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Exhibit 10.20
 SENTINEL
PROPERTIES  BEDFORD, LLC
  Agreement Sentinel MSA Effective Date).
 1)
    
    Definitions.
 a)
    
    Affiliate: An entity(ies) controlling, or under the
control of, or under common
control with, a party hereto, where control is the possession, direct or indirect,
of
the power to direct or cause the direction of the management and policies of an
entity, whether through ownership of voting securities, by contract or otherwise.b)
    
    Sentinel and Customer: The words Sentinel and Customer and the pronouns
referring thereto as used in this Agreement shall mean, unless otherwise provided, the
persons or entities named herein as Sentinel and as Customer respectively, and their
respective heirs, legal representatives, successors and assigns, irrespective of
whether
singular or plural, masculine, feminine or neuter. The word Sentinel as used herein
shall mean, however, only the owner for the time being of the service providers
interest (i.e., the initial interest of Seller hereunder) in this Agreement, i.e., in
the
event of any transfer of the service providers interest in this Agreement the
transferor shall cease to be liable for, and shall be released from all liability for
the
performance and observance of, any and all agreements or conditions on the part of
Sentinel to be performed or observed subsequent to the time of such transfer, it being
understood and agreed that from and after such transfer Customer shall look solely to
the transferee for the performance and observance of such agreements
and
conditions.c)
    
    Order: Any Sales Order or Online Order between Customer and Sentinel.d)
    
    Online Order: An Order for Services placed by Customer via Sentinels web-based
customer portal and accepted by Sentinel in accordance with its Occupant Handbook
and procedures.e)
    
    Permitted Use: Use as a corporate data center for the installation and use of
computing, networking and communications equipment.f)
    
    Occupant Handbook: The procedures, rules, regulations, security practices and
policies adopted by Sentinel that may be in effect for the Sentinel Bedford Data
Center, and as they may be amended from time to time by Sentinel and so notified to
Customer.g)
    
    Sales Orders: All written sales orders executed by the parties which provide
that
such sales orders are governed by and incorporated by reference into this Agreement.




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h)
    
    Services: All services, goods and other offerings of any kind to be provided by
Sentinel to Customer pursuant to this Agreement as set forth in an Order.
 2)
    
    License Terms and Responsibilities of the Parties.
 a)
    
    Sentinel owns a so-called data center (the Sentinel Bedford Data Center)
located
at 55 Middlesex Turnpike, Bedford, Massachusetts (the Property), at which
Sentinel provides space and provides certain related data center facility services to
businesses. Upon payment of the applicable fees and subject to the terms and
conditions herein, Sentinel (i) grants Customer a license (sometimes herein the
License) for the License Term to use the distinct areas (hereinafter, the Space)
of the Sentinel Bedford Data Center described in Attachment 1 attached hereto
and
identified in any Sales Order separately signed by Sentinel and Customer, including
any Sales Order hereafter signed, the License to be solely for the purpose of
installing, operating, maintaining, altering and repairing in the Space equipment
which will at all times belong to Customer or its third party supplier and will not
belong to Sentinel (Equipment), and (ii) shall provide certain services that are set
forth in an Order (each such service, a Service). If Sentinel and Customer
subsequently sign any new Sales Orders, the Space identified in that Sales Order
shall ipso facto become part of the Space for all purposes under this Agreement.
For purposes of this Agreement, the License is acknowledged to be a Service.b)
    
    At all times during the Term, Sentinel and Customer agree to comply with the
rules,
regulations and procedures set forth in the Occupant Handbook, which rules,
regulations and procedures are at all times incorporated by reference into this
Agreement. Customer acknowledges that it has received a copy of the current
Occupant Handbook prior to execution of this Agreement.c)
    
    Customer acknowledges that the License is only to use the Space for the
Permitted
Use, and that Customer has not been granted any rights of real property or other
interests in the Space or the Property.d)
    
    Sentinel acknowledges that Customers assets are subject to a lien in favor
of Silicon
Valley Bank (together with any other institutional Sender to Customer from time to
time a Bank), Sentinel agrees that it will execute and deliver to the Bank such
documents, instruments and agreements requested by Bank from time to time,
acknowledging Banks security interests in Customers assets, granting Bank access,
as limited in such document, instrument or agreement to such assets, and addressing
such other matters required by Bank. Provided that all damage caused by such
removal shall be promptly repaired, Customer may remove any or all of its assets
from the Space and the Property at any time, in its sole discretion, and Sentinel
agrees to provide Customer with access to remove such assets, upon Customers
request from time to time.
 3)
    
    No Use of Space by Others.
  2




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4)
    
    Insurance; Waiver of Subrogation; SAS 70 Report; Indemnity.
 a)
    
    Customer shall throughout the term hereof maintain commercial general liability
insurance with respect to the Space and its occupancy and use of the Property, issued
by well-rated insurance companies authorized to do business in the Commonwealth
of Massachusetts, in amounts not less than Ten Million Dollars ($10,000,000.00)
with, respect to bodily injuries suffered in any one occurrence and not less than Five
Million Dollars ($5,000,000.00) with respect to property damage.b)
    
    The insurance required to be carried by Customer pursuant to this License may
be
carried under a blanket policy, and Customer shall provide to Sentinel, upon the
execution of this Agreement and thereafter prior to the expiration of each such
policy, evidence of the maintenance of the insurance required pursuant to this Article
4.c)
    
    Sentinel shall throughout the term hereof maintain commercial general liability
insurance with respect to the Property, issued by well-rated insurance companies
authorized to do business in the Commonwealth of Massachusetts, in amounts not less
than Ten Million Dollars ($10,000,000.00) with respect to bodily injuries suffered
in any one accident and not less than Five Million Dollars ($5,000,000.00) with
respect to property damage. Such insurance required to be carried by Sentinel pursuant
to this Agreement may be carried under a blanket policy, and Sentinel shall provide to
Customer, upon Customers written request, evidence of the maintenance of the
insurance required pursuant to this Article 4.d)
    
