LEASE AMENDMENT AND EXTENSION AGREEMENT







This Lease Amendment and Extension Agreement  (Agreement)  is made and entered into on the 31st day of August,  2003  by and
between SCRIPT SOLUTIONS, INC.  a Delaware Corporation, successor in interest to Pro-Mark Holdings Inc. a Delaware Corporation,
(the  "Tenant"), and  MUTUAL PROPERTIES STONEDALE LLC ,  successor in interest to Mutual Properties Stonedale L.P. hereinafter
referred to as  "Landlord",



          
WHEREAS:  
a certain lease was entered into by and between Landlord and Tenant dated
December 23, 1997 , as amended by that certain Lease Amendment and Extension Agreement dated         March  27, 1998 (the Lease)
covering premises at 1935 Kingstown Road, Peacedale, R. I., capitalized terms used in this Agreement are defined herein or in the
Lease; and



          
WHEREAS:  Landlord and Tenant now desire to further amend the Lease by extending  the Term and changing the Expiration Date and
otherwise amending the Lease.



          
NOW  THEREFORE,  in  consideration  of the premises and mutual  covenants  herein set forth and for other good and valuable
consideration,  Landlord  and  Tenant  hereby  agree to amend the Lease for those  certain  premises  located  at  Stonedale  Office
Building, 1935 Kingstown Road, Peacedale,  Rhode Island as follows:



          
1.  TERM:  The term of this Lease (the Term) with respect to the Premises shall be extended for a period of  One (1) Year  from
October 1, 2004  through  September 30, 2005  (the " Extended Term"). The Initial Term and the Extended Term are herein
collectively referred to as the Term.



          
2.  PREMISES:  Exhibit A and the definition of Premises as used in Article I  shall be defined as follows:



               
          
For the period from September 1, 2003 through October 31, 2003, the Premises shall include Suite 101 containing 2,691 rentable
square feet, Suite 104 containing 1,505 rentable square feet, Suites 201 and 203 containing a total of 6,442 rentable square feet,
Suite 110 containing 602 rentable square feet, Suite 301 containing 1,834 rentable square feet, Suite 302 containing 1,869
rentable square feet, and Suite 303 containing 2,707 rentable square feet for a total of  17,650 rentable square feet.  Tenant's
Pro-Rata Share shall be 94%.



               
          
For the period from November 1, 2003 through November 30, 2003, the Premises shall include Suites 201 and 203 containing a total
of 6,442 rentable square feet, Suite 110 containing 602 rentable square feet, Suite 301 containing 1,834 rentable square feet,
Suite 302 containing 1,869 rentable square feet, and Suite 303 containing 2,707 rentable square feet for a total of  13,454
rentable square feet.  Tenant's Pro-Rata Share shall be 72%.



               
          
For the period from December 1, 2003  through September 30, 2005, the Premises shall include Suite 110 containing 602 rentable
square feet, Suite 301 containing 1,834 rentable square feet, Suite 302 containing 1,869 rentable square feet, and Suite 303
containing 2,707 rentable square feet for a total of  7,012  rentable square feet.  Tenant's Pro-Rata Share shall be 38%.














	

          
3.  RENT:  The Base Rent payable during the  Term shall be as follows:








	a.	  	
From  September 1, 2003  through and including October 31, 2003,  the  Base Rent shall payable in equal monthly installments of
$22,800.00.


	 
	b.	  	
From  November 1, 2003  through and including November 30, 2003,  the  Base Rent shall payable in equal monthly installments of
$17,379.00.


	 
	c.	  	
From  December 1, 2003  through and including September 30, 2005,  the annual Base Rent shall be $108,696.00 payable in equal
monthly installments of  $9,058.00.








	
          
Beginning on September 1, 2003 through October 31, 2003, Tenant shall pay monthly in advance the amount of  $4,310.00 as its
estimated Pro Rata Share of the Operating Costs of the Property.  Beginning on November 1, 2003 through November 30, 2003, Tenant
shall pay monthly in advance the amount of  $3,295.00 as its estimated Pro Rata Share of the Operating Costs of the Property.
Beginning on December 1, 2003 and continuing throughout the Term, Tenant shall pay monthly in advance the amount of  $1,745.00 as
its estimated Pro Rata Share of the Operating Costs of the Property.



          
4.  OPERATING COSTS:  The term "Operating Costs" as defined in Section 3.02 shall be amended as follows:



               
          
delete "15% of all costs to cover administrative costs" and replace with "a management fee equal to $20,522. per year to cover
management costs".



          
5.  The following shall be added as Section 23.05:  Upon the occurrence of an Event of Default and at any time thereafter,
Landlord may terminate this Lease by notice to Tenant effective on such date not less than five (5) days after the giving of such
notice.  Tenant shall then peacefully quit and surrender the Demised Premises to Landlord.  No such termination if this Lease
shall relieve Tenant of its liability and obligations under this Lease, and such liability and obligations shall survive any
termination, whether or not the Demised Premises or any part thereof shall have been relet; provided, that Landlord shall use
commercially reasonable efforts to relet the Demised Premises and shall apply the net proceeds thereof against Tenant's liability
hereunder.



          
Except as amended hereby, all other terms and conditions of the Lease shall remain in full force and effect and are in all
respects hereby ratified and affirmed.














	
          
IN WITNESS WHEREOF, the Landlord and Tenant have hereunto set their hands as of the day and date first above written.





	 
	 	
SCRIPT SOLUTIONS  INC.


               
               
               
               
TENANT




/s/ Barry A. Posner



By: ______________________________________


It's ________________________________________


Duly Authorized



	 
	 
	 	
MUTUAL PROPERTIES STONEDALE LLC


               
               
               
               
LANDLORD




/s/ Stephen Soscia, Managing Member



By: Stephen Soscia, Managing Member