delivery,
operation and maintenance of the Generator, copies of which SOPs shall be
provided to Lessor.
  13.           In
the event that Lessee's ownership and/or operation of the Generator
would
 require
Lessee, pursuant to applicable Legal Requirements and as permitted by customary
practice
 of the
regional EPA office, to obtain its own EPA identification number for hazardous
waste generation,
 Lessee
shall do so.
 14.           Lessee
shall cause each of  (a) the company supplying the Generator
and
 performing
limited work in connection with the installation
thereof  (the
 "Supplier"),
and (b) the contractor engaged to install the Generator(the
 "Installer"),
to carry (i) commercial general liability insurance with a combined
 single
limit of One Million Dollars ($1,000,000) for personal injury, death
and
 property
damage, and an "umbrella liability" insurance policy with a limit of
not
 less than
Two Million Dollars ($2,000,000) per occurrence; (ii) worker's
 compensation
insurance in amounts required by law; and (iii) employer's
liability
 insurance
with a combined single limit of not less than Five Hundred Thousand
 ($500,000).
Lessor shall be named as an additional insured on the commercial
 general
liability insurance policy maintained by the Installer. Lessee shall
provide
 certificates
of the Supplier's and the Installer's insurance coverages to Lessor
 upon
written request. In addition to the foregoing, Lessee shall itself
maintain
 during
the Lease Term Third Party Pollution Liability, Corrective Action
and
 Cleanup
Costs insurance, covering the above-ground storage tank that is part
of
 the
Generator, with a minimum limit of One Million Dollars
($1,000,000.00),
 which
insurance shall name Lessor as an additional insured and which
shall
 otherwise
be subject to the requirements of Section 16 of the Lease;provided,
 however, in the
event that Lessee is unable to obtain such insurance prior to the
 actual
installation of the above-ground storage tank, then, in addition to
all
 indemnification,
defense and hold harmless obligations otherwise imposed upon
 Lessee by
the provisions of the Lease, Lessee shall and hereby agrees to
defend
 with
counsel reasonably acceptable to Lessor, and indemnify and hold
harmless
 Lessor
and the holder of any mortgage, and their respective officers,
directors,
 servants,
employees, agents, contractors and invitees, from and against any and
all
 claims,
expenses (including, without limitation, reasonable attorneys'
fees,
 consultants'
fees, the cost of litigation, and any remediation and cleanup
costs)
 
 
  
  arising
from or relating to the presence, release, disposal, or threat of release,
of
 Hazardous
Materials in connection with the installation, presence, use,
filling,
 operation,
maintenance, repair or replacement of the above-ground storage tank
 and all
appurtenances thereto. Notwithstanding the provisions of the
immediately
 preceding
sentence, (i) only SkillSoft Corporation, and not any successor or
 assign of
SkillSoft Corporation nor any party claiming by, through or under
 SkillSoft
Corporation, shall have the benefit of the proviso set forth in the
 immediately
preceding sentence, and (ii) SkillSoft Corporation shall obtain the
 insurance
described in the immediately preceding sentence (and deliver a
 certificate
thereof to Lessor) within sixty  (60) days after the completion
of
 installation
of the above-ground storage tank;provided, however,
that if SkillSoft
 Corporation
fails to do so, then SkillSoft Corporation shall, at its sole cost and
expense,
 within
ninety (90) days after the completion of the installation of the
above-ground
 storage
tank, completely remove and properly dispose of the Generator and the
above-ground
 storage
tank and all appurtenances thereto, in accordance with all applicable Legal
Requirements
 and the
provisions of Paragraph 17 below (and the failure to complete such removal and
 restoration
work within such time shall constitute an immediate Event of Default with no
 further
notice or passage of time necessary).
  15.           Lessee
shall defend, indemnify and hold harmless Lessor from and against
any
 claims,
demands, suits, costs, losses, expenses and damages of any type or kind
whatsoever
 (including
reasonable attorneys' fees) associated with Lessee's installation, operation,
use,
 maintenance
or removal of the Generator, including, without limitation, any fines, penalties
 or
enforcement actions associated with violations of any applicable Permits or
Legal Requirements
 associated
with the Generator or any releases of fuel or pollutants associated with the
Generator.
 The
Generator shall be at Lessee's sole risk, and Lessor shall not be liable or
responsible for any loss,
 destruction
or damage thereto.
 
