ex10-58.htm


    Exhibit
10.58

    


    


    AMERICAN
LOCOMOTIVE

    Providence,
Rhode Island

    


    OFFICE
LEASE

     

    by
and between

     

    ALCO
CITYSIDE FEDERAL LLC

     

    (Landlord)

     

    and

     

    UNITED
NATURAL FOODS, INC.

     

    (Tenant)

    


    



    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      	
              1

            	
              DEFINITIONS.

            	
              1

            
	
              2

            	
              PREMISES;
      MEASUREMENT.

            	
              7

            
	
              3

            	
              TERM.

            	
              8

            
	
              4

            	
              RENT;
      SECURITY DEPOSIT.

            	
              10

            
	
              5

            	
              TAXES.

            	
              14

            
	
              6

            	
              USE
      OF PREMISES.

            	
              15

            
	
              7

            	
              INSURANCE
      AND INDEMNIFICATION.

            	
              18

            
	
              8

            	
              SERVICES
      AND UTILITIES.

            	
              21

            
	
              9

            	
              REPAIRS
      AND MAINTENANCE.

            	
              23

            
	
              10

            	
              IMPROVEMENTS.

            	
              24

            
	
              11

            	
              LANDLORD'S
      RIGHT OF ENTRY.

            	
              27

            
	
              12

            	
              DAMAGE
      OR DESTRUCTION.

            	
              27

            
	
              13

            	
              CONDEMNATION.

            	
              28

            
	
              14

            	
              ASSIGNMENT
      AND SUBLETTING.

            	
              29

            
	
              15

            	
              RULES
      AND REGULATIONS.

            	
              30

            
	
              16

            	
              SUBORDINATION
      AND ATTORNMENT.

            	
              31

            
	
              17

            	
              DEFAULTS
      AND REMEDIES.

            	
              32

            
	
              18

            	
              ESTOPPEL
      CERTIFICATE.

            	
              34

            
	
              19

            	
              QUIET
      ENJOYMENT.

            	
              35

            
	
              20

            	
              NOTICES.

            	
              35

            
	
              21

            	
              GENERAL

            	
              36

            


    

    


    Exhibits

     

    
      
        
          	
                  A.

                	
                  Plan
      showing Project and Building

                
	
                  B.

                	
                  Drawing
      showing approximate location of Premises

                
	
                  C.

                	
                  Tenant
      Improvements/Space Plan

                
	
                  D.

                	
                  Current
      Rules and Regulations

                
	
                  E.

                	
                  Forms:  First
      Amendment to Lease and Promissory Note

                
	
                  F.

                	
                  Schedule
      of Deliveries

                
	
                  G.

                	
                  Janitorial
      Specifications

                
	
                  H.

                	
                  Parking
      Area Drawing

                


        

      



    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    OFFICE
LEASE

     

    THIS
LEASE is made on this 16th day of October, 2008 (the "Effective Date"), by and
between ALCO CITYSIDE FEDERAL
LLC, a Rhode Island limited liability company (the "Landlord"), and UNITED NATURAL
FOODS, INC., a Delaware corporation (the "Tenant").

     

    IN
CONSIDERATION of the agreements and covenants hereinafter set forth, Landlord
and Tenant mutually agree as follows:

     

    1       DEFINITIONS.

     

    1.1           As
used herein, the following terms shall have the following meanings:

     

    "Base Operating Costs" means
Operating Costs incurred for the 2009 calendar year (the "Base Year").  If
less than 95% of the rentable square feet in the Project is occupied by tenants
or Landlord is not supplying services to 95% of the rentable square feet of the
Project at any time during any calendar year (including the Base Year), then
Operating Costs for such calendar year shall be an amount equal to the Operating
Costs which would normally be expected to be incurred using reasonable
projections and reasonable extrapolations from existing cost data had 95% of the
Project’s rentable square feet been occupied and had Landlord been supplying
services to 95% of the Project’s rentable square feet throughout such calendar
year.

     

    "Base Rent" has the meaning
given it in subsection 4.1.

     

    "Base Taxes" means Taxes on the
Building and the underlying tax parcel incurred for the state fiscal tax year in
which (i) the Building is first re-assessed to reflect the Landlord's
rehabilitation and conversion of the Building and the related improvements, and
(ii) 95% of the Building’s rentable square feet has been occupied.

     

    "Building" means the building
located at 317 Iron Horse Way in Providence, Rhode Island, and commonly known as
American Locomotive Works, consisting of two buildings known as “Building #51”
(containing approximately 90,000 rentable square feet of space) and “Building
#52” (containing approximately 40,737 rentable square feet of
space).  The Building is more particularly shown on Exhibit A, subject to adjustment from time to
time.