    Neither Sentinel nor Customer shall have any obligation to insure any property
belonging to or in the possession of the other. As to any property insurance carried
by Sentinel on the Property where the Space is located, Sentinel shall obtain a waiver
of subrogation in favor of Customer. As to any property insurance carried by
Customer on its Equipment, Customer shall obtain a waiver of subrogation in favor
of Sentinel. Except as set forth in subsection (d) immediately below, neither party
shall have any responsibility for any loss or damage to property belonging to or in the
possession of the other.e)
    
    Sentinel shall, as soon as reasonably practicable and in no event later than
the first
anniversary of the MSA Effective Date, provide to Customer a Type II SAS 70 audit
report (the SAS 70 Report) with respect to the data center operations and services
provided at the Sentinel Bedford Data Center and the Property. The SAS 70 Report
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shall be issued by an accounting firm with a nationally recognized reputation and
reasonably satisfactory to Customer (provided that Customer agrees
that Wolf & Co.
shall be deemed so satisfactory). Following the delivery of the first SAS 70 Report to
Customer, Sentinel shall thereafter furnish an SAS 70 Report to Customer on an annual
basis. In the event Sentinel fails to deliver to Customer a SAS 70 Report, as required
under this subparagraph (e), within twenty (20) days after receipt of notice from
Customer of Sentinels failure to do so as above provided, then Customer shall have the
right to terminate this Agreement upon thirty (30) days prior written notice to
Sentinel provided Sentinel shall have failed to deliver such SAS 70 Report within such
thirty (30) days.f)
    
    Subject to the limitations on the liability of each party elsewhere
contained in this Agreement, each party (the Indemnifying Party) shall defend,
indemnify and hold harmless the other party (the Indemnified
Party) from and
against (i) any and all third party claims for loss, cost damage, liability or
expense (including, without limitation, attorneys fees and expenses) in any way
arising out of or related to any breach or alleged breach by the Indemnifying Party
under this Agreement; or (ii) any negligent act or omission or misconduct of the
Indemnifying Party, its employees, or agents. The Indemnifying Partys obligations
hereunder are contingent on the following conditions: (i) the Indemnified Party must
notify the Indemnifying Party in writing promptly after the Indemnified Party becomes
aware of a claim or the possibility thereof; (ii) the Indemnified Party must grant
the Indemnifying Party the sole control (but subject to consultation from time to
time with the Indemnifying Party) of the settlement compromise, negotiation and
defense of any such claim; and (iii) the Indemnified Party must cooperate with the
Indemnifying Party and provide the Indemnifying Party with all information related to
the claim that is reasonably requested by the Indemnifying Party.
 5)
    
    Interruptions in Service, and Intrusive Testing.
  4




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6)
    
    Term of Agreement, Termination, and Default.
 a)
    
    This Agreement shall commence on the MSA Effective Date. Unless earlier
terminated in accordance with its terms, this Agreement will terminate on the date the
last Sales Order then in effect expires or is terminated pursuant to the terms and
conditions set forth in this Agreement (which will be the date on which the last
License Term as specified and defined on such last Sales Order expires or is
terminated pursuant to the terms and conditions of this Agreement).b)
    
    If either party shall be in material breach of this Agreement (nonpayment of
any
money due under an invoice or otherwise hereunder being agreed to be deemed ipso
facto a material breach of this Agreement), or if Customer shall be in material breach
of any of the rules regulations and procedures set forth in the Occupant Handbook, or
if Sentinel shall modify materially the Occupant Handbook in a manner unacceptable
to Customer in its reasonable discretion, the other party may terminate (at its
discretion) this Agreement as to any or all Space (including all Services associated
with that Space) then covered hereunder, upon thirty
(30) days prior written notice
to the breaching party unless the breaching party shall cure such breach prior to the
expiration of such thirty (30) day period or, if cure cannot be reasonably achieved
within such thirty (30) day period, the breaching party commences cure and
diligently prosecutes such cure to completion at all times thereafter (provided,
however, that such time period shall be ten (10) days with respect to any failure on
the part of Customer to pay any charges hereunder). Termination shall not, however,
except to the extent otherwise provided herein, be the sole remedy under this
Agreement, and, whether or not termination is effected, except as expressly limited in
this Agreement (including the limitations on the liability of Sentinel contained
elsewhere in this Agreement), all other remedies will remain available. If the
Property becomes the subject of an eminent domain or condemnation action by any
authority or person that has such power and if continued operation of the Property for
the Permitted Use would thereafter be impractical or impossible, or if Sentinels or
Customers possession or right of access is otherwise terminated or substantially
abated, either party shall have the right to terminate this Agreement. Either party
may also terminate this Agreement by giving written notice of termination to the
other party if (i) the other party becomes the subject of a voluntary petition in
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bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors; or (ii) the other party
becomes the subject of an involuntary petition in bankruptcy or any involuntary
proceeding
relating to insolvency, receivership, liquidation or composition for the benefit of
creditors and if such involuntary petition or proceeding is not dismissed within sixty
(60) days after filing, provided in each case that Customer shall have such right to
terminate this Agreement only if as a result of such petition or proceeding the
Sentinel Bedford Data Center is no longer able to operate in a manner sufficient to
allow Customer to receive the Services or to use the Space for the
Permitted Use.c)
    
    Upon termination of this Agreement with respect to any particular Space, the
License
and all other rights of Customer with respect to such Space, and the right to receive
Services associated with such Space, shall terminate, and Customer agrees to remove
the Equipment and any other property belonging to Customer prior to the effective
time of such termination. If Customer fails to so remove the Equipment and all such
other property Sentinel shall be entitled to pursue all available legal remedies
against
Customer, including, without limitation, immediately removing the Equipment and
all such other property from the Space and storing it at Customers expense at an off-
site location. At Sentinels option, Sentinel may sell the Equipment and other
property to cover storage and other expenses if Customer fails to retrieve the
Equipment and other property and pay all accrued storage and other expenses within
thirty (30) days after receiving written notice from Sentinel of the intention of
Sentinel to effect such sale.d)
    