  16.           The
Generator shall not be designed, constructed, located or operated so as
to
 interfere
with the operation and/or use of any other building system or any other
emergency generator
 in the
Building. Upon reasonable advance notice to Lessee, Lessor shall be entitled, in
its sole discretion,
 to cause
the Generator to be moved to another location at Lessor's sole cost and expense,
including costs
 and
expenses related to any outage caused by such relocation.
 
  17.           Within
30 days of the expiration or earlier termination of the Lease, Lessee
shall,
 at its
sole cost and expense, remove the Generator and the associated fuel
storage
 tank, and
shall close the opening in the exterior wall of the Building
through
 which the
Generator was connected to the Building's electrical system, which
 work
shall be performed to Lessor's reasonable satisfaction. Lessee shall not
be
 required
to remove the slab, containment area, retaining wall or other site
 improvements
constructed in connection with the installation of the Generator,
 nor any
of the wires and conduits installed inside the Building in connection
with
 the
Generator.
 
 
  
 
 18.           Except
as otherwise provided herein, the Lease Agreement shall not be
modified
 or
amended and shall remain in full force and effect.
 
  IN
WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly authorized
individuals, have
 caused
these presents to be executed under seal in multiple counterparts, each of which
shall have the
 force and
effect of an original, as of the day first above written.
 
  LESSOR:
  HEWLETT-PAC
ARD COMPANY
 
 
  By: 
/s/ Paul W.
Morgan
  Its: 
Manager, Real Estate Americas Acquisitions and Dispositions
 
 
  LESSEE:
  SKILLSOFT
CORPORATION
 
 
  By: /s/ Thomas J
McDonald
  Its:
CFO
 
 
  EXHIBIT
A
  GENERATOR
SPECIFICATIONS




THIRD AMENDMENT TO LEASE
AGREEMENT










This
Third Amendment to" Lease Agreement (this "Third Amendment") is made
and




entered
into as of September27, 2006, by and between HEWLETT-PACKARD COMPANY, a




Delaware
corporation ("Lessor"), and SKILLSOFT CORPORATION, a Delaware
corporation




("Lessee").







RECITALS




A.            Lessor
and. Lessee have entered into a certain Lease Agreement dated as of
June




9, 2004,
as amended by First Amendment to Lease Agreement dated as of September 9,
2004,


and by
Second Amendment to Lease Agreement dated as of June 17, 2005 (collectively, the
"Lease"), pursuant to which


Lessor
leased to Lessee a portion of the building known as Building 2 located at 110
Spit Brook, Nashua, New Hampshire (the "Building").







B.            Lessee
wishes to lease additional space within the Building.







C.            Lessor
is willing to lease additional space within the Building to Lessee on the


terms and
conditions set forth in this Third Amendment.







NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, Lessee and
Lessor agree as follows:




1.           Unless
otherwise defined in this Third Amendment, capitalized terms shall
have




the
meanings in this Third Amendment as are set forth in the Lease.




2.            Effective
as of October 1, 2006, Lessor hereby leases to Lessee and Lessee
hereby


leases
from Lessor, upon and subject to all of the terms and conditions set forth in
the Lease


except as
expressly modified by this Third Amendment, additional portions of the
Building


described
as follows (collectively, the "Additional Leased Premises"): (i) approximately
1,272


square
feet of Rentable Area on the second floor of the Building in the area shown as
"Facilities


Maintenance
Shop" on the floor plan attached hereto asExhibit A and made a
part hereof (the


"Maintenance
Shop Additional Leased Premises"), and (ii) approximately 4,669 square feet
of


Rentable
Area on the second floor of the Building shown cross-hatched within the area
shown as


"Computer
Lab" on the floor plan attached hereto asExhibit A and made a
part hereof (the


"Computer
Lab Additional Leased Premises"). From and after October 1, 2006,
the




Additional
Leased Premises shall be deemed to be part of the Leased Premises for all
purposes of the Lease, the Leased Premises shall be


deemed to
include 43,355 square feet of Rentable Area, and all terms and conditions of the
Lease shall apply to the Additional Leased


Premises
unless otherwise expressly provided in this Third Amendment.