     

    "Building Service Equipment"
means all apparatus, machinery, devices, fixtures, appurtenances, equipment and
personal property now or hereafter located on the Premises and owned by the
Landlord.

     

    "Common Areas" means those
areas and facilities of the Building and/or Project which may be designated by
the Landlord from time to time as common areas (portions of which may from time
to time be relocated and/or reconfigured by the Landlord in its sole discretion
so long as reasonable access (ingress and egress) to and from the Premises and
Parking Areas is maintained, the number of allocated parking spaces as set forth
in Section 6.5.3(b) below is maintained and visibility of the Premises is not
materially adversely affected), which Common Areas include footways, sidewalks,
Parking Areas, lobbies, elevators, stairwells, corridors, restrooms, and certain
exterior areas on the Project (and/or the Building), subject, however, to the
Rules and Regulations.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    "Default Rate" means an annual
floating rate of interest equal to two (2) percentage points in excess of the
prime rate of interest as announced from time to time by Bank of America, or its
successor.  In no event shall the default rate be less than eight (8)
percent.

     

    "Insurance Premiums" means the
aggregate of any and all premiums paid by the Landlord for hazard, liability,
loss-of-rent, workers’ compensation, boiler and machinery or similar insurance
upon any or all of the Project.

     

    "Landlord" means the Person
hereinabove named as such and its successors and assigns.

     

    "Lease Year" means (a) the
period commencing on the Rent Commencement Date and terminating at 11:59 p.m. on
the first anniversary of the last day of the month in which the Rent
Commencement Date occurs, and (b) each successive period of twelve (12) calendar
months thereafter during the Term.

     

    "Legal Requirements" means all
laws, statutes, ordinances, orders, rules, regulations and requirements of all
federal, state and municipal governments, whether now or hereafter in force,
including but not limited to The Americans with Disabilities Act, 42 U.S.C.
§12101 et. seq., and the ADA Disability Guidelines promulgated with respect
thereto and the rules and regulations of the National Board of Fire Underwriters
or other bodies exercising similar functions."

     

    "Operating Costs" means any and all costs
and expenses incurred by the Landlord for services performed by the Landlord or
by others on behalf of the Landlord with respect to the operation and
maintenance of the Premises, Building, the Project, and the Common Areas located
therein and serving or allocable to the Premises (including the Parking Areas)
in a manner deemed reasonable and appropriate by Landlord, including, without
limitation, all costs and expenses of:

     

    
      	
               
      

            	
              (a)

            	
              operating,
      maintaining, repairing, lighting, signage, cleaning, removing trash from,
      painting, striping, controlling of traffic in, controlling of rodents in,
      policing and securing the Common Areas
;

            


    

     

    
      	
               
      

            	
              (b)

            	
              purchasing
      and maintaining in full force insurance for the Project as deemed
      necessary in Landlord's commercially reasonable
  discretion;

            


    

     

    
      	
               
      

            	
              (c)

            	
              operating,
      maintaining, repairing and replacing machinery, furniture, accessories and
      equipment used in the operation and maintenance of the Project, and the
      personal property taxes and other charges incurred in connection with such
      machinery, furniture, accessories and
equipment;

            


    

     

    
      	
               
      

            	
              (d)

            	
              maintaining
      and repairing roofs, awnings, canopies, paving, curbs, walkways, drainage
      pipes, ducts, conduits, stormwater management systems, grease traps and
      lighting fixtures throughout the Common
Areas;

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              interior
      and exterior planting, replanting and replacing flowers, shrubbery, trees,
      grass and planters;

            


    

     

    
      	
               
      

            	
              (f)

            	
              operating,
      maintaining and repairing any equipment used in connection with providing
      electricity, heating, ventilation and air conditioning to the Building and
      costs of electricity used in the Common Areas and the central HVAC system
      for the Building;

            


    

     

    
      	
               
      

            	
              (g)

            	
              gas,
      water and sanitary sewer services and other services, if any, furnished to
      the Project for the non-exclusive use of
  tenants.

            


    

     

    
      	
               
      

            	
              (h)

            	
              parcel
      pick-up, delivery and other similar
services;

            


    

     

    
      	
               
      

            	
              (i)

