**EXHIBIT
      10.31**


**FIRST
      AMENDMENT TO LEASE AND LICENSE**





THIS
      FIRST AMENDMENT TO LEASE AND LICENSE (this "Amendment") is entered into as
      of
      the l9th day of September, 2006 (the "Effective Date"), by and between **RREEF
      AMERICA REIT III-ZI LLC** ,
      a
      Delaware limited liability company ("Landlord"), successor in interest to BCIA
      New England Holdings LLC, a Delaware limited liability company (the "Original
      Landlord") and **HIFN,
      INC.** ,
      a
      California corporation ("Tenant").





**Recitals**





A.  Landlord
      is the owner of certain real property located and known as Point West Place,
      111
      Speen Street, Framingham, Massachusetts (the "Land") and the building thereon
      (the "Building") and other improvements constructed thereon (the Land, the
      Building and the other improvements are hereinafter collectively referred to
      as
      the "Property").





B.  Reference
      is made to that certain lease dated as of June 30, 2003 (the "Lease") between
      the Original Landlord, as landlord, and Tenant, as tenant, as modified by
      Commencement Date Letter dated September 15, 2003 between Original Landlord
      and
      Tenant, with respect to a portion of the Building, currently consisting of
      approximately 4,177 rentable square feet on the second floor (the "Leased
      Premises").





C.  Reference is also made to that certain Storage Space License dated January
      31,
      2004 between Original Landlord, as Landlord, and Tenant, as Tenant (the
      "License").





D.  Landlord
      is the current owner of the Property and the current holder of the Landlord's
      interest under both the Lease and the License and Tenant is the current holder
      of the Tenant's interest under both the Lease and the License.





E.  Landlord
      and Tenant desire to extend the term of the Lease and License, and to otherwise
      amend the Lease and License as more particularly set forth below.





NOW
      THEREFORE, for valuable consideration, the receipt and sufficiency of which
      is
      hereby mutual1y acknowledged, Landlord and Tenant hereby agree that the Lease
      and License are hereby amended as follows:





**Agreements**




1. Capitalized
      Terms .
      Each
      capitalized term appearing but not defined herein shall have the meaning, if
      any, ascribed to such term in the Lease or the License, as the context shal1
      require.





2.  Recitals .
      The
      recitals above set forth are true and complete and are incorporated herein
      by
      reference.




3.  Amendments .
      As of
      the Effective Date, the Lease is hereby amended as follows:





(a) Landlord .
      The
      term "Landlord," as used in both the Lease and the License is hereby amended
      to
      read in its entirety as follows:




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LANDLORD:
            **RREEF
                AMERICA REIT In - Z1 LLC**,
                aDelaware
                limited liability company








(b) Landlord's
      Address. For
      all
      purposes under the Lease and License, Landlord's address and Landlord's Managing
      Agent's address for notice shall be as follows:





LANDLORD'S
                ADDRESS:c/o
                RREEF Management Company4
                Technology DriveWestborough,
                MA 01581





4.  Amendments
      to License .





(a)  Landlord
      and Tenant hereby agree that the term of the License is hereby extended
      so that it shall expire upon the date of expiration or earlier termination
      of
      the Lease, as amended hereby, unless the License is sooner terminated by
      Landlord in accordance with the provisions of the License. Tenant hereby accepts
      the Storage Space as defined in Section 1 of the License "As Is", in its current
      condition, without any representations or warranties by Landlord and without
      any
      obligation by Landlord to prepare the same for Tenant's use and occupancy or
      to
      make any payments or to give any allowances to Tenant.





(b)  Section
      1
      (g) of the License is hereby amended by inserting the following at the end
      of
      the penultimate sentence thereof: "in which event Landlord may terminate this
      License immediately upon giving notice of termination to Tenant."





