FIRST AMENDMENT

         THIS FIRST  AMENDMENT (the  "AMENDMENT") is made and entered into as of
April,  2005, by and between MA-NEW ENGLAND  EXECUTIVE PARK,  L.L.C., A DELAWARE
LIMITED  LIABILITY  COMPANY  ("LANDLORD")  and  UTIX  GROUP,  INC.,  A  DELAWARE
CORPORATION ("TENANT").

                                    RECITALS

A.       Landlord and Tenant are parties to that certain  lease dated  September
         14, 2004 (the "LEASE").  Pursuant to the Lease,  Landlord has leased to
         Tenant space currently  containing  approximately 3,911 rentable square
         feet (the  "ORIGINAL  PREMISES")  described as Suite No. 140 on the 1st
         floor of the  building  commonly  known as Eight New England  Executive
         Park  located  at  Eight  New  England   Executive  Park,   Burlington,
         Massachusetts.

B.       Tenant and Landlord agree to relocate Tenant from the Original Premises
         to 7,173  rentable  square feet of space  described as Suite No. 610 on
         the 6th floor  shown on EXHIBIT A attached  hereto  (the  "SUBSTITUTION
         SPACE") of the building  commonly known as Seven New England  Executive
         Park  located  at  Seven  New  England   Executive  Park,   Burlington,
         Massachusetts (the "BUILDING").

C.       The Lease by its  terms  shall  expire  on  January  31,  2010  ("PRIOR
         TERMINATION  DATE"),  and the parties desire to extend the Term, all on
         the following terms and conditions.

         NOW,  THEREFORE,  in  consideration of the above recitals which by this
reference are incorporated herein, the mutual covenants and conditions contained
herein and other valuable  consideration,  the receipt and  sufficiency of which
are hereby acknowledged, Landlord and Tenant agree as follows:

1.       SUBSTITUTION.

         1.01.    Effective as of the Substitution  Effective Date  (hereinafter
                  defined),  the  Substitution  Space  is  substituted  for  the
                  Premises and, from and after the Substitution  Effective Date,
                  the Premises, as defined in the Lease, shall be deemed to mean
                  the  Substitution  Space containing 7,173 rentable square feet
                  and  described  as  Suite  No.  610 on the  6th  floor  of the
                  Building.

         1.02.    The Term for the  Substitution  Space  shall  commence  on the
                  Substitution  Effective  Date and,  unless  sooner  terminated
                  pursuant to the terms of the Lease,  shall end on the Extended
                  Termination  Date (as hereinafter  defined).  The Substitution
                  Space is subject to all the terms and  conditions of the Lease
                  except as  expressly  modified  herein and except  that Tenant
                  shall not be entitled to receive any allowances, abatements or
                  other  financial  concessions  granted  with  respect  to  the
                  Original   Premises  unless  such  concessions  are  expressly
                  provided  for herein with respect to the  Substitution  Space.
                  Effective as of the  Substitution  Effective  Date,  the Lease
                  shall be  terminated  with respect to the  Original  Premises,
                  and, unless  otherwise  specified,  "PREMISES"  shall mean the
                  Substitution  Space and  "BUILDING"  shall  mean the  building
                  commonly known as Seven New England Executive Park, located at
                  Seven New England Executive Park,  Burlington,  Massachusetts.
                  Tenant  shall   vacate  the   Original   Premises  as  of  the
                  Substitution Effective Date (such date that Tenant is required
                  to vacate the Original  Premises  being  referred to herein as
                  the "ORIGINAL  PREMISES VACATION DATE") and return the same to
                  Landlord  in  "broom   clean"   condition   and  otherwise  in
                  accordance with the terms and conditions of the Lease.