    Should the Space or the Sentinel Bedford Data Center be substantially damaged
by
fire or other casualty, then Customer or Sentinel may elect to terminate this
Agreement, provided that Customer shall not have such right to terminate if Sentinel
gives notice of its intention to restore within forty-five (45) days following such
fire or casualty and substantially restores the Space to a condition suitable for the
Permitted Use within six (6) months after the date of such notice of intent to
restore. Customer shall have no obligation to pay any Recurring Charges on a
proportionate basis, for any period during which the Space or any portions thereof is
not usable by Customer on account of such fire or other casualty.
 7)
    
    Price and Payment Terms.
 a)
    
    Customer shall pay Sentinel recurring monthly charges (hereinafter Recurring
Charges), and other charges and deposits set forth in each Order, in accordance
with Section (b) immediately below. Customers obligation to pay Recurring
Charges shall commence for any Sales Order as set forth therein. Customer shall also
pay Sentinels then current charges for any site preparation or other work undertaken
by Sentinel pursuant to an Order or otherwise at Customers request (Installation
Charges).b)
    
    Customer shall pay to Sentinel all Recurring Charges without notice or
demand, in
lawful money of the United States, in monthly installments in advance on the first
(1st) day of each calendar month during the applicable term. With respect to all other
charges, Customer invoices will be sent by Sentinel monthly and
payment shall be
due within twenty (20) days of Customers receipt of each invoice. Without
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intending to derogate from any other remedies available to Sentinel, undisputed
amounts past due will incur a finance charge at the rate of 1% per month, or the
maximum monthly interest rate permitted by law, whichever is lower, applied to the
amount past due. All payments will be made in U.S. dollars.c)
    
    Customer shall pay directly all taxes, governmental fees, and third-party
charges related to the ownership and operation of the Equipment and the activities of
Customer at the Sentinel Bedford Data Center, and shall be responsible for the
payment, through Sentinel if such be the applicable party, of all taxes and other such
charges upon the Recurring Charges and any other charge hereunder. Notwithstanding
anything to the contrary in the foregoing, however. Sentinel agrees that Sentinel
shall be responsible for all property and use taxes applicable to the Space and all
income taxes relating to amounts paid to Sentinel hereunder.
 8)
    
    Time and Materials Services.
 2, 7
 9)
    
    Representations, Warranties and Limitation of Liability.
 a)
    
    Except as expressly otherwise provided in this Agreement or in an Order,
Sentinel
provides the Space, the Sentinel Bedford Data Center, and the Services strictly on an
as is, as available basis, and Customers use of Data Center Services is at
Customers own risk. Except as expressly provided herein, Sentinel does not make,
and hereby expressly disclaims, any and all warranties, expressed or implied,
including but not limited to any warranty of merchantability or fitness for a
particular
purpose.b)
    
    Notwithstanding anything to the contrary contained in this Agreement, neither
party
shall be responsible or liable under or with respect to this Agreement, under any
contract, tort, strict liability or other theory, from any cause, (a) for error or
interruption of use or for loss or inaccuracy or corruption of data or cost of
procurement of services or technology or for relocation expenses or
loss of business:
(b) for any indirect, exemplary, incidental, special, consequential or other such
damages, including, but not limited to, loss of profits: or (c) for any force majeure
event, as provided in Section 13d hereof. In all events Sentinels total liability for
damages to customer for any cause whatsoever, regardless of the form of action, and
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whether in contract, tort, strict liability or other theory, from any cause,
for any
period in which the space is unavailable or cannot be used or any period during which
services have not been furnished shall be limited to the Recurring Charges
attributable to such monthly period. The provisions of this section 9(b) shall not be
deemed to limit either partys liability for breach of Section 10 or 11 of this
Agreement.c)
    
    Each party represents and warrants to the other that
(a) it has obtained all
necessary
consents, licenses, leases, permits, and other approvals, both governmental and
private, as may be necessary to permit it to perform its obligations under this
Agreement; and (b) it has the full right and authority to enter into, execute, deliver
and perform its obligations under this Agreement.d)
    
    Each representative and each other person visiting the Sentinel Bedford Data
Center
does so at his/her own risk, and Sentinel assumes no liability whatsoever for any
harm to such persons resulting from any cause resulting in personal injury to such
persons or damage to any property of such persons during such a visit, except to the
extent arising out of the gross negligence or willful misconduct of Sentinel or its
agents, employees or contractors.e)
    
    Notwithstanding anything to the contrary in this Agreement, each partys maximum
aggregate liability to the other party for monetary damages related to or in
connection
with this Agreement shall be limited to the amount of the Recurring Charges paid or
payable by Customer to Sentinel hereunder for the then-prior six (6) months,
provided that during the first eighteen (18) months of the term of this Agreement
such limit shall be the greater of such prior six months Recurring Charges or Four
Hundred Thousand Dollars ($400,000.00), and provided that in all events such
limitation shall not apply to Customers obligations to pay Sentinel Recurring
Charges and all other charges under this Agreement. Each partys only other remedies
shall be as specifically provided in this Agreement, except that for damages arising
from the gross negligence or willful misconduct of a party, such partys maximum
aggregate liability to the other party for monetary damages arising from such gross
negligence or willful misconduct shall be the amounts of insurance payable by the
insurance carrier(s) on behalf of such party for such damages, provided that such
party shall have been carrying at least the insurance required to be maintained
pursuant to Section 4(a) or 4(b) above, as applicable.
 10)
    
    Confidential Information.
 a)
    
    Definition. As used in this Agreement, the term Confidential Information
with respect to Customer shall mean any and all non-public information in any form
that is proprietary or confidential to Customer or Customers clients, and for which
such
non-public and proprietary or confidential status has been communicated to Sentinel
in writing or which, under the circumstances taken as a whole, would reasonably be
deemed to be confidential, including without limitation all information regarding the
Equipment and all information stored in or transmitted through the
Equipment. As used
in this Agreement, the term Confidential Information with respect to Sentinel shall
mean, collectively any non-public: (a) business or technical information, including
but not limited to information relating to product plans, designs, costs.
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product prices and names, finances, marketing plans, business
opportunities, personnel, research, development and know-how; (b) any information designated and marked in writing by
Sentinel as confidential or proprietary or which, under the circumstances taken as a
whole, would reasonably be deemed to be confidential; and (c) the terms and conditions of this
Agreement.b)
    