            	
              accounting,
      legal, audit and management fees and expenses, including a property
      management fee equal to six (6) percent of gross rents (on a full service
      basis), payroll, payroll taxes, employee benefits and related expenses of
      all personnel directly engaged in the operation, maintenance, and
      management of the Project;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      cost and expense of complying with all federal, state and local laws,
      orders, regulations and ordinances applicable to the Project which are now
      in force, or which may hereafter be in force, except for violations
      existing as of the Rent Commencement
Date;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      cost (including legal, architectural and engineering fees incurred in
      connection therewith) of any improvement made to the Project during any
      Operating Year either (x) in order to comply with a Legal Requirement or
      insurance requirement, whether or not such Legal Requirement or insurance
      requirement is valid or mandatory, except for violations existing as of
      the Rent Commencement Date, (y) with the reasonable expectation by
      Landlord of reducing Operating Costs (as, for example, a labor-saving
      improvement) or enhancing services, or (z) in lieu of a repair; provided,
      however, (i) to the extent the cost of such improvement is required to be
      capitalized under generally accepted accounting principles, such cost
      shall be amortized over the useful economic life of such improvement as
      reasonably estimated by Landlord, and the annual amortization shall be
      deemed an Operating Cost in each of the Operating Years during which the
      cost of the improvement is amortized; and (ii) in no event shall the
      amount included in Operating Costs in connection with a capital
      improvement of the nature described in clause (y) above exceed the annual
      amount by which Operating Costs were reduced as a result of such capital
      improvement;

            


    

     

    
      	
               
      

            	
              (l)

            	
              providing
      janitorial and trash removal services to the Project and
      Premises;

            


    

     

    
      	
               
      

            	
              (m)

            	
              all
      other costs of maintaining, repairing or replacing any or all of the
      Building (including expenses of landscaping, snow, ice, water and debris
      removal, outdoor lighting, road maintenance and interior and exterior
      signage relating to the Project);
and

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (n)

            	
              the
      cost of all capital improvements made to the Building which are reasonably
      necessary to replace equipment existing as of the Rent Commencement Date
      and which are not provided for in subsections (a) through (m) above;
      provided that the cost of each such capital improvement shall be amortized
      over the useful life thereof, as reasonably determined by
      Landlord.

            


    

     

    Notwithstanding
the foregoing, the following items shall be excluded from Operating
Expenses:

     

    
      
        	
                 
      

              	
                (aa)

              	
                Taxes,
      franchise, income taxes, or excess profit imposed upon
      Landlord;

              


      

    

     

    
      	
               
      

            	
              (ab)

            	
              rents
      under the Superior Lease and debt service on Mortgages and any costs and
      expenses relating to a refinancing or debt modification, including legal
      fees, title insurance premiums, survey expenses, appraisal, environmental
      report, or engineering report;

            


    

     

    
      	
               
      

            	
              (ac)

            	
              leasing
      commissions, brokerage fees or legal fees incurred in connection with the
      negotiation and preparation of letters, deal memos, letters of intent,
      leases and related documents with respect to the leasing, assignment or
      subletting of space for any occupant of the
  Building;

            


    

     

    
      	
               
      

            	
              (ad)

            	
              the
      cost of tenant installations incurred in connection with preparing space
      for a new tenant or refurbishing or renovating space for an existing
      tenant;

            


    

     

    
      	
               
      

            	
              (ae)

            	
              salaries
      and other compensations of personnel above the level of property
      manager;

            


    

     

    
      	
               
      

            	
              (af)

            	
              costs
      of compliance with the Americans with Disabilities
  Act;

            


    

     

    
      	
               
      

            	
              (ag)

            	
              capital
      costs, depreciation or amortization (except as provided in the list of
      inclusions for Operating Costs under items (j) and 0 above);

            


    

     

    
      	
               
      

            	
              (ah)

            	
              costs
      resulting from the negligence, intentionally tortuous or other act or
      omission of the Landlord, its agents or
  employees;

            


    

     

    
      	
               
      

            	
              (ai)

            	
              costs
      to correct original defects in the design or construction of the Building
      or Project;

            


    

     

    
      	
               
      

            	
              (aj)

            	
              costs
      incurred in performing work or furnishing services or utilities for any
      tenant or other occupant or for any other building or portion of a
      building located in the Project, whether at such tenant's or other
      occupant's or at Landlord's expense, to the extent that such work or
      service or utility benefits only an individual tenant or group of tenants
      and not the Project as a whole (unless a fair allocation is made between
      what is benefiting the Building, and what is benefiting another
      party);

            


    

     

    
      	
               
      

            	
              (ak)

            	
              any
      expense for which Landlord is otherwise compensated through the proceeds
      of insurance or condemnation awards, or is otherwise compensated by any
      tenant (including Tenant) of the Building for services in excess of the
      services Landlord is obligated to furnish to Tenant
    hereunder;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (al)

            	
              fines
      or penalties incurred by Landlord not related to the failure by Tenant to
      perform its obligations under this
Lease;

            


    

     

    
      
        	
                 
      

              	
                (am)

              	
                
                  attorneys
      fees and disbursements and other expenses, including settlements, incurred
      in connection with disputes with the Mortgagee, any lender on the Project
      or other tenants or occupants of the Building or the Project, or
      associated with the enforcement of any leases or the defense of Landlord's
      title or interest in the Project or any part
  thereof;

                

              


      

    

     

    
      	
               
      

            	
              (n)

            	
              accounting
      fees incurred in preparing Landlord's financial reports for Landlord, its
      partners, affiliates or any Mortgagee or lender or in preparing Landlord's
      tax returns or other third party accounting fees not directly related to
      the preparation of Operating Cost statements;
  and

            


    

     

    
      	
               
      

            	
              (an)

            	
              those
      portions of costs applicable solely to any additional buildings
      constructed on the Project.