5.  Amendments
      to Lease .





(a)  Basic
      Rent .
      Until
      November 30, 2006, Basic Rent shall remain payable as per the current Lease.
      Commencing as of December 1, 2006 and continuing through the remainder of the
      term as extended, Basic Rent shall be payable in the following
      amounts:





Period
            Rentable
                Square
            Rent
            Annual
                Rent
            Monthly
                Installmentfrom
            to
            Footage
            Per
                Square Foot
            
            of
                Rent12/1/2006
            11/30/2007
            4,177
            $24.00
            $100,248.00
            $8,354.0012/1/2007
            11/30/2008
            4,177
            $25.00
            $104,425.00
            $8,702.0812/1/2008
            11/30/2009
            4,177
            $26.00
            $108,602.00
            $9,050.1712/1/2009
            I
                1/30/2010
            4,177
            $27.00
            $112,779.00
            $9,398.2512/1/2010
            11/30/2011
            4,177
            $28.00
            $116,956.00
            $9,746.33





(b)  Base
      Year for Operating Expenses .
      Effective December 1, 2006: Calendar year 2007.





(c)  Base
      Year for Taxes .
      Effective December 1, 2006: Calendar year 2007.


Calendar
      Year 2007 is comprised of half of tax fiscal year 2007, (i.e., January 1, 2007
      through June 30, 2007) and half of tax fiscal year 2008, (i.e., July 1, 2007
      through December 31, 2007).





(d)  Tax
      Year .
      Effective December 1, 2006: "Tax Year" shall mean a
      calendar


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year
        or
        portion thereof included within the Term, which calendar year may be comprised of of more
        than
        one tax 'fiscal year. For example, the Tax Year which is Calendar Year 2008 is
        comprised of half of tax
        fiscal year 2008, (i.e.,
        January 1, 2008  through
        June 30, 2008 ) and
        half of tax
        fiscal year 2009, (i.e.,
        July 1,2008 through December 31,2008).





(e)  Term .
      The
      Term, currently scheduled to expire on November 30, 2006, is hereby extended
      for
      an additional period of five (5) years, beginning December 1, 2006 and ending
      November 30, 2011.





(f)  Agent .
      Effective immediately, the Agent (as defined in Section 1.2 *of* the Lease)
      is
      RREEF Management Company, a Delaware corporation.




(g)  Effective
      December 1, 2006, Article 8.1 (b) of the Lease is hereby deleted and the
      following substituted therefor:





"(b)
      In
      the event that Taxes assessed for any Tax Year shall exceed Base Taxes, Tenant
      shall pay to Landlord, as Additional Rent, an amount equal to (i) the excess
      of
      Taxes assessed for such Tax Year over Base Taxes, multiplied by (ii) Tenant's
      Proportionate Share, both the Taxes assessed for the Tax Year and the Base
      Taxes
      to be apportioned in the case of any partial Tax Year at the end of the
      Term."





(h)  Article
      14.1 (a) of the Lease, defining "Default *of* Tenant"
      is hereby amended to add a new subdivision (ix) as follows: "Tenant shall fail
      to perform or observe any term or condition contained in the License and such
      failure shall continue beyond any applicable notice and cure periods provided
      for in the License".





(i)  Condition
      of Premises .
      In
      connection with this Amendment, Landlord shall provide (i) 600 CFM cabinet
      exhaust fan on thermostat for Tenant's computer room and (ii) a central system
      diffuser balanced to 200 CFM plus four (4) 2x2 grilles for the Tenant's lab
      area. Except as set forth in the preceding sentence, Tenant hereby acknowledges
      and agrees that (i) the Premises and the Storage Space are satisfactory to
      Tenant in all respects in their "AS IS" condition, without representation or
      warranty of any kind by Landlord, (ii) it is the current tenant of the Premises
      and the Storage Space, (iii) it has inspected and is familiar with the Premises
      and the Storage Space as the current tenant of the Premises and the Storage
      Space, (iv) has found the Premises and the Storage Space to be satisfactory
      to
      its intended uses, and (v) Landlord is not required to complete any unperformed
      repair or other work with respect to the Premises or the Storage Space as of
      the
      date of this Amendment.