    General.Each party shall treat as confidential all Confidential Information of the other
party, and shall not use such Confidential Information except as expressly authorized herein
or otherwise authorized in writing by the other party. Each party shall implement
reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal
of the other partys Confidential Information, and shall not disclose such Confidential
Information to any third party except as may be necessary or required in connection with the
rights or obligations of such party under this Agreement, and subject to confidentiality
obligations at least as protective as those set forth herein. Without limiting the foregoing,
each of the parties shall use at least the same procedures and degree of care which it uses
to prevent the disclosure of its own confidential information of like importance to prevent
the disclosure of Confidential Information disclosed to it by the other party under this
Agreement, but in no event less than reasonable care.c)
    
    Exceptions.Notwithstanding the above, Confidential Information shall not
include information which: (i) was generally known and available in the public domain at the
time it was disclosed, or becomes generally known and available in the public domain
thereafter through no fault of the receiver: (ii) was known to the receiver at the time of
disclosure; (iii) is disclosed with the prior written approval of the discloser; (iv) was
independently developed by the receiver without any use of or reference to the Confidential
Information; (v) becomes known to the receiver from a source other than the discloser without
breach of this Agreement by the receiver and otherwise not in violation of the disclosers
rights; or (vi) as to the existence and terms of this Agreement, is disclosed to a party
proposing to carry out a significant corporate transaction with the disclosing party (such as a
merger, acquisition or major financing) if disclosed under an agreement requiring generally
that the party receiving such information maintain its confidentiality. Notwithstanding the
foregoing, the receiving party may disclose Confidential Information, to the minimum extent
necessary, if such disclosure is: (i) required to be made pursuant to law or regulation,
government authority, duly authorized subpoena or court order, whereupon the receiving party
shall provide prompt notice to the disclosing party and give such party an opportunity to
respond prior to such disclosure and seek a protective order or other appropriate remedy, or
(ii) is approved by the express prior written consent of the
disclosing party.d)
    
    Remedies.If either party breaches any of its obligations with respect to
confidentiality and/or unauthorized use of Confidential Information hereunder, the
other party shall be entitled to seek equitable relief to protect its
interest therein,
including but not limited to injunctive relief.
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11) Customer Privacy Provisions.
 a)
    
    Customer Information.As between Customer and Sentinel, Customer Information
(as defined below) is and at all times shall remain the sole and exclusive property of
Customer. As used herein, the term Customer Information means all data and
information pertaining to or identifiable to a customer of Customer, prospect or user
of a Customer Service (as defined below), including, without
limitation: (i) name,
address, e-mail address, telephone number, password, personal
financial information, personal preferences, demographic data, marketing data, data about securities
transactions, credit data or any other identification data; (ii) any information that
reflects any such Customers customers, prospects or users interactions with a
Customer Service, including without limitation information concerning computer search
paths, any profiles created or general usage data; and (iii) any data otherwise
submitted by Customer or any such customers of Customer or prospects or users in the
process of registering for or using a Customer Service. As used herein, the term
Customer Service means any service, including without limitation any financial or
brokerage service, that Customer makes available to its customers, prospects and/or
users through Web sites, desktops, e-mail, wireless devices, or from any other
communications channel or other medium developed, owned, licensed,
operated, hosted, or otherwise controlled by or on behalf of Customer or any Customer Affiliate.b)
    
    Use of Customer Information.Without limiting any other warranty or
obligation of Sentinel under this Agreement, and in particular (and without
limitation) the confidentiality provisions of Section 10 of this Agreement, during
the term of this Agreement and thereafter Sentinel shall not access, gather, store,
or use any Customer Information in any manner, and shall not disclose, distribute,
sell, share, rent or otherwise transfer any Customer Information to any third party
except as expressly provided in this Agreement or as Sentinel may be expressly
directed. Sentinel agrees that Sentinel will use Customer Information only in
compliance with: (i) this Agreement; (ii) Customers privacy policies, if made
available to Sentinel: and (iii) all applicable laws, policies and regulations
(including, but not limited to, applicable laws, policies and regulations related to
spamming, privacy, and consumer protection). The parties acknowledge that it is not
anticipated that Customer will authorize Sentinel to access Customer Information.c)
    
    Retention of Customer Information.In the event Sentinel obtains Customer
Information, Sentinel shall not retain any Customer Information for any period longer
than necessary for Sentinel to fulfill its obligations under this Agreement. As soon
as Sentinel no longer needs to retain such Customer Information in order to perform
its
duties under this Agreement, Sentinel will promptly return or (if so instructed by
Customer in writing) destroy all originals and copies of such Customer Information.
 12) [lntentionally Deleted].
 13) Miscellaneous.
 a)
    
    Customer may not assign, delegate or otherwise transfer its interest in
this Agreement or any of its rights or obligations relating to this Agreement or to
the Space or
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otherwise, in whole or in part, except that Customer may assign this Agreement
without consent (but with notice to Sentinel promptly after or contemporaneous with such
assignment) (i) to an Affiliate or (ii) in connection with
a merger, consolidation, reorganization or sale of all or substantially all of its assets, provided in each instance
that the assignee, immediately after such transaction (and taking into account assets and
liabilities acquired through such transaction) shall have financial resources, in terms of net
worth and working capital, at least equal to that of Customer as of the date of such
assignment or as of the MSA Effective Date, whatever shall be greater.b)
    