            


    

     

    "Operating Year" means each
respective calendar year or part thereof during the Term, or, at the Landlord's
option, any other 12-month period or part thereof designated by the Landlord
during the Term.

     

    "Parking Areas" means those
portions of the Common Areas or other areas under Landlord’s control which from
time to time are designated by the Landlord for the parking of automobiles and
other automotive vehicles while engaged in business upon the Premises (other
than while being used to make deliveries to and from the Premises).

     

    "Person" means a natural
person, a trustee, a corporation, a limited liability company, a partnership
and/or any other form of legal entity.

     

    "Premises" means that certain
space having a Rentable Area of 52,560 square feet and located on the first and
second floor of Building #52 and the second floor of Building #51 of the
Building, as more particularly depicted on Exhibit B; provided,
that if at any time hereafter any portion of the Premises becomes no longer
subject to this Lease, "Premises" shall thereafter mean so much thereof as
remains subject to this Lease.

     

    "Project" means that certain
project located in Providence, Rhode Island known as American Locomotive Works
containing the Building thereon.  The Project is more particularly
shown on Exhibit
A.

     

    "Rent" means all Base Rent and
all Additional Rent.

     

    "Rentable Area" means the
rentable area of the Premises as determined hereinafter.  Landlord’s
architect shall verify the Rentable Area of the Premises using the "Standard
Method for Measuring Floor Area in Office Buildings", ANSI/BOMA Z65.1-1996 and
provide Tenant with the calculations.  After completion of Landlord's
Work, the Tenant shall have the right to verify the usable square feet of the
Premises at the Tenant's sole cost.  Once the Rentable Area of the
Premises has been verified and jointly agreed to, the parties shall enter into a
confirmation agreement setting forth (i) the area of the Premises, (ii)
the calculation of the Base Rent and (iii) the
Tenants' Proportionate Share.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    "Rules and Regulations" means
the reasonable rules and regulations having uniform applicability to all tenants
of the Project (subject to their respective leases) and governing their use and
enjoyment of the Project; provided that such rules and regulations shall not
materially interfere with the Tenant’s use and enjoyment of the Premises in
accordance with this Lease for its uses as permitted hereunder.

     

    "Tax Year" means the 12-month
period beginning July 1 of each year or such other 12-month period (deemed for
the purposes of this Lease to have 365 days) established as a real estate tax
year by the taxing authority having lawful jurisdiction over the
Project.

     

    "Taxes" means the aggregate of
any and all real property and other taxes, metropolitan district charges,
front-foot benefit assessments, special assessments and other taxes or public or
private assessments or charges levied against any or all of the tax parcel
containing the Premises.  If any tax or assessment is payable over a
period of time, only that portion of such tax or assessment due within the Term
shall be included in Taxes.

     

    "Tenant" means the Person
hereinabove named as such and its successors and permitted assigns
hereunder.

     

    "Tenant Delay" means a delay in
the completion of Landlord’s Work if and to the extent caused by any or all of
the following: (i) Tenant’s failure to timely comply with the requirements set
forth in the Schedule of Deliveries (as defined in Section 10.1.1.) or respond
to any requests for approval within five (5) calendar days; or (ii) Tenant’s
request for change orders in accordance with Section 10.1.2 hereof; provided
that Landlord may determine that a single or several Tenant change orders may
not cause a Tenant Delay but that an aggregate of change orders does cause a
Tenant Delay.  Landlord shall notify Tenant when an aggregate of
change orders will cause a Tenant Delay within five (5) calendar days of the
time Tenant submits the change order that would cause the Tenant
Delay.

     

    "Tenant's Proportionate Share"
means a fraction, the numerator of which is the Rentable Area and the
denominator of which is the number of square feet in the Building, the Project
or such other areas as Landlord may in good faith deem reasonably appropriate,
subject to adjustment from time to time as such areas may change.  The
parties acknowledge that certain expenses should and will be allocated by
Landlord among the tenants of the Project based on such tenant’s particular
use.  For example, retail tenants may be allocated a greater share of
the water charges and office tenants may be allocated a greater share of the
janitorial expenses.  Landlord reserves the right to adjust Tenant’s
Proportionate Share accordingly in order to allocate the Operating Costs and
Taxes for the Project such that Tenant’s Proportionate Share will vary depending
upon the type of expense being allocated.