3.            Commencing
on December 1, 2006, Base Rent shall be due and payable on


account
of the Leased Premises (including the Additional Leased Premises) for the
remainder of


the
Initial Term at the rate of $303,485.00 per year, payable in monthly
installments of


$25,290.42,
subject to the credit provided in Section 5 of the Lease. Base Rent for the
Leased


Premises
(including the Additional Leased Premises) for each Extension Term shall
be


































determined
in the manner provided in the Rider to the Lease.







4.            Commencing
on October 1, 2006, Lessee's Proportionate Share shall be 5.77%,


subject
to the provisions of Section 6.B of the Lease.




5.            Commencing
on October 1, 2006, Lessee's obligation to make payments on


account
of Electricity Charges pursuant to Section 7 of the Lease shall reflect the
inclusion of the


Additional
Leased Premises in the Leased Premises as of that date.




6.            Within
ten (10) days of Lessee's receipt of a fully-executed counterpart of
this


Third
Amendment, Lessee shall deliver the sum of $3,464.42 to Lessor to be held as
part of the


Security
Deposit pursuant to the provisions of the Lease.




7.            The
Additional Leased Premises shall be delivered to Lessee broom clean
but


otherwise
in their "as is" condition. Lessor shall have no obligation to perform any work
in the


Additional
Leased Premises, or to pay any amount to Lessee on account of any work to
be


performed
in the Additional Leased Premises,except that Lessor
shall, at its sole cost and


expense,
demise the Computer Lab Additional Leased Premises utilizing cage fencing
similar to


that used
to demise other areas in other computer labs in the Building. Lessor has made
no


warranties
or representations as to the condition of the Additional Leased Premises or as
to its


sufficiency
for Lessee's purposes or needs, or its conformity with Legal Requirements
or


Insurance
Requirements. Lessee's occupancy of the Additional Leased Premises shall
be


deemed an
acknowledgement that the condition of the Additional Leased Premises is
satisfactory


and that
Lessor, to the best knowledge of Lessee, has fulfilled all obligations, if any,
with respect


to the
condition of the Additional Leased Premises. All alterations, improvements,
additions or


changes
that Lessee desires to make to the Additional Leased Premises shall be subject
to the


provisions
of the Lease (including, without limitation, Section 10 thereof).
Notwithstanding the


foregoing,
Lessor shall deliver the Computer Lab Additional Leased Premises in
accordance


with the
requirements of applicable building codes then in force concerning access to and
egress


from the
Computer Lab Additional Leased Premises.




8.            Lessee
and Lessor acknowledge that after the demising of the Computer Lab


Additional
Leased Premises, Lessor will not be able to access the "Data Switch" room
adjacent


to the
Computer Lab Additional Leased Premises without entering through the Computer
Lab


Additional
Leased Premises. Lessee shall cooperate with Lessor so as to provide access to
this


"Data
Switch" room to Lessor, its contractors, agents and designees, upon reasonable
request by


Lessor.
If Lessee desires to have an employee of Lessee accompany such person(s) during
such


access,
Lessee shall have the right to do so provided that such employee is available
for that


purpose
when Lessor requests such entry. Such access by Lessor shall be without
charge.




9.            If
Lessee requires electrical service to the Computer Lab Additional
Leased


Premises
in excess of the 25 watts per usable square foot of floor area for which it is
currently


rated,
Tenant shall, at its sole cost and expense, make arrangements for, and perform
all work


required
for, bringing such additional electrical service there. All such work shall be
subject to


the
provisions of the Lease (including, without limitation, Section 10 thereof).
Notwithstanding


the
foregoing or any other provision of this Third Amendment, if the Computer Lab
Additional


Leased
Premises does not have 25 watts of electrical service per usable square feet of
floor are
















when such space is delivered by Lessor to Lessee, Lessor shall, at its
sole cost and expense, make arrangements


for
such electrical service to be made available as soon as
practicable.




10.                Lessor
shall be responsible, at its sole cost and expense, for the maintenance
and


repair of
the air conditioning units serving the Computer Lab Additional Leased Premises
(unless


such
maintenance or repair is required by reason of the act or omission of Lessee or
anyone for whom


Lessee
is responsible). Lessor acknowledges that Lessee will use the Computer Lab
Additional Leased


Premises
for a server environment, and that such use alone will not constitute an "act"
of Lessee for


purposes
of this Third Amendment or the Lease.