(j)  Security
      Deposit .
      Landlord acknowledges that it is presently holding a cash Security Deposit
      in
      the amount of $19,840.75, which is presently the "Required Amount" pursuant
      to
      Section 14.8 of the Lease. Landlord and Tenant hereby agree that the "Required
      Amount" of the Security Deposit shall remain as $19,840.75 throughout the
      remainder of the Term, as extended hereby, without reduction. The Security
      Deposit shall continue to be held by Landlord subject to the terms of Section
      14.8 of the Lease.





(k)  Extension
      Option .
      Section
      15.20 of the Lease and all references thereto are
      hereby deleted. Tenant shall have no right or option to extend the Term of
      this
      Lease for the


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Extension
      Period provided for in said Section 15.20 or for any other period beyond
      November 30, 2011.




6.  Amendments
      affecting both Lease and License Provisions





(a)  Insurance .
      Effective immediately, Sections 10.2 and 10.4 of the Lease and Section 1(k)
      of
      the License are each deleted and replaced with the following provision, except
      that in the case of the License, all references to the "Premises" in the
      following provision shall be deemed to be references to the "Storage Space",
      and
      all references to the "Lease" in the following provision shall be deemed to
      be
      references to the "License".





"Tenant
      shall keep in force throughout the Term: (a) a Commercial General Liability
      insurance policy or policies to protect the Landlord Entities (defined below)
      against any liability to the public or to any invitee of Tenant or a Landlord
      Entity incidental to the use of or resulting from any accident occurring in
      or
      upon the Premises with a limit of not less than $2,000,000 per occurrence and
      not less than $3,000,000 in the annual aggregate, (b) Business Auto Liability
      covering owned, non-owned and hired vehicles with a limit of not less than
      $1,000,000 per accident; (c) insurance protecting against liability under
      Worker's Compensation Laws with limits at least as required by statute; (d)
      Employers Liability with limits of $1,000,000 each accident, $1,000,000 disease
      policy limit, $1,000,000 disease--each employee; and (e) All Risk or Special
      Form coverage protecting Tenant against loss of or damage to Tenant's
      alterations, additions, improvements, carpeting, floor coverings, panelings,
      decorations, fixtures, inventory and other business personal property situated
      in or about the Premises. "Landlord Entities" means Landlord, Landlord's
      investment manager, and the trustees, boards of directors, officers, general
      partners, beneficiaries, stockholders, employees and agents of each of
      them.





The
      aforesaid policies shall (a) be provided at Tenant's expense; (b) name the
      Landlord Entities as additional insured; (c) be issued by an insurance company
      authorized to do business in the state where the premises are located, with
      a
      minimum Best's rating of "A-:VII" during the Term; and (d) provide that said
      insurance shall not be canceled unless thirty (30) days prior written notice
      (ten days for non-payment of premium) shall have been given to Landlord. Tenant
      shall provide Landlord with a certificate of insurance for the aforementioned
      coverage on ACORD Form 25 (liability) and ACORD Form 27 (casualty) (or their
      substantial equivalent), to be delivered no later than the date on which
      Landlord delivers possession of the Premises to Tenant, and at least thirty
      (30)
      days prior to each renewal of said insurance.





Whenever
      Tenant shall undertake any alterations, additions or improvements in, to or
      about the Premises ("Work") the aforesaid insurance protection must extend
      to
      and include injuries to persons and damage to property arising in connection
      with such Work, without limitation including liability under any applicable
      structural work act, and such other insurance as Landlord shall require; and
      the
      policies of or certificates evidencing such insurance must be delivered to
      Landlord prior to the commencement of any such Work.