     

    "Tenant's Share of Increased Operating
Costs" shall be the amount of (i) the Operating Costs for the Operating
Year in question less the Base Operating Costs multiplied by (ii) the Tenant's
Proportionate Share.

     

    "Tenant's Share of Increased
Taxes" shall be the amount of (i) the Taxes for the Tax Year in question
less the Base Taxes multiplied by (ii) the Tenant's Proportionate
Share.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Tenant Electric” means
electric current supplied to or used in the Premises, including, but not limited
to lights, outlets, VAV boxes with or without electric heat, air handling units,
compressors for air handling units, non-central plant HVAC, any primary electric
service charge and any specialized HVAC equipment serving the
Premises.

     

    "Term" means the Original Term
plus any exercised renewals thereof.

     

    2       PREMISES.

     

    2.1           The
Landlord hereby leases to the Tenant, and the Tenant hereby leases from the
Landlord, the Premises, together with the right to use, in common with others,
the Common Areas.

     

    2.2           If
and when Landlord receives a bona fide prospect or request for proposal for
office space in Building #51 or Building #52 contiguous to the Premises (the
“Additional Space”) from any party other than the current tenant, and provided
that there then exists no default by Tenant beyond all applicable notice and
cure periods, and that Tenant is the sole occupant of the Premises, and subject
to the rights of any existing tenants, Tenant shall have the right of first
offer to lease all of the Additional Space, subject to the
following:

    


    (a)           Landlord
shall notify Tenant when Landlord receives a bona fide prospect or request for
proposal for the Additional Space by any party other than the tenant then in
occupancy of the Additional Space, and Tenant shall have five (5) business days
following receipt of such notice within which to notify Landlord in writing
(e-mail notification shall be acceptable) that Tenant is interested in
negotiating terms for leasing such Additional Space and to have its offer
considered by Landlord prior to the leasing by Landlord of the Additional Space
to a third party.  If Tenant notifies Landlord within such time period
that Tenant is so interested, then Landlord and Tenant shall have fifteen (15)
business days following Landlord’s receipt of such notice from Tenant within
which to negotiate mutually satisfactory terms for the leasing of the Additional
Space by Tenant and to execute an amendment to this lease incorporating such
terms or a new lease for the Additional Space.

    


    (b)           If
Tenant does not notify Landlord within such five (5) business days of its
interest in leasing the Additional Space or if Tenant does not execute such
amendment or lease within such fifteen (15) business days, then this right of
first offer to lease the Additional Space will lapse and be of no further force
or effect and Landlord shall have the right to lease all or part of the
Additional Space to any other party at any time on any terms and conditions
acceptable to Landlord.

     

    (c)           This
right of first offer to lease the Additional Space is a one-time right if and
when the Additional Space first becomes available, is personal to Tenant and its
affiliates and is non-transferable to any other assignee or sublessee
(regardless of whether any such assignment or sublease was made with or without
Landlord’s consent) or other party.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    3       TERM.

     

    3.1           Original Term; Rent
Commencement Date.

     

    3.1.1          This
Lease shall be for a term (the "Original Term") commencing on
the Effective Date and ending at 11:59 p.m. on the tenth (10th) anniversary of
the last day of the month in which the Rent Commencement Date shall occur (which
date is hereinafter referred to as the "Termination
Date").

     

    3.1.2           Monthly
payments of Base Rent, Additional Rent and all other charges under this Lease
shall commence on the “Rent
Commencement Date” which shall be the earliest to occur
of:  (i) the date upon which the Landlord’s Work to the Premises are
Substantially Complete (defined below); or (ii) the date upon which the Tenant
actually moves into occupancy of the Premises and conducts business therein;
provided, however, that the Rent Commencement Date shall be one (1) day earlier
for each one (1) day of Tenant Delay.  Tenant shall be permitted
access to the Premises two (2) weeks prior to the Rent Commencement Date solely
for the purpose of installing Tenant’s furniture and telecommunications
equipment; provided and such other times as reasonably necessary in order for
Tenant to coordinate the installation of cabling in the Premises during the time
that Landlord is completing Landlord’s Work, however Tenant and its agents and
vendors shall refrain from interfering with the completion of the Landlord’s
Work.  Tenant’s access prior to the Rent Commencement Date shall be
subject to all of the terms and conditions of this Lease, except that Tenant
shall not be required to pay Base Rent or Additional Rent until the Rent
Commencement Date. “Substantial
Completion” or
“Substantially Completed” or variations of those terms shall mean that a
permanent or temporary certificate of occupancy for the Premises has been
issued, the Premises and Landlord’s Work (defined herein) are sufficiently
complete in accordance with this Lease, subject to minor punchlist items, so
that Tenant can occupy the Premises for its intended use, and possession of the
Premises has been tendered to Tenant by Landlord.