11.                If
any provision of this Third Amendment shall be held invalid or
unenforceable,


such
invalidity or unenforceability shall affect only such provision and shall not in
any manner


affect or
render invalid or unenforceable any other provision of this Third Amendment, and
this


Third
Amendment shall be enforced as if any such invalid or unenforceable provision
were not


contained
herein.




12.           Except
as specifically amended hereby, the Lease shall remain unchanged
and


shall be
in full force and effect, enforceable in accordance with its terms. In the event
of any


conflict
between the provisions of the Lease and the provisions of this Third Amendment,
the provisions


of this
Third Amendment shall govern and control.




13.                This
Third Amendment shall be binding upon and inure to the benefit of
the


parties
hereto and their respective successors and assigns, and may not be modified,
amended or


cancelled
except by a written instrument executed by the parties hereto or their
respective successors or assigns.




14.                Lessor
and Lessee each hereby represents and warrants to the other party that
it


has dealt
with do broker or other person or firm to which a commission or finder's fee is
or will


be
payable in connection with this Third Amendment other than Cushman &
Wakefield of New Hampshire,


Inc.
("Broker"). Lessor shall pay all brokerage fees due and payable to the Broker in
connection with this


Third
Amendment in accordance with a separate agreement between them. Lessor and
Lessee shall each


indemnify,
defend and hold the other party harmless from its breach of the foregoing
representation and warranty.




15.                Lessor
and Lessee each hereby represents and warrants to the other party that
it


has the
power and authority to execute and deliver this Third Amendment, and that the
person


executing
this Third Amendment on its behalf has been authorized to do so.




16.                The
Lease and this Third Amendment shall be construed, governed and
enforced


in accordance with the laws of
the State of New Hampshire.




17.                This
Third Amendment may be executed in counterparts, each of which shall
be


an
original instrument but all of which together shall constitute one and the same
instrument.




For
purposes of execution of this Third Amendment, the signature of a party on a
counterpart


hereof
transmitted by facsimile or electronic mail shall be binding with the same force
and effect


as if it
was manually affixed to a hard copy original of this Third
Amendment.




IN
WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly
authorized




individuals,
have caused these presents to be executed under seal, as of the day first
above




written.






















LESSOR:




HEWLETT-PACKARD
COMPANY







By: 
/s/
illegible




Its: 
Manager, Real Estate Americas Acquisitions and Dispositions










LESSEE:




SKILLSOFT
CORPORATION










By: 
/s/ Thomas J.
McDonald




Its:                 CFO













FOURTH AMENDMENT TO LEASE
AGREEMENT










This
Fourth Amendment to Lease Agreement (this "Fourth Amendment") is made
and


entered
into as of November,4th; 2006, by and between HEWLETT-PACKARD COMPANY,
a


Delaware
corporation ("Lessor"), and SKJLLSOFT CORPORATION, a Delaware
corporation


("Lessee").







RECITALS




A.            Lessor
and Lessee have entered into a certain Lease Agreement dated as of
June


9, 2004,
as amended by First Amendment to Lease Agreement dated as of September 9, 2004,
by


Second
Amendment to Lease Agreement dated as of June 17, 2005, and by Third Amendment
to Lease


(the
"Third Amendment") dated as of September 27, 2006 (collectively, the "Lease"),
pursuant to which


Lessor
leased to Lessee a portion of the building known as Building 2 located at 110
Spit Brook, Nashua,


New
Hampshire (the "Building").







B.            Lessor
and Lessee wish to modify certain of the dates set forth in the
Third Amendment as set forth below.


NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, Lessee and
Lessor agree as follows:




1.           Unless
otherwise defined in this Fourth Amendment, capitalized terms shall
have


the same
meanings in this Fourth Amendment as are set forth in the Lease.




2.            The
date "October 1, 2006" shall be deleted in each place it appears in
Paragraphs


2, 4 and
5 of the Third Amendment and replaced with the date "November 8,
2006".







3.            In
Paragraph 3 of the Third Amendment, the date "December 1, 2006" shall
be


deleted and replaced with the
date "January 8, 2007".