So
      long
      as their respective insurers so permit, Tenant and Landlord
      hereby


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mutually
      waive their respective rights of recovery against each other for any loss
      insured by fire, extended coverage, All Risks or other insurance now or
      hereafter existing for the benefit of the respective party but only to the
      extent of the net insurance proceeds payable under such policies. Each party
      shall obtain any special endorsements required by their insurer to evidence
      compliance with the aforementioned waiver."





(a)  Environmental
      Compliance .
      Section
      5.4 of the Lease is hereby deleted and replaced with the following provision,
      and the following provision is hereby added as Section 1 (z) to the License,
      except that in the case of the License, all references to the "Premises" in
      the
      following provision shall be deemed to be references to the "Storage Space",
      and
      all references to the "Lease" in the following provision shall be deemed to
      be
      references to the "License".





"Environmental
      Compliance .
      (i)
      Tenant shall not, and shall not direct, suffer or permit any of its agents,
      contractors, employees, licensees or invitees (collectively, the "Tenant
      Entities") to at any time handle, use, manufacture, store or dispose of in
      or
      about the Premises or the Building any (collectively "Hazardous Materials")
      flammables, explosives, radioactive materials, hazardous wastes or materials,
      toxic wastes or materials, or other similar substances, petroleum products
      or
      derivatives or any substance subject to regulation by or under any federal,
      state and local laws and ordinances relating to the protection of the
      environment or the keeping, use or disposition of environmentally hazardous
      materials, substances, or wastes, presently in effect or hereafter adopted,
      all
      amendments to any of them, and all rules and regulations issued pursuant to
      any
      of such laws or ordinances (collectively "Environmental Laws"), nor shall Tenant
      suffer or permit any Hazardous Materials to be used in any manner not fully
      in
      compliance with all Environmental Laws, in the Premises or the Building and
      appurtenant land or allow the environment to become contaminated with any
      Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store,
      use or dispose of products containing small quantities of Hazardous Materials
      (such as aerosol cans containing insecticides, toner for copiers, cleaning
      fluids and cleaning supplies, paints, paint remover and the like) to the extent
      customary and necessary for the use of the Premises for general office purposes;
      provided that Tenant shall always handle, store, use, and dispose of any such
      Hazardous Materials in a safe and lawful manner and never allow such Hazardous
      Materials to contaminate the Premises, Building and appurtenant land or the
      environment. Tenant shall protect, defend, indemnify and hold each and all
      of
      the Landlord Entities (as defined in this Lease) harmless from and against
      any
      and all loss, claims, liability or costs (including court costs and attorney's
      fees) to the extent caused by the failure of Tenant to fully comply with all
      applicable Environmental Laws, or except as permitted herein, to the extent
      caused by the presence, handling, use or disposition in or from the Premises
      of
      any Hazardous Materials by Tenant or any Tenant Entity (even though permissible
      under all applicable Environmental Laws or the provisions of this Lease), or
      to
      the extent caused by the failure of Tenant to keep, observe, or perform any
      provision of this paragraph."





7.  Brokers .
      Landlord and Tenant each hereby represents and warrants that it has not dealt
      with any real estate broker or agent in connection with the procurement of
      this
      Amendment




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except
        Richards Barry Joyce & Partners, LLC and Kaplan Commercial Properties, Inc.,
        whose commissions shall be paid by Landlord upon the completion and full
        execution of this Amendment, and not otherwise. Tenant shall indemnify and
        hold
        Landlord harmless from any costs, expense or liability (including costs of
        suit
        and reasonable attorneys' fees) for any compensation, commission or fees
        claimed
        by any real estate broker or agent other than the aforementioned broker(s)
        in
        connection with the procurement of this Amendment because of any act or
        statement by the Tenant. Landlord shall indemnify and hold Tenant harmless
        from
        any costs, expense or liability (including costs of suit and reasonable
        attorneys' fees) for any compensation, commission or fees claimed by any
        real
        estate broker or agent in connection with the procurement of this Amendment
        because of any act or statement by the Landlord.