     

    3.2           Confirmation of Commencement
and Termination. After (a) the Rent Commencement Date or (b) the
expiration of the Term or any earlier termination of this Lease by action of law
or in any other manner, the Landlord shall confirm in writing by instrument in
recordable form that, respectively, such rent commencement or such termination
has occurred, setting forth therein, respectively, the Rent Commencement Date
and the Termination Date.

     

    3.3           Renewal.  Tenant
shall have the option to renew the Term of this Lease for two (2) periods of
five (5) years (each, a "Renewal
Term").  Tenant shall exercise the option by providing written
notice to Landlord of its election to exercise such option no later than twelve
(12) months prior to the expiration of the Term, or Renewal Term, as applicable,
provided, however, that Tenant's option to renew shall be subject to the
condition that no default shall have occurred and be continuing after applicable
notice and cure periods have expired as of the date of Tenant's exercise of such
option or as of the date of commencement of the Renewal Term.  Tenant
shall have no other right to renew this Lease after the second Renewal
Term.  Except as otherwise expressly provided in this Lease, all
terms, covenants, and conditions of this Lease shall remain in full force and
effect during the Renewal Terms, except that the Rent applicable to the Renewal
Terms shall be as set forth in Section 4.10.  In no event shall the
Rent for the Renewal Terms be less than the Rent in effect at the expiration of
the immediately preceding Term of the Lease.  If the Tenant fails to
give notice exercising the foregoing option by the date required herein, or if
at the time Tenant exercises such option or at commencement of the applicable
Renewal Term the Tenant is in default of any term of this Lease, or if this
Lease is assigned by Tenant or the Premises is sublet in whole or part in
violation of this Lease, then Tenant’s rights and options to renew shall be
automatically terminated and of no further force or effect.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    3.4           Surrender.  The
Tenant, at its expense at the expiration of the Term or any earlier termination
of this Lease, shall (a) promptly surrender to the Landlord possession of the
Premises (including any fixtures or other improvements which are owned by the
Landlord) in good order and repair (ordinary wear and tear and damage by fire or
other casualty excepted) and broom clean, (b) remove therefrom all signs, goods,
effects, machinery, fixtures and equipment used in conducting the Tenant's trade
or business which are neither part of the Building Service Equipment nor owned
by the Landlord, and (c) repair any damage caused by such
removal.  All tenant improvements in the Premises installed as part of
Landlord's Work may remain in the Premises at the expiration of the Term or any
earlier termination of this Lease without any obligation on Tenant to remove
such improvements.

     

    3.5           Holding
Over.  If the Tenant continues to occupy the Premises after the
expiration of the Term or any earlier termination of this Lease after obtaining
the Landlord's express, written consent thereto, then:

     

    (a)           such
occupancy (unless the parties hereto otherwise agree in writing) shall be deemed
to be under a month-to-month tenancy, which shall continue until either party
hereto notifies the other in writing, at least one month before the end of any
calendar month, that the notifying party elects to terminate such tenancy at the
end of such calendar month, in which event such tenancy shall so
terminate;

     

    (b)           anything
in this section to the contrary notwithstanding, the Rent payable for each such
monthly period shall equal the sum of (a) one and one half (1-1/2) times the
amount of monthly Base Rent for the Lease Year during which such expiration of
the Term or termination of this Lease occurs, plus (b) the Additional Rent
payable hereunder; and

     

    (c)           except
as provided herein, such month-to-month tenancy shall be on the same terms and
subject to the same conditions as those set forth in this Lease; provided,
however, that if the Landlord gives the Tenant, at least one month before the
end of any calendar month during such month-to-month tenancy, written notice
that such terms and conditions (including any thereof relating to the amount and
payment of Rent) shall, after such month, be modified in any reasonable manner
specified in such notice, then such tenancy shall, after such month, be upon the
said terms and subject to the said conditions, as so modified.


    
      
         


      

      
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    4       RENT;
SECURITY DEPOSIT.

     

    As
Rent for the Premises, the Tenant shall pay to the Landlord all of the
following:

     

    4.1           Base
Rent.

     

    
      (a)     
An
annual rent (the "Base
Rent") for the Original Term as follows:

    

     

    
      
        	
                Period

              	
                Per
      Square Foot

              	
                Monthly

              	
                Annual

              
	
                Month
      1-18

              	
                $22.50*

              	
                $62,784.38

              	
                $753,412.56

              
	
                Months
      19-36

              	
                $22.50

              	
                $98,550.00

              	
                $1,182,600.00

              
	
                Months
      37-84

              	
                $23.00

              	
                $100,740.00

              	
                $1,208,880.00

              
	
                Months
      85-120

              	
                $24.00

              	
                $105,120.00

              	
                $1,261,440.00

              


      

    

     

    
      	 	
              *
      The first 18 months of Base Rent is based upon 33,485 rentable square feet
      of space.