    Sentinel acknowledges any Affiliate of Customer may place Sales Orders with Sentinel which
incorporate the terms and conditions of this Agreement and that references to Customer
herein shall be deemed to refer to an Affiliate when an Affiliate places a Sales Order with
Sentinel incorporating the terms and conditions of this Agreement. Any such Affiliate of
Customer shall be responsible for its obligations under this Agreement, including, but not
limited to, all charges incurred in connection with such Sales Order, jointly and severally
with Customer (subject in all events to Sentinels discretion with respect to the terms of
any such Sales Order, including, without limitation, Sentinels satisfaction with the
creditworthiness of any such Affiliate).c)
    
    All notices, consents, or approvals required by this Agreement shall be (i) in writing sent
by certified or registered mail, postage prepaid, return receipt requested or delivered via
nationally recognized overnight delivery service which obtains a receipt or by facsimile or
electronic mail (confirmed by such certified or registered mail) to the parties at the
addresses set forth at the end of this Agreement or such other addresses as may be designated
in writing by the respective parties or (ii) in any other manner mutually agreed upon by
the parties. Notices shall be deemed effective on the date of mailing.d)
    
    Neither party shall be responsible for any failure to perform its obligations under this
Agreement (other than the obligation to pay money) if such failure is caused by acts of God,
war, labor strife, fire, flood, earthquake or any other events beyond the reasonable control
of such party.e)
    
    This Agreement shall be governed in all respects by the internal laws of the Commonwealth of
Massachusetts (as if made and entered into between Massachusetts residents and fully executed
within Massachusetts) without regard to its conflict of laws provisions.f)
    
    If any provision of this Agreement shall be held by a court of competent jurisdiction to be
illegal, invalid or unenforceable, such provision shall be limited or eliminated to the
minimum extent necessary so that this Agreement shall otherwise remain in full force and
effect and enforceable.g)
    
    This Agreement supersedes all proposals, oral or written, all
negotiations, conversations,
or discussions between or among the parties relating to the subject matter of this Agreement
and all past dealing or industry custom. This Agreement may not be modified orally. No waiver
by Sentinel of any breach of any provision of
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this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the
same or any other provisions hereof, and no such waiver shall be effective unless made in
writing and signed by an authorized representative of the waiving
party and clearly understood by the waiving party to be such a waiver.h)
    
    In any action or proceeding to enforce rights under this Agreement, the prevailing party
shall be entitled to recover costs and attorneys fees.i)
    
    Headings and captions are for convenience only and are not to be used in the interpretation
of this Agreement.j)
    
    Each party recognizes and agrees that the warranty disclaimers and liability and remedy
limitations in this Agreement are material, bargained-for bases of this Agreement and that
they have been taken into account and reflected in determining the consideration to be given
by each party under this Agreement and in the decision by each party to enter into this
Agreement.k)
    
    Sentinel and Customer are independent contractors and not partners, joint venturers or
otherwise affiliated and neither has any right or authority to bind the other in any way.
Neither party shall make any representations to the contrary to any
third party. Except to
the extent expressly provided to the contrary, the following provisions shall
survive the termination of this Agreement: all provisions which by their terms or context
would require or call for performance or liability following
termination or
expiration of this Agreement.l)
    
    The order of precedence for this Agreement shall be the Sales Order (unless the Sales Order
or this Agreement expressly states otherwise), the Online Order, the
MSA, the SLA, and lastly, the rules, regulations and procedures set forth in the
Occupant Handbook. The SLA, MSA, and Sales Order shall always
supersede the rules, regulations and procedures set forth
in the Occupant Handbook in the event of a conflict.m)
    
    Sentinel shall provide access to the inter-exchange carriers for the installation of
additional telecom capacity when needed, so long as such access is consistent with the
Sentinel rules, regulations and procedures as set forth in the
Occupant Handbook.n)
    
    Sentinel shall control access to the Space and provide a process to authorize entry as set
forth in the Occupant Handbook.o)
    
    This Agreement, and Customers rights hereunder, shall be subject and subordinate in all
respects to all mortgages, deeds of trust or other such instruments and matters, and ground
leases which may hereafter be placed on or affect this Agreement, the Sentinel Bedford Data
Center, or Sentinels interest or estate therein, and to each advance made or hereafter to be
made under any such mortgages or the like, and to all renewals, modifications,
consolidations, replacements and extensions thereof and all substitutions therefor, provided
that, with respect to any such mortgage, deed of trust or other such instrument or ground
lease entered into after this Agreement the holder thereof enters into a commercially
reasonable subordination, non-disturbance and attornment agreement with Customer. Customer
agrees that it will execute,
 12




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acknowledge and deliver any and all instruments deemed by Sentinel necessary or desirable to
give effect to or notice of such subordination and attornment, provided that any such
instrument shall contain non-disturbance and attornment agreement
provisions in favor of Customer.p)
    
    Customer agrees to look solely to the interest of Sentinel in the Property and the income
and other proceeds from the Property, including, without limitation, the insurance set forth
in Section 4c hereof, for recovery of any judgment and for enforcement of Sentinels
obligations under this Agreement, it being specifically agreed that Sentinel shall not under any circumstances be personally liable for any such
judgment. In addition, upon any sale or other transfer of the Property or the Sentinel Bedford
Data Center, or Sentinels interest in either. Sentinel shall be deemed released from all
liability and obligations under this Agreement arising or accruing on or after the effective
date of any such sale or other transfer. Customer agreeing to look solely to the transferee
with respect thereto, so long as the transferee shall have assumed in writing all of
Sentinels liabilities and obligations under this Agreement thereafter arising.q)
    
    Within ten (10) business days after each request by
either party hereto, the other party
shall deliver to the requesting party and/or to any mortgagee a certificate stating that
Customer has commenced use of the Space in accordance with the provisions of this Agreement,
and that this Agreement is in full force and effect (or if there shall have been
modifications, that the same is in full force and effect as modified and stating the
modifications), and stating the dates to which the Recurring Charges and other charges have
been paid and stating whether or not the requesting party is in default in performance of any
covenants, agreements or conditions contained in this Agreement, and if so, specifying each
such default of which the requesting party may have knowledge, and any other information
reasonably requested.r)
    