4.            The
first installments of Base Rent and other charges due and payable
with


respect
to the Additional Leased Premises, which will be due and payable on a day other
than the


first day
of a calendar month, shall be pro-rated for the partial calendar
month.




5.            If
any provision of this Fourth Amendment shall be held invalid or
unenforceable,


such
invalidity or unenforceability shall affect only such provision and shall not in
any manner


affect or
render invalid or unenforceable any other provision of this Fourth Amendment,
and this


Fourth
Amendment shall be enforced as if any such invalid or unenforceable provision
were not


contained
herein.




6.            Except
as specifically amended hereby, the Lease shall remain unchanged
and


shall be
in full force and effect, enforceable in accordance with its terms. In the event
of any


conflict
between the provisions of the Lease and the provisions of this Fourth Amendment,
the provisions of this


Fourth
Amendment shall govern and control.













7.            This
Fourth Amendment shall be binding upon and inure to the benefit of
the
 parties
hereto and their respective successors and assigns, and may not be modified,
amended or cancelled except by a written instrument executed by the parties
hereto or their respective successors or assigns.
  8.           Lessor
and Lessee each hereby represents and warrants to the other party that
it
  has dealt
with no broker or other person or firm to which a commission or finder's fee is
or will
  be
payable in connection with this Fourth Amendment other than Cushman &
Wakefield of New Hampshire, Inc. ("Broker"). Lessor shall pay all brokerage fees
due and payable to the Broker in connection with this Fourth Amendment in
accordance with a separate agreement between them. Lessor and Lessee shall each
indemnify, defend and hold the other party harmless from its breach of the
foregoing representation and warranty.
  9.            Lessor
and Lessee each hereby represents and warrants to the other party that
it
  has the
power and authority to execute and deliver this Fourth Amendment, and that the
person
  executing
this Fourth Amendment on its behalf has been authorized to do so.
 
  10.           The
Lease and this Fourth Amendment shall be construed, governed and
enforced
  in
accordance with the laws of the State of New Hampshire.
  11.           This
Fourth Amendment may be executed in counterparts, each of which shall
be
  an
original instrument but all of which together shall constitute one and the same
instrument.
  For
purposes of execution of this Fourth Amendment, the signature of a party on a
counterpart hereof transmitted by facsimile or electronic mail shall be binding
with the same force and effect as if it was manually affixed to a hard copy
original of this Fourth Amendment.
  IN
WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly
authorized
  individuals,
have caused these presents to be executed under seal, as of the day first
above
  written.




7.
























LESSOR:




HEWLETT-PACKARD
COMPANY










By:/s/
illegible




Its:
Leasing Manager










LESSEE:




SKILLSOFT
ORPORATION







By:/s/ Greg
Porto




Its: V.P.
Administration











FIFTH AMENDMENT TO
LEASE











This Agreement made this 21st day of
May, 2009, by and between John J. Flatley D/B/A John J. Flatley Company
successor in interest to Hewlett-Packard Company (hereinafter referred to as
“Lessor”), and SkillSoft Corporation (hereinafter referred to as
“Lessee”),





WHEREAS, by a certain Lease Agreement
dated June 9, 2004, as amended by First Amendment to Lease dated as of September
9, 2004, by Second Amendment to Lease dated as of June 17, 2005, by Third
Amendment to Lease dated September 27, 2006 and Fourth Amendment to Lease dated
as of November 14, 2006 (hereinafter referred to as the “Lease”), Lessor leased
to Lessee, a certain premises consisting of approximately 43,355 square feet of
floor area within the building known as Building 2 located at 300 Innovative Way
(formerly 110 Spit Brook), Nashua, New Hampshire (more particularly described
therein as “Leased Premises”), and,





Lessor and Lessee desire to amend the
Lease to reflect certain changes which have been agreed to by the parties, and
all changes as set forth below shall become effective on this Fifth Amendment to
Lease Commencement Date (as hereinafter defined).





Now,
      therefore, for valuable consideration, the receipt of which is hereby
      acknowledged each to the other, the above named parties do hereby agree to
      amend said Lease as follows:





1.
            The
      term of this Fifth Amendment to Lease shall commence upon the Fifth Amendment to Lease
      Commencement Date, July 1, 2009, and shall terminate on June 30,
      2014.