2.       SUBSTITUTION EFFECTIVE DATE.

         2.01.    The "SUBSTITUTION  EFFECTIVE DATE" shall be the later to occur
                  of (i) May 1, 2005 (the "TARGET SUBSTITUTION EFFECTIVE DATE"),
                  and (ii) the date upon which the Landlord  Work (as defined in
                  the  Work  Letter   attached  as  EXHIBIT  B  hereto)  in  the
                  Substitution Space has been substantially completed;  provided
                  however,  that if Landlord  shall be delayed in  substantially
                  completing  the Landlord work in the  Substitution  Space as a
                  result of the  occurrence of a Tenant Delay  (defined  below),
                  then, for purposes of determining the  Substitution  Effective
                  Date, the date of substantial completion shall be deemed to be
                  the day that said Landlord Work would have been  substantially
                  completed  absent any such Tenant  Delay(s).  A


                                       1
<PAGE>


                  "TENANT  DELAY"  means  any act or  omission  of Tenant or its
                  agents, employees, vendors or contractors that actually delays
                  substantial   completion  of  the  Landlord  Work,  including,
                  without limitation, the following:

                  a.       Tenant's failure to furnish  information or approvals
                           within any time period specified in the Lease or this
                           Amendment,   including  the  failure  to  prepare  or
                           approve  preliminary or final plans by any applicable
                           due date;

                  b.       Tenant's  selection of  equipment  or materials  that
                           have long lead times after  first  being  informed by
                           Landlord that the selection may result in a delay;

                  c.       Changes  requested  or made by Tenant  to  previously
                           approved plans and specifications;

                  d.       The performance of work in the Substitution  Space by
                           Tenant   or   Tenant's   contractor(s)   during   the
                           performance of the Landlord Work; or

                  e.       If the  performance  of any  portion of the  Landlord
                           Work depends on the prior or simultaneous performance
                           of work by  Tenant,  a delay by  Tenant  or  Tenant's
                           contractor(s) in the completion of such work.

                  The  Substitution  Space  shall be deemed to be  substantially
                  completed on the date that Landlord reasonably determines that
                  all  Landlord  Work has been  performed  (or  would  have been
                  performed absent any Tenant Delay[s]),  other than any details
                  of  construction,  mechanical  adjustment or any other matter,
                  the nonperformance of which does not materially interfere with
                  Tenant's use of the Substitution  Space. The adjustment of the
                  Substitution Effective Date and, accordingly, the postponement
                  of Tenant's  obligation to pay Rent on the Substitution  Space
                  shall be  Tenant's  sole  remedy  and  shall  constitute  full
                  settlement  of all claims that  Tenant  might  otherwise  have
                  against Landlord by reason of the Substitution Space not being
                  ready  for  occupancy  by Tenant  on the  Target  Substitution
                  Effective  Date.  During  any  period  that  the  Substitution
                  Effective  Date is postponed  and Tenant's  obligation  to pay
                  Rent for the Substitution Space is correspondingly  postponed,
                  Tenant  shall  continue  to be  obligated  to pay Rent for the
                  Original Premises in accordance with the terms of the Lease.

         2.02.    In addition to the  postponement,  if any, of the Substitution
                  Effective  Date as a result of the  applicability  of  Section
                  2.01. of this Amendment, the Substitution Effective Date shall
                  be  delayed  to the  extent  that  Landlord  fails to  deliver
                  possession  of the  Substitution  Space for any  other  reason
                  (other than  Tenant  Delays),  including,  but not limited to,
                  holding  over  by  prior  occupants.  Any  such  delay  in the
                  Substitution  Effective Date shall not subject Landlord to any
                  liability for any loss or damage resulting  therefrom.  If the
                  Substitution   Effective   Date  is  delayed,   the   Extended
                  Termination Date shall not be similarly extended.

3.       EXTENSION.  The Term of the Lease is extended  for a period of 4 months
         and shall expire on May 31, 2010 ("EXTENDED  TERMINATION DATE"), unless
         sooner  terminated  in  accordance  with the terms of the  Lease.  That
         portion of the Term commencing the day immediately  following the Prior
         Termination  Date  ("EXTENSION   DATE")  and  ending  on  the  Extended
         Termination Date shall be referred to herein as the "EXTENDED TERM".