    Except as required for the Permitted Use, and then only in strict compliance with all
applicable laws, ordinances, rules and regulations, Customer shall not generate, store,
release, transport, dispose of or otherwise handle any substance, waste or material deemed
hazardous, toxic or a contaminant under any federal, state or local statute, law, ordinance,
rule or regulation, order or decision (hereinafter, a Hazardous Substance). Without
intending to limit the generality of the indemnification of Sentinel by Customer elsewhere
contained in this Agreement. Customer shall defend, indemnify and hold harmless Sentinel and
any mortgagees of Sentinel from and against any and all liability, loss, cost or expense,
including, without limitation, attorneys fees, consultants fees and clean-up costs, in any
way relating to or arising from the presence, release or threat of release of any Hazardous
Substance on or about the Space or the generation, storage, release, transportation, disposal
or handling of any Hazardous Substance by Customer, its employees, invitees, contractors or
agents or anyone else from whom Customer might be responsible.
  13




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Customer to complete
   Submitted By:
    
    /s/ Steven R. Wasserman

     (Authorized Signature)Print Name:
    
    STEVEN R. WASSERMANTitle:
    
    Authorized SignatoryAddress for notices:
    
    1601 Trapelo Road, Suite 329Waltham, MA 02451Attn: General CounselPhone: 781-472-8100
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Sentinel
to Complete:
  Submitted By:
    
    /s/ Todd M. Aaron(Authorized Signature)Print Name:
    
    Todd AaronTitle:
    
    Co. PresidentAddress for notices:
    
    Sentinel Properties  Bedford, LLCc/o Resolution Capital, LLC1270 Avenue of the Americas, Ste. 204New York, NY 10020Attn: Todd M. Aaron
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Attachment 1
 Initial Sales Order
 MSA Customer Sentinel , Sales Order Effective Date th License Term
 1.
    
    Suite A Space and Suite B Space.
Pursuant to this Sales
Order, Customer shall have (a) commencing on the Sales Order Effective Date, the use of a
demised premises of six hundred (600) square feet of floor area as shown on
Exhibit 1 to Attachment 1 hereto (the Suite A Space), and (b)
commencing on the first (1st) anniversary of the Sales Order
Effective Date (the First Anniversary), the additional use of premises containing one
thousand eight hundred (1,800) square feet of floor area as shown on Exhibit
2 to Attachment 1 hereto (the Suite B Space,and together with the Suite A
Space, the Space), provided that, prior to the First Anniversary (but not on or
thereafter), Sentinel shall have the right to relocate such Suite B Space to any other
location of equivalent space within the Sentinel Bedford Data Center, all such use being
subject to the terms and conditions of the MSA (including the Occupant Handbook), provided
further, however, that if space consisting of contiguous two thousand four hundred of
floor area (2,400) square feet (the Alternative Space) shall be available, at Sentinels
sole discretion, at the Sentinel Bedford Data Center as of the First
Anniversary. Customer
shall have the option, after having notified Sentinel of Customers interest in so
consolidating Customers space by having given notice to Sentinel no later than five (5)
months prior to the First Anniversary, of using such Alternative Space in lieu of the
Suite A Space and the Suite B Space, in which event the Alternative Space shall become the
Space for all purposes under the MSA and this Sales Order. Customer shall be
responsible for all costs and expenses, of whatever nature, associated with such
consolidation and relocation to the Alternative Space, so long as Customer has been
notified of such costs and expenses in advance. As used in this Paragraph 1, the term
available shall mean that Sentinel has neither licensed nor otherwise arranged for the
use of nor entered negotiations to license or otherwise use the Alternative Space to a
person or entity not affiliated with Customer or Sentinel, and Sentinel does not have any
other use of such space imminently planned.
 2.
    
    Recurring Charges. Recurring Charges for the Initial Space shall
be as follows:
 a.
    
    For the first (1st) year of the License Term. Seventeen
Thousand One Hundred and No/100 Dollars ($17,100.00) per month and a pro rata
portion thereof for any partial month;
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b.
    
    For the second (2nd) year of the License Term, Seventy
Thousand One Hundred Ten and 00/100 Dollars ($70,110.00) per month and a pro rata portion thereof for any partial
month;c.
    
    For the third (3rd) year of the License Term, Seventy
One Thousand Eight Hundred Sixty Two and 75/100 Dollars ($71,862.75) per month and a pro rata portion thereof for any
partial month;d.
    
    For the fourth (4th) year of the License Term, Seventy
Three Thousand Six Hundred Fifty Nine and 32/100 Dollars (73,659.32) per month and a pro rata portion thereof for any
partial month; ande.
    
    For the fifth (5th) year of the License Term, Seventy
Five Thousand Five Hundred and
80/100 ($75,500.80) per month and a pro rata portion thereof for any partial month.
 3.
    
    Power Circuit Costs. Power circuit pricing shall be as set forth
in Exhibit 3 to Attachment 1
attached hereto (collectively, Power Circuit Cost). To the extent that the utility rates
charged
to Sentinel by a third party increase on a year-over-year basis, Sentinel shall have the right
to
increase Power Circuit Costs on an annual basis in an amount equal to the percentage increase
in
such utility rates. In the event that Sentinel so increases Power Circuit Costs, Sentinel
shall promptly upon request provide Customer with documentation supporting Sentinels calculations
for such rate increases.4.
    
    Supporting Infrastructure.
 a.
    
    UPS Conditioned Electricity. Sentinel shall provide UPS conditioned
electrical power to the
Space on a continual basis. Such power shall be supported at all times by on-site backup
generation and all generation and UPS equipment shall be configured with at least N+l
redundancy.b.
    
    Unconditioned Power. Sentinel shall provide unconditioned electrical
power to the Space on
a continual basis with a capacity sufficient to support the HVAC equipment necessary to cool
Customers loads and all of Customers reasonable lighting and receptacle requirements
within the Space.c.
    
    Miscellaneous Infrastructure. Sentinel shall provide the following
elements to the Space:
 1.
    
    Cooling via Liebert on-floor air-handling units supported by the Buildings
2,625 ton
chilled water plant;2.
    