            


    

     

     

    (b)           The
Base Rent for the first Renewal Term shall be as follows and the Base Operating
Costs and Base Taxes shall remain calendar/fiscal year 2009:

     

    
      
        	
                Year

              	
                Per
      Square Foot

              	
                Monthly

              	
                Annual

              
	
                1

              	
                $27.75

              	
                $121,545.00

              	
                $1,458,540.00

              
	
                2

              	
                $28.51

              	
                $124,873.80

              	
                $1,498,485.60

              
	
                3

              	
                $29.29

              	
                $128,290.20

              	
                $1,539,482.40

              
	
                4

              	
                $30.10

              	
                $131,838.00

              	
                $1,582,056.00

              
	
                5

              	
                $30.93

              	
                $135,473.40

              	
                $1,625,680.80

              


      

    

     

    (c)           The
Base Rent for the second Renewal Term shall be the greater of (i) the Market
Rent as determined in subsection 4.1(e) below or (ii) the then escalated Base
Rent at the end of the first Renewal Term as follows:

     

    (d)           The
"Market Rent" shall be
the prevailing market rate of rent and all charges for
comparable space at the end of the Term as increased in accordance with market
rate annual escalations.  If Tenant exercises its option to renew
hereunder, Tenant and Landlord shall make a good faith effort to agree on the
Market Rent on or before a date (the "Outside Negotiation Date")
which is no later than nine (9) months prior to the expiration of the Term, and
prior to implementing the procedures set forth below if the parties are unable
to agree.  If Landlord and Tenant are unable to agree upon the Market
Rent by the Outside Negotiation Date, then Landlord and Tenant shall determine
the Market Rent in accordance with the appraisal procedure set forth
herein.  Within ten (10) days after the Outside Negotiation Date, the
parties shall appoint a broker who shall be mutually agreeable to both Landlord
and Tenant, shall have at least ten (10) years' experience as a broker of
commercial leasehold estates, and shall be knowledgeable in office rentals in
the Providence, Rhode Island market.  If the parties are unable to
agree on a broker within such ten (10) day period, then each party, within five
(5) days after the expiration of such ten (10) day period, shall appoint a
broker (with the same qualifications) and the two (2) brokers (or the one broker
if either Landlord or Tenant fails timely to appoint a broker) shall together
appoint a third broker with the same qualifications.  The broker or
brokers so appointed then shall determine, within sixty (60) days after the
appointment of such broker or brokers, the then Market Rent for the
Premises.  Among the factors to be considered by the broker(s) in
determining the fair market base rent for the Premises shall be those factors
set out below.  The figure arrived at by the broker (or the average of
the figures arrived at by the three brokers, if applicable) shall be used as the
Market Rent for such renewal term.  If the three broker method is
chosen, then if any broker's estimate of fair Market Rent is either (x) less
than ninety percent (90%) of the average figure or (y) more than one hundred ten
percent (110%) of such average, then the fair market rent will be either (1) the
average of the remaining two (2) appraisal figures falling within such a range
of percentages, (2) the remaining appraisal that is within such range of
percentages or (3) if none of the figures are within such range, the average of
the three (3) appraisals.  Landlord and Tenant shall each bear the
cost of its broker and shall share equally the cost of the third
broker.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (e)             In
determining the Market Rent, the parties hereto and such brokers shall be guided
by the following principles:  the Market Rent shall be determined by
reference to office space in office buildings in the Providence market or
comparable neighborhoods in the Providence, Rhode Island metropolitan area most
comparable to the quality, location, amenities, stature, reputation, visibility
and services of the Building.  The Market Rent shall take into account
the fact that there are no new tenant improvements to be constructed by Landlord
nor other lease-up costs (except broker commissions, if any) and shall provide
for updating the Base Operating Costs to the first year of each renewal term, if
such factors are considered market concessions at such time.  The
valuation shall be conducted in accordance with the provisions of this Section
and, to the extent not inconsistent herewith, in accordance with the then
prevailing rules of the American Arbitration Association in Rhode Island (or any
successor thereto).  The final determination of such brokers shall be
in writing and shall be binding and conclusive on the parties, each of whom
shall receive counterpart copies thereof.  In rendering such decision
the brokers shall not add to, subtract from, or otherwise modify the provisions
of this Lease.  In determining the Market Rent, the brokers shall
consider all the items set forth above for consideration in determining the
Market Rent.  Instructions to such effect shall be given to the
brokers.