4.       BASE RENT. As of the Substitution  Effective Date, the schedule of Base
         Rent payable with respect to the Premises  during the  remainder of the
         current Term and the Extended Term is the following:

         -------------------------- ----------------------- --------------------
                                          ANNUAL RATE              MONTHLY
                   PERIOD               PER SQUARE FOOT           BASE RENT
         -------------------------- ----------------------- --------------------

         -------------------------- ----------------------- --------------------
              5/1/05 - 5/31/10               $18.30              $10,938.83
         -------------------------- ----------------------- --------------------

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

         Landlord and Tenant acknowledge that the foregoing schedule is based on
         the  assumption  that the  Substitution  Effective  Date is the  Target
         Substitution  Effective  Date. If the  Substitution  Effective  Date is
         later than the Target  Substitution  Effective  Date,  the schedule set
         forth above with respect to the payment of any  installment(s)  of Base
         Rent

                                       2
<PAGE>


         for the  Substitution  Space shall be  appropriately  adjusted on a per
         diem basis to reflect the actual  Substitution  Effective  Date and the
         actual Substitution Effective Date shall be set forth in a confirmation
         letter to be prepared by Landlord.

5.       ADDITIONAL  SECURITY DEPOSIT.  No additional  security deposit shall be
         required in connection with this Amendment.

6.       TENANT'S  PRO  RATA  SHARE.   For  the  period   commencing   with  the
         Substitution Effective Date and ending on the Extended Termination Date
         (i) the Rentable Square Footage of the Building is 199,860 square feet;
         and (ii) Tenant's Pro Rata Share for the Premises is 3.5890%.

7.       EXPENSES AND TAXES.  For the period  commencing  with the  Substitution
         Effective  Date and ending on the  Extended  Termination  Date,  Tenant
         shall pay for Tenant's Pro Rata Share of Expenses and Taxes  applicable
         to the Premises in accordance with the terms of the Lease.

8.       IMPROVEMENTS TO SUBSTITUTION SPACE.

         8.01.    CONDITION OF  SUBSTITUTION  SPACE.  Tenant has  inspected  the
                  Substitution  Space  and  agrees  to  accept  the same "as is"
                  without any  agreements,  representations,  understandings  or
                  obligations   on  the  part  of   Landlord   to  perform   any
                  alterations,  repairs  or  improvements,   except  as  may  be
                  expressly provided otherwise in this Amendment.

         8.02.    RESPONSIBILITY   FOR   IMPROVEMENTS  TO  SUBSTITUTION   SPACE.
                  Landlord shall perform  improvements to the Substitution Space
                  in accordance  with the Work Letter attached hereto as EXHIBIT
                  B.

9.       EARLY  ACCESS TO  SUBSTITUTION  SPACE.  If Tenant is  permitted to take
         possession of the Substitution Space before the Substitution  Effective
         Date, such  possession  shall be subject to the terms and conditions of
         the  Lease  and this  Amendment  and  Tenant  shall  pay Base  Rent and
         Additional  Rent applicable to the  Substitution  Space to Landlord for
         each  day of  possession  prior  to the  Substitution  Effective  Date.
         However,  except for the cost of  services  requested  by Tenant  (e.g.
         freight elevator  usage),  Tenant shall not be required to pay Rent for
         the  Substitution   Space  for  any  days  of  possession   before  the
         Substitution  Effective Date during which Tenant,  with the approval of
         Landlord,  is in  possession  of the  Substitution  Space  for the sole
         purpose of performing  improvements or installing furniture,  equipment
         or other personal property.