    Interlocking pre-action fire suppression throughout the Space;3.
    
    Dedicated key-card module regulating access to the Space;4.
    
    Copper grounding mat underneath the entire Space; and5.
    
    Dedicated fiber conduit to the Space via two diverse meet-me rooms and
dedicated
hard conduit connecting the Suite A Space and the Suite B Space.
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d.
    
    Elevators; Access. Customer shall have access to passenger and freight
elevator service to
the Space on Business Days from 7:00 A.M. to 7:00 P.M., and shall have one passenger
elevator and one freight elevator serving the Space available at all other times.
Sentinel shall have the right to change the operation or manner of operation of any of
the elevators in the Building and/or to discontinue, temporarily or permanently, the
use of any one or more cars in any of the passenger, freight or truck elevator banks as
long as Customer continues to have reasonable access to the Space for passengers and
freight via elevator at all times required hereunder. Subject to the foregoing,
Sentinel agrees that Customer shall have access to the Space twenty-four (24) hours per
day, seven (7) days per week, subject to the Occupant Handbook.e.
    
    HVAC. Sentinel shall provide heating, ventilation and
air-conditioning (HVAC) for
Customer by way of the Buildings central chilled water plant in an amount as required
to support heat loads associated with anticipated Customer UPS loads at temperatures and
humidity levels consistent with ASHRAE guidelines for data center operating
environmental conditions. All chiller, cooling tower and critical pumping infrastructure
shall be configured with at least N+1 redundancy. Sentinel shall install computer room
air-conditioning (CRAC) units in Customers space providing N+l redundancy. Sentinel
shall have no obligation to provide additional HVAC capacity for the Space beyond that
amount set forth above.f.
    
    Security. Sentinel shall provide security service at the Building
which shall include the
following: (i) closed-caption television cameras at all critical common areas with all
footage recorded and archived for a minimum of thirty (30) days; (ii) key-card or
biometric readers at all external entry points and all Customer-accessible internal
doorways with all access events recorded and archived for a minimum of thirty (30) days;
(iii) qualified security guard coverage at the Building 24x7x365 and routine
interior/exterior patrols of the Buildings and Space; and (iv) standard operating
procedures with respect to access control consistent with operation as a Mission
Critical Data Center as set forth from time to time in the Occupant Handbook. The
foregoing are the security services that Sentinel shall maintain on the Sales Order
Effective Date; however, Sentinel shall have the right to upgrade or replace any such
services with alternative services or alternative technologies providing substantially
the same protection from time to time during the term of the MSA and Sentinel may
eliminate any such services if they are no longer reasonably necessary as a result of
such alternative services or technologies.g.
    
    Janitorial. Sentinel shall provide Building standard
janitorial and rubbish/refuse removal
service to the Property on business days.h.
    
    Certain Equipment. Sentinel shall be responsible for the
management, maintenance, monitoring and repair of the power plant, all generators,
power distribution units, UPS, batteries, switch gear, chillers, coolers, CRAC units
and all associated plumbing, piping and electrical upstream of and including the PDUs
and CRACs at the Property. Sentinel shall, upon the reasonable request of Customer,
provide evidence that the foregoing are being properly maintained.
  18




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5.
    
    Restriction on Power Usage. Customer agrees that the usage of electrical
power in the Space
shall (A) not materially, adversely affect the quality of the electrical power in the Building
(for
example, through the creation of harmonics, backflow, backfeed or similar conditions) in a
manner that would materially, adversely affect any other Customer or
occupant of the Building:
and (B) be in compliance with IEEE Standard 519. Upon written notice from Sentinel. Customer
will promptly cease any UPS electrical usage in the Space that gives rise to any such
condition,
unless such condition results from the gross negligence or willful misconduct of Sentinel or
any
of its agents.6.
    
    All Sentinel Bedford Data Center security video data recorded by Sentinel will be recorded
digitally and archived for not less than thirty (30) days in the case of video recordings
triggered
by alarms. Customer will have the ability to access this data as requested. Sentinel will
provide
playback, monitoring, and reviewing support to Customer of video data that pertains to Customer
as a time and material request subject to time and material pricing.7.
    
    Customer may visit the Sentinel Bedford Data Center to observe Sentinels maintenance and
testing procedures that relate to the Space, provided that (a) Customer provides Sentinel with
at
least two (2) business days notice prior to such visit, (b) such audit does not adversely
affect
other customers of Sentinel or Sentinels operation of the Sentinel Bedford Data Center, (c)
Customer complies with Sentinels Occupant Handbook, and (d) such visit does not occur more
frequently one time in any twelve consecutive month period.8.
    
    Sentinel shall, at Sentinels sole cost, provide Services delivered in the Space pursuant to the
Service Level Agreement set forth in Attachment 2 to the MSA.9.
    
    Customer may install security devices in the Space subject to Sentinels approval, which
approval
shall not be unreasonably withheld, and provided that Sentinel has access to the Space in the
event of an emergency.
 19




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Exhibit 1 to Attachment 1
  20




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##### 



Exhibit 2 to Attachment 1
  21




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##### 



Exhibit 3 to Attachment 1
Power Circuit Pricing
 Circuit Type
    
    Monthly Recurring Cost20A/120V
    
    $
    27530A/120V
    
    $
    40030A/208V
    
    $
    71520A/208V
    
    $
    475
 Circuit Installation Costs
  22




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##### 



Attachment 2
 Service Level Agreement
 SLA License Customer Sentinel
 1. Power
 Loaded Cabinet Power Outage Cabinet Charges
 2. Cooling and Humidity
  SLA Measurement and Credit:
  23




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##### 



Temperature
 Temperature Irregularity
 Humidity
 Humidity Irregularity
 3. Credits
       4. Notification
  24




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##### 



5. Major Outages
   25




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##### 



Attachment 3
 Description of Time and Material Services
  i.
    
    Customer must provide Sentinel a continually updated list of persons authorized to
place Orders.ii.
    
    Such services shall be available 24x7x365.iii.
    