2.
            Effective
      upon the Fifth Amendment to Lease Commencement Date, Base Rent for the Leased
      Premises shall be due and payable as
follows:





(i)
            The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED THREE THOUSAND FOUR HUNDRED EIGHTY-FIVE DOLLARS AND
      NO CENTS ($303,485.00) annually, payable in advance, on the first day of
      each month, in equal monthly installments of TWENTY FIVE THOUSAND TWO
      HUNDRED NINETY DOLLARS AND FORTY-TWO CENTS ($25,290.42), during the period
      commencing on July 1, 2009 and continuing through June 30,
      2010;





(ii)
            The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED FOURTEEN THOUSAND THREE HUNDRED TWENTY-THREE DOLLARS
      AND SEVENTY-FIVE CENTS ($314,323.75) annually, payable in advance, on the
      first day of each month, in equal monthly installments of TWENTY SIX
      THOUSAND ONE  HUNDRED NINETY-THREE DOLLARS AND SIXTY-FIVE CENTS
      ($26,193.65), during the period commencing on July 1, 2010 and continuing
      through June 30, 2011;











(iii)
            The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED TWENTY FIVE THOUSAND ONE HUNDRED SIXTY-TWO DOLLARS
      AND FIFTY CENTS ($325,162.50) annually, payable in advance, on the first
      day of each month, in equal monthly installments of TWENTY SEVEN THOUSAND
      NINETY-SIX DOLLARS AND EIGHTY-EIGHT CENTS ($27,096.88), during the period
      commencing on July 1, 2011 and continuing June 30,
  2012;





(iv)
            The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED FORTY-SIX THOUSAND EIGHT HUNDRED FORTY DOLLARS AND
      NO CENTS ($346,840.00) annually, payable in advance, on the first day of
      each month, in equal monthly installments of TWENTY EIGHT THOUSAND NINE
      HUNDRED THREE DOLLARS AND THIRTY-THREE CENTS ($28,903.33), during the
      period commencing on July 1, 2012 and continuing through June 30, 2013;
      and





(v)
            The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED FIFTY SEVEN THOUSAND SIX HUNDRED SEVENTY-EIGHT
      DOLLARS AND SEVENTY-FIVE CENTS ($357,678.75) annually, payable in advance,
      on the first day of each month, in equal monthly installments of TWENTY
      NINE THOUSAND EIGHT HUNDRED SIX DOLLARS AND FIFTY-SIX CENTS ($29,806.56),
      during the period commencing July 1, 2013 and continuing through June 30,
      2014.





Tenant
will be responsible for its proportionate share of Operating Expenses/CAM and
Real Estate Taxes.  Operating/CAM charges are estimated to be $3.50
rsf and Real Estate Taxes are estimated to be $1.00 rsf.





3.
            The
      last paragraph of Section 5 is hereby deleted in its entirety and replaced
      with the following:





Rent Allowance:





In the
event Lessee has not been in default of any of the terms, conditions and
covenants of the Lease, then Landlord shall grant to Lessee for the months of
July, August, September and October, 2009, a rental allowance in the amount of
Twenty Five Thousand Two Hundred Ninety and 42/100 Dollars ($25,290.42) per
month, which represents Base Rent only.





4.
            Notwithstanding
      anything contained in the Lease to the contrary, Tenant shall have one
      option to extend the Lease Term for a period of five (5) years (the
      “Extension Period”) in accordance with the following terms and
      conditions:





Extension Period:





Provided
that (i) Tenant has not assigned the Lease, (ii) the Premises are not then
subject to a sublease (whether the term of the sublease has commenced or is to
be commenced thereafter) and Tenant will not be exercising the rights
hereinafter set forth with the intent of assigning the Lease or subleasing any
portion of the Premises, and (iii) Tenant has not cured and default of any of
the terms, conditions and covenants of this Lease Agreement and any Amendment
made hereto during the term hereof, Landlord shall grant Tenant the right to
extend the Lease Term for one (1) five (5) year period (the “Extension Period”),
at a Fixed Minimum Rent equal to then Current Market Rent and otherwise on the
same terms and conditions as this Lease, except that there will be no further
rights to extend the term.  Rent for any fraction of a month at the
commencement or expiration of each year of the Lease Term shall be prorated on a
per diem basis.  The rental, as determined, shall be paid in equal
monthly installments.