     

    4.2           Additional
Rent.  Additional rent ("Additional Rent") shall
include any and all charges or other amounts that the Tenant is obligated to pay
to the Landlord under this Lease, other than the Base Rent.

     

    4.3           Operating
Costs.

     

    4.3.1        Computation.  Within
one hundred twenty (120) days after the end of each calendar year during the
Term, the Landlord shall compute the total of the Operating Costs incurred for
the Building during such calendar year, and the Landlord shall allocate them to
each separate rentable space within the Building in proportion to the respective
operating costs percentages assigned to such spaces; provided that anything
herein to the contrary notwithstanding, wherever the Tenant and/or any other
tenant of space within the Building has agreed in its lease or otherwise to
provide any item of such services partially or entirely at its own expense, or
wherever in the Landlord's reasonable judgment any such significant item of
expense is not incurred with respect to or for the benefit of all of the net
rentable space within the Building, in allocating the Operating Costs pursuant
to this subsection, the Landlord shall make an appropriate adjustment, using
generally accepted accounting principles and/or sound commercial office lease
management practices so as to avoid allocating to the Tenant or to such other
tenant (as the case may be) those Operating Costs covering such services already
being provided by the Tenant or by such other tenant at its own expense, or to
avoid allocating to all of the net rentable space within the Project those
Operating Costs incurred only with respect to a portion thereof, as
aforesaid.  The Tenant shall have the right to review the books and
records of the Landlord with respect to the calculation of Operating Costs for
the prior Lease Year and the underlying cost for each item included in Operating
Costs for such Lease Year at the Landlord's office during normal business hours,
at the Tenant's sole expense, provided (i) the Tenant provides at least fifteen
(15) days' advance written notice to the Landlord of its desire to inspect such
books and records, and (ii) such request is made within ninety (90) days after
the Operating Costs Statement is delivered by the Landlord to the
Tenant.  If, upon Tenant's review of the books and records, it is
ultimately determined that the Operating Costs were overstated by more than five
percent (5%), then the reasonable cost of the review shall be paid for by
Landlord.  Tenant shall be permitted to make copies of the books and
records reviewed at its sole cost and expense.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    4.3.2        Payment as Additional
Rent.  For each Operating Year, the Tenant shall pay as
Additional Rent to the Landlord, in the manner provided herein, Tenant's Share
of Increased Operating Costs.  The Landlord shall send to the Tenant
an annual statement setting forth the Operating Costs for the applicable
calendar year.

     

    4.3.3        Proration.  If
only part of any calendar year falls within the Term, the amount computed as
Tenant's Share of Increased Operating Costs for such calendar year under this
subsection shall be prorated in proportion to the portion of such calendar year
falling within the Term (but the expiration of the Term before the end of a
calendar year shall not impair the Tenant's obligation hereunder to pay such
prorated portion of Tenant's Share of Increased Operating Costs for that portion
of such calendar year falling within the Term, which amount shall be paid on
demand).

     

    4.3.4        Landlord's Right to
Estimate.  Anything in this subsection to the contrary
notwithstanding, the Landlord, at its reasonable discretion, may (a) make from
time to time during the Term a reasonable estimate of the Operating Costs which
may become due under this subsection for any calendar year, (b) require the
Tenant to pay to the Landlord for each calendar month during such year one
twelfth (1/12) of such Operating Costs, at the time and in the manner that the
Tenant is required hereunder to pay the monthly installment of the Base Rent for
such month, and (c) increase or decrease from time to time during such calendar
year the amount initially so estimated for such calendar year, all by giving the
Tenant at least twenty (20) days prior written notice thereof, accompanied by a
schedule setting forth in reasonable detail the expenses comprising the
Operating Costs, as so estimated.  In such event, the Landlord shall
cause the actual amount of such Operating Costs to be computed and certified to
the Tenant within one hundred twenty (120) days after the end of such calendar
year.  Any overpayment or deficiency in the Tenant's payment of
Tenant's Share of Increased Operating Costs shall be adjusted between the
Landlord and the Tenant; the Tenant shall pay the Landlord or the Landlord shall
credit to the Tenant's account (or, if such adjustment is at the end of the
Term, the Landlord shall pay to the Tenant), as the case may be, within fifteen
(15) days after such notice to the Tenant, such amount necessary to effect such
adjustment.  The Landlord's failure to provide such notice within the
time prescribed above shall not relieve the Tenant of any of its obligations
hereunder.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    4.4           When Due and
Payable.

     

    4.4.1        Base
Rent.  The Base Rent for any Lease Year shall be due and
payable in twelve (12) consecutive, equal monthly installments, in advance, on
the first (1st) day of each calendar month during such Lease Year.  In
addition, if the Rent Commencement Date falls