    Customer must provide detailed and complete instructions for each task.
 Time and Materials Services and Pricing.
  by
 
    
    Power cycling a router, server, switch / Soft-booting a
server
    
    Moving or securing a cable
    
    Toggling a switch; pushing buttons
    
    Adding, removing, or verifying a demarcation label
    
    Putting up or taking down a loop on a carrier circuit to assist in remote testing
    
    Relaying status of equipment LEDs
    
    Typing commands on a console
    
    Signal testing a circuit with diagnostic equipment
    
    Taking an inventory of equipment; taking digital pictures of equipment
    
    Labeling equipment and cable connections
    
    Installing, replacing or removing equipment components (e.g. a router/switch card,
disk drive, memory, etc.) that are hot-swappable and modular  no tools required
    
    Changing of pre-labeled, pre-ejected removable media (tapes, CDs)
    
    Replace or verify cable integrity of an installed
cross-connect
    
    Installation and de-installation of server cabinets
    
    Installation and de-installation of servers within cabinets
    
    Warranty Vendor Escort
  26




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##### 



FIRST AMENDMENT TO MASTER SERVICES AGREEMENT
 Amendment th (Sentinel), Customer
 Agreement
   1.
    
    In lieu of Customers having use of the Suite B Space on the First Anniversary,
as set forth in Paragraph 1 of Attachment 1 to the Agreement, Sentinel shall deliver
and Customer shall have use of the Suite B Space on February 1, 2008. Paragraph 1 of
Attachment 1 to the Agreement is hereby deemed amended in accordance herewith.2.
    
    Sentinel shall no longer have the right to relocate the Suite B Space as
previously set forth in Paragraph 1 of Attachment 1 to the Agreement, and said
Paragraph 1 is hereby deemed amended in accordance herewith.3.
    
    Commencing on January 1, 2009 (the Suite C Space Commencement Date). Customer
shall have the use of additional premises containing approximately two thousand (2,000)
square feet of floor area as shown on Exhibit A hereto (the Suite C Space).
The definition of the Space in Paragraph 1 of Attachment 1 to the Agreement is hereby
deemed amended in accordance herewith (and wherever Space is referred to in the
Agreement such reference shall from and after the Suite C Space Commencement Date be
deemed to include the Suite C Space).4.
    
    The License Term of the Agreement is hereby amended such that the term shall
expire five (5) years after the Suite C Space Commencement Date, i.e., December
31, 2013, unless sooner terminated as otherwise provided in the Agreement; provided,
however, that all of Customers rights with respect to the Suite A Space and the
Suite B Space, including, without limitation, the right to use the Suite A Space and
the Suite B Space, shall terminate one day prior to the fifth anniversary of the
Sales Order Effective Date. The initial paragraph of Attachment 1 to the Agreement
is hereby deemed amended in accordance herewith.




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5.
    
    Recurring Charges for the Space shall be as follows:
 a.
    
    Commencing on the Sales Order Effective Date and ending January 31, 2008.
Seventeen Thousand One Hundred and No/100 Dollars ($17,100.00) per
month, plus a pro rata portion thereof for any partial month;b.
    
    Commencing on February 1, 2008, and ending one day prior to the first
anniversary of the Sales Order Effective Date, Sixty-Eight Thousand Four Hundred and
No/100 Dollars ($68,400.00) per month and a pro rata portion thereof for any partial month;c.
    
    Commencing on the first anniversary of the Sales Order Effective Date and
ending December 31, 2008. Seventy Thousand One Hundred Ten and No/100 Dollars
($70,110.00) per month, plus a pro rata portion thereof for any partial month;d.
    
    Commencing on January 1, 2009, and ending one day prior to the second
anniversary of the Sales Order Effective Date. One Hundred Twenty-Eight Thousand Five
Hundred Thirty-Five and No/100 Dollars ($128,535.00) per month, plus a pro rata portion
thereof for any partial month;e.
    
    Commencing on the second anniversary of the Sales Order Effective Date and
ending one day prior to the third anniversary of the Sales Order Effective Date, One
Hundred Thirty-One Thousand Seven Hundred Forty-Eight and No/100 Dollars ($131,748.00)
per month, plus a pro rata portion thereof for any partial month;f.
    
    Commencing on the third anniversary of the Sales Order Effective Date and
ending one day prior to the fourth anniversary of the Sales Order Effective Date, One
Hundred Thirty-Five Thousand Forty-Two and No/100 Dollars ($135,042.00) per month, plus
a pro rata portion thereof for any partial month;g.
    
    Commencing on the fourth anniversary of the Sales Order Effective Date and
ending one day prior to the fifth anniversary of the Sales Order Effective Date, One
Hundred Thirty-Eight Thousand Four Hundred Eighteen and No/100 Dollars ($138,418.00) per
month, plus a pro rata portion thereof for any partial month;h.
    
    Commencing on the fifth anniversary of the Sales Order Effective Date and
ending one day prior to the sixth anniversary of the Sales Order Effective Date,
Sixty-Four Thousand Four Hundred Ninety and No/100 Dollars ($64,490.00) per month, plus
a pro rata portion thereof for any partial month;i.
    
    Commencing on the sixth anniversary of the Sales Order Effective Date and
ending December 31, 2013, Sixty-Six Thousand One Hundred Three and No/100 Dollars
($66,103.00) per month, plus a pro rata portion thereof for any partial month.
 2




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Paragraph 2 of Attachment 1 to the Agreement is hereby deemed amended in accordance
herewith.
   [Signature Page Follows]
 3




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##### 



[Signature Page to First Amendment to Master Services Agreement]
  SENTINEL:
    
    CUSTOMER:SENTINEL PROPERTIESBEDFORD, LLC
    
    CONSTANT CONTACT, INC.By:
    
    /s/ Todd Aaron
    
    By:
    
    /s/ Gail F. GoodmanName: Todd Aaron
    
    
    
    Name: Gail F. GoodmanTitle: Co-President
    
    
    
    Title: CEO
 4




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EXHIBIT A
 [ Intentionally Omitted ]
 5