10.      HOLDING OVER. If Tenant continues to occupy the Original Premises after
         the Original  Premises  Vacation  Date (as defined in Section 1 above),
         occupancy of the Original Premises  subsequent to the Original Premises
         Vacation Date shall be that of a tenancy at sufferance  and in no event
         for  month-to-month or year-to-year,  but Tenant shall,  throughout the
         entire holdover  period,  be subject to all the terms and provisions of
         the Lease and shall pay for its use and  occupancy  an amount (on a per
         month basis without  reduction  for any partial  months during any such
         holdover)  equal to twice the sum of the Base Rent and Additional  Rent
         due for the period  immediately  preceding such holding over,  provided
         that in no  event  shall  Base  Rent and  Additional  Rent  during  the
         holdover  period be less than the fair market  rental for the  Original
         Premises.  No  holding  over by  Tenant  in the  Original  Premises  or
         payments of money by Tenant to  Landlord  after the  Original  Premises
         Vacation  Date shall be construed to prevent  Landlord from recovery of
         immediate possession of the Original Premises by summary proceedings or
         otherwise.  In addition to the  obligation to pay the amounts set forth
         above during any such holdover  period,  Tenant also shall be liable to
         Landlord for all damage,  including  any  consequential  damage,  which
         Landlord  may  suffer by reason  of any  holding  over by Tenant in the
         Original Premises,  and Tenant shall indemnify Landlord against any and
         all  claims  made by any other  tenant or  prospective  tenant  against
         Landlord for delay by Landlord in delivering possession of the Original
         Premises to such other tenant or prospective tenant.

11.      OTHER PERTINENT  PROVISIONS.  Landlord and Tenant agree that, effective
         as of the date of this Amendment (unless different  effective dates are
         specifically referenced in this Section), the Lease shall be amended in
         the following additional respects:

         11.01    PARKING.  Effective  as of the  Substitution  Effective  Date,
                  Section 1 (Parking) of EXHIBIT F of the Lease shall be amended
                  by increasing the number of unreserved

                                       3
<PAGE>


                  parking spaces to 24 by the addition of 11 unreserved  parking
                  spaces (the "ADDITIONAL SPACES") in the Parking Facility at no
                  charge to Tenant  during the Term.  The use of the  Additional
                  Spaces shall be subject to Section 1 (Parking) of EXHIBIT F of
                  the Lease.

         11.02    DELETED SECTION.  Effective as of the  Substitution  Effective
                  Date, in addition to the other  Sections and provisions of the
                  Lease  modified  herein,  Section 2  (Acceleration  Option) of
                  EXHIBIT F of the Lease  shall be deleted in its  entirety  and
                  shall be of no further force and effect.

2.       MISCELLANEOUS.

         12.01.   This  Amendment  and the attached  exhibits,  which are hereby
                  incorporated into and made a part of this Amendment, set forth
                  the entire  agreement  between the parties with respect to the
                  matters set forth herein.  There have been no additional  oral
                  or   written   representations   or   agreements.   Under   no
                  circumstances  shall Tenant be entitled to any Rent abatement,
                  improvement allowance,  leasehold improvements,  or other work
                  to the Substitution  Space, or any similar economic incentives
                  that may have been provided Tenant in connection with entering
                  into  the  Lease,   unless  specifically  set  forth  in  this
                  Amendment. Tenant agrees that neither Tenant nor its agents or
                  any other  parties  acting on behalf of Tenant shall  disclose
                  any  matters set forth in this  Amendment  or  disseminate  or
                  distribute any  information  concerning the terms,  details or
                  conditions  hereof  to any  person,  firm  or  entity  without
                  obtaining the express written consent of Landlord.

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

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

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

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

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

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

                             [SIGNATURES ARE ON FOLLOWING PAGE]

                                       4
<PAGE>


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


WITNESS/ATTEST:                   LANDLORD:

                                  MA-NEW ENGLAND  EXECUTIVE PARK,  L.L.C.,
                                  A DELAWARE LIMITED LIABILITY COMPANY

                                  By:      Equity Office Management, L.L.C.,
                                           a Delaware limited liability company,
                                           its non-member manager

_______________________________            By:    ______________________________

Name (print):  ________________            Name:  ______________________________

_______________________________            Title: ______________________________

Name (print):  ________________



WITNESS/ATTEST:                   TENANT:

                                  UTIX GROUP, INC., A DELAWARE CORPORATION

_______________________________   By:      ________________________________

Name (print):  ________________   Name:    ________________________________

_______________________________   Title:   ________________________________

Name (print):  ________________

                                       5
<PAGE>


                                    EXHIBIT A

                   OUTLINE AND LOCATION OF SUBSTITUTION SPACE
                   ------------------------------------------

         This  Exhibit is  attached to and made a part of the  Amendment  by and
between MA-NEW ENGLAND  EXECUTIVE PARK,  L.L.C.,  A DELAWARE  LIMITED  LIABILITY
COMPANY ("LANDLORD") and UTIX GROUP, INC., A DELAWARE CORPORATION ("TENANT") for
space in the Building located at Seven New England  Executive Park,  Burlington,
Massachusetts.



                                       6
<PAGE>


                                    EXHIBIT B

                                   WORK LETTER
                                   -----------

This  Exhibit is  attached  to and made a part of the  Amendment  by and between
MA-NEW ENGLAND  EXECUTIVE PARK,  L.L.C.,  A DELAWARE LIMITED  LIABILITY  COMPANY
("LANDLORD") and UTIX GROUP, INC., A DELAWARE  CORPORATION  ("TENANT") for space
in the  Building  located  at Seven  New  England  Executive  Park,  Burlington,
Massachusetts.

As  used in  this  Workletter,  the  "PREMISES"  shall  be  deemed  to mean  the
Substitution Space, as defined in the attached Amendment.

1.       This Work Letter shall set forth the obligations of Landlord and Tenant
         with  respect to the  improvements  to be performed in the Premises for
         Tenant's  use.  All  improvements  described  in this Work Letter to be
         constructed  in and upon  the  Premises  by  Landlord  are  hereinafter
         referred to as the "LANDLORD  WORK." It is agreed that  construction of
         the Landlord  Work will be completed at Tenant's sole cost and expense,
         subject to the Allowance (as defined below).  Landlord shall enter into
         a direct  contract  for the  Landlord  Work with a  general  contractor
         selected by  Landlord.  In addition,  Landlord  shall have the right to
         select and/or approve of any subcontractors used in connection with the
         Landlord Work.

2.       Tenant  shall be solely  responsible  for the  timely  preparation  and
         submission  to Landlord of the final  scope of work,  including  finish
         specifications  (called  "PLANS")  necessary to construct  the Landlord
         Work,  which  plans  shall be  subject  to  approval  by  Landlord  and
         Landlord's   architect  and  engineers  and  shall  comply  with  their
         requirements  to avoid aesthetic or other conflicts with the design and
         function of the balance of the  Building.  Tenant shall be  responsible
         for all elements of the design of Tenant's  plans  (including,  without
         limitation,   compliance  with  law,   functionality  of  design,   the
         structural  integrity of the design,  the configuration of the Premises
         and the placement of Tenant's furniture, appliances and equipment), and
         Landlord's  approval of Tenant's plans shall in no event relieve Tenant
         of  the  responsibility  for  such  design.  If  requested  by  Tenant,
         Landlord's   architect  will  prepare  the  Plans  necessary  for  such
         construction at Tenant's cost.  Whether or not the layout and Plans are
         prepared with the help (in whole or in part) of  Landlord's  architect,
         Tenant agrees to remain solely  responsible for the timely  preparation
         and  submission of the Plans and for all elements of the design of such
         Plans and for all costs related  thereto.  Tenant has assured itself by
         direct  communication  with the architect and engineers  (Landlord's or
         its own,  as the case may be) that  the  final  approved  Plans  can be
         delivered  to  Landlord  on or before  April 8, 2005  (the  "PLANS  DUE
         DATE"),  provided that Tenant promptly furnishes  complete  information
         concerning its requirements to said architect and engineers as and when
         requested  by them.  Tenant  covenants  and agrees to cause said final,
         approved  Plans to be delivered to Landlord on or before said Plans Due
         Date and to devote such time as may be necessary in  consultation  with
         said  architect and engineers to enable them to complete and submit the
         Plans within the required time limit. Time is of the essence in respect
         of preparation and submission of Plans by Tenant.  If the Plans are not
         fully  completed  and  approved by the Plans Due Date,  Tenant shall be
         responsible for one day of Tenant Delay (as defined in the Amendment to
         which  this  Exhibit  is  attached)  for each  day  during  the  period
         beginning  on the day  following  the Plans Due Date and  ending on the
         date  completed  Plans are approved.  (The word  "architect" as used in
         this Exhibit shall include an interior designer or space planner.)