Tenant
shall exercise this option by written notice to Landlord not less than nine (9)
months before the expiration of the Lease Term.





Thereupon,
this Lease shall be deemed extended for an additional period of five (5) years,
upon all of the same terms and conditions of this Lease and any Amendments made
thereto with the exception of the annual rent as stipulated
hereinabove.





5.
            Any
      and all reference in Section 7 to Lessee’s Electricity Charge is hereby
      replaced with the following:





Office
Area


Lessee’s
electricity charge as it relates to the office portion of the Leased Premises,
namely 38,686 square feet which is not separately metered, shall be $1.50 per
square foot per year (the “Fixed Electric Cost”) during the term of this Fifth
Amendment to Lease and Lessee shall pay to the Lessor one-twelfth (1/12th ) of
the Fixed Electric Cost in monthly installments, which shall be paid in advance
on the first (1st) day of
each and every calendar month during the term of the Fifth Amendment to
Lease.  The cost of Lessee’s Fixed Electric Cost shall be a factor in
the determination of Current Market Rent for the Extension Period.





Lab Area


Lessor’s
Work will include sub-metering the lab portion of the Leased Premises, namely
4,669 square feet.  Lessee shall pay to Lessor, as Additional Rent,
monthly as billed, the actual usage for the lab portion of the Leased
Premises.





6.
            Section
      12, Subletting and Assigning, of the Lease, is hereby amended in part as
      follows:





The
phrase “which consent may be withheld by Lessor in its sole and absolute
discretion” is hereby deleted and replaced with “which consent shall not be
unreasonably withheld or delayed.”





7.
            Lessor
      shall grant Lessee permission to make alternations to the Premises with
      prior approval, which will not be unreasonably withheld or
      delayed.  Lessor confirms that all existing alternations made
      within Lessee’s Premises may remain at the expiration of the
      lease.





8.
            Subject
      to existing Tenants rights, and subject to the parameters as outlined in
      Section 3 of the Rider To Lease dated June 9, 2004, Lessee will be granted
      a continuous Right of First Refusal on approximately 14,553 rsf located
      adjacent to the cafeteria at 200 Innovation
Way.





9.
            At
      no additional charge, Lessee will have a continuous right to use the
      on-site building cafeteria. Landlord shall use its’ best efforts to keep
      cafeteria operating during the term of
Lease.














10.
            Lessor
      and Lessee each hereby represents and warrants to the other party that it
      has dealt with no broker or other person or firm to which a commission or
      finder’s fee is or will be payable in connection with this Fifth Amendment
      to Lease other than Jones Lang LaSalle (Broker).  Lessor
      shall pay all brokerage fees due and payable to the Broker in connection
      with this Fifth Amendment to Lease in accordance with a separate agreement
      between them.  Lessor and Lessee shall each indemnify, defend
      and hold the other party harmless from its breach of the foregoing
      representation and warranty.





11.
            Except
      where this Fifth Amendment to Lease specifically changes same, all other
      terms, conditions and covenants of the original Lease Agreement shall
      remain the same, where applicable, and are hereby
    reaffirmed.





12.
            The
      submission of this document for examination and negotiation does not
      constitute an offer, and this document shall become effective and binding
      only upon the execution thereof by both Lessor and Lessee, regardless of
      any written or verbal representation of any agent, manager or other
      employee of Lessor to the contrary.  All negotiations,
      considerations, representations and understandings between Lessor and
      Lessee are incorporated herein and the Lease and this Amendment expressly
      supersede any proposals or other written documents relating
      hereto.  The Lease and this Amendment may be modified and
      altered only by written agreement between Lessor and Lessee, and no act or
      omission of any employee or agent of Lessor shall alter, change or modify
      any of the provisions thereof.














IN
WITNESS WHEREOF, the parties hereto have signed and sealed this instrument on
the day and year first above written.








LESSOR:  John J. Flatley
Company











/s/ Joann M.
Keyes                                           By:           /s/ John J.
Flatley


WITNESS
            John
      J. Flatley d/b/a/


The
      John J. Flatley Company


Its:  President








LESSEE: SkillSoft
Corporation











/s/ Greg
Porto                                                       By:           /s/ Thomas J.
McDonald


WITNESS


Its:  _CFO________________________


(Duly Authorized)