8.  Effective
      Date .
      The
      parties agree that this Amendment shall be effective from and after the
      Effective Date and not to any period of time prior thereto. To the extent this
      Amendment contains language which purports to amend the Lease or License with
      respect to periods of time prior to the Effective Date, such language is for
      clarification purposes only and shall not be deemed to change the obligations
      of
      the parties with respect thereto. In no event shall this Amendment be construed
      to impose any liability on Landlord for any period of time preceding its
      ownership of the Property.





9.  Ratification
      of Lease and License Provisions .
      Except
      as otherwise expressly amended, modified and provided for in this Amendment,
      Tenant hereby ratifies all of the provisions, covenants and conditions of the
      Lease and License, and such provisions, covenants and conditions shall be deemed
      to be incorporated herein and made a part hereof and shall continue in full
      force and effect. Tenant acknowledges that Landlord is not currently in default
      of any of its obligations under the Lease or License.





10.  Entire
      Amendment .
      This
      Amendment contains all the agreements of the parties with respect to the subject
      matter hereof and supersedes all prior dealings between the parties with respect
      to such subject matter.





11.  Authority .
      Landlord and Tenant each warrant to the other that the person or persons
      executing this Amendment on its behalf has or have authority to do so and that
      such execution has fully obligated and bound such party to all terms and
      provisions of this Amendment.





12.  Binding
      Amendment .
      This
      Amendment shall be binding upon, and shall inure to the benefit of the parties
      hereto, and their respective successors and assigns.





13.  Governing
      Law .
      This
      Amendment shall be governed by the law of the state in which the Premises is
      located.




14.  Severability .
      If any
      clause or provision of this Amendment is or should ever be held to be illegal,
      invalid or unenforceable under any present or future law applicable to the
      terms
      hereof, then and in that event, it is the intention of the parties hereto that
      the remainder of this Amendment shall not be affected thereby, and that in
      lieu
      of each such clause or provision of this Amendment that is illegal, invalid
      or
      unenforceable, such clause or provision shall be judicially construed and
      interpreted to be as similar in substance and content to such
      illegal,


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invalid
      or unenforceable clause or provision, as the context thereof would reasonably
      suggest, so as to thereafter be legal, valid and enforceable.





15.  No
      Reservation .
      Submission of this Amendment for examination or signature is without prejudice
      and does not constitute a reservation, option or offer, and this Amendment
      shall
      not be effective until execution and delivery by all parties.





16.  Counterparts .
      This
      Amendment may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.




17.  Limitation
      of Landlord's Liability .
      Redress
      for any claim against Landlord under the Lease as amended and under the License,
      as amended, shall be limited to and enforceable only against and to the extent
      of Landlord's interest in the Building. The obligations of Landlord under the
      Lease, as amended, and under the License, as amended, are not intended to be
      and
      shall not be personally binding on, nor shall any resort be had to the private
      properties of, any of its or its investment manager's trustees, directors,
      officers, partners, beneficiaries, members, stockholders, employees, or agents,
      and in no case shall Landlord be liable to Tenant under the Lease, as amended,
      or under the License, as amended, for any lost profits, damage to business,
      or
      any form of special, indirect or consequential damages."





IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment under seal
      as
      of the date and year first above written.




**LANDLORD:**
            **TENANT:****RREEF
                AMERICA REIT III - Z1 LLC,**a
            **HIFN,
                INC,**a
                California corporationDelaware
                corporation, Authorized Agent





By:
            RREEF
                Management Company, aDelaware
                corporation, Authorized Agent





By:
                /s/ Edward Reiss
            
            By:
                /s/ William R. WalkerName:
                Edward Reiss
            
            Name:
                William WalkerTitle:
                District Manager
            
            Title:
                CFODated:
                10/4/2006
            
            Dated:
                10/3/2006





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