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

4.       If Landlord's  estimate  and/or the actual cost of  construction  shall
         exceed the  Allowance,  if any (such  amounts  exceeding  the Allowance
         being herein  referred to as the "EXCESS  COSTS"),  Tenant shall pay to
         Landlord such Excess Costs,  plus any applicable state sales or use tax
         thereon,  upon demand. The statements of costs submitted to Landlord by
         Landlord's  contractors shall be conclusive for purposes of determining
         the actual cost


                                       7
<PAGE>


         of the items described therein. The amounts payable by Tenant hereunder
         constitute  Rent  payable  pursuant  to the Lease,  and the  failure to
         timely pay same constitutes an event of default under the Lease.

5.       If Tenant shall  request any change,  addition or  alteration in any of
         the  Plans  after  approval  by  Landlord,  Landlord  shall  have  such
         revisions to the drawings prepared, and Tenant shall reimburse Landlord
         for the  cost  thereof,  plus  any  applicable  state  sales or use tax
         thereon,  upon  demand.  Promptly  upon  completion  of the  revisions,
         Landlord  shall notify  Tenant in writing of the  increased  cost which
         will be  chargeable  to Tenant by reason of such  change,  addition  or
         deletion.  Tenant,  within one Business Day,  shall notify  Landlord in
         writing  whether it desires to proceed  with such  change,  addition or
         deletion. In the absence of such written authorization,  Landlord shall
         have the  option to  continue  work on the  Premises  disregarding  the
         requested  change,  addition or  alteration,  or Landlord  may elect to
         discontinue  work on the Premises until it receives  notice of Tenant's
         decision,  in which event  Tenant shall be  responsible  for any Tenant
         Delay  in  completion  of the  Premises  resulting  therefrom.  If such
         revisions  result  in a higher  estimate  of the  cost of  construction
         and/or higher  actual  construction  costs which exceed the  Allowance,
         such increased  estimate or costs shall be deemed Excess Costs pursuant
         to Paragraph 4 hereof and Tenant shall pay such Excess Costs,  plus any
         applicable state sales or use tax thereon, upon demand.

6.       Following  approval  of the  Plans  and the  payment  by  Tenant of the
         required portion of the Excess Costs, if any,  Landlord shall cause the
         Landlord Work to be constructed  substantially  in accordance  with the
         approved Plans. Landlord shall notify Tenant of substantial  completion
         of the Landlord Work.

7.       Landlord,  provided Tenant is not in default,  agrees to provide Tenant
         with  an  allowance  (the  "Allowance")  in an  amount  not  to  exceed
         $8,966.25 (i.e.,  $1.25 per rentable square foot of the Premises) to be
         applied  toward the cost of the Landlord Work in the  Premises.  If the
         Allowance shall not be sufficient to complete the Landlord Work, Tenant
         shall pay the Excess Costs,  plus any applicable state sales or use tax
         thereon,  as  prescribed  in  Paragraph  4 above.  Any  portion  of the
         Allowance  which  exceeds the cost of the Landlord Work or is otherwise
         remaining  after  June 1,  2005,  shall  accrue to the sole  benefit of
         Landlord,  it being  agreed  that  Tenant  shall not be entitled to any
         credit, offset, abatement or payment with respect thereto.

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

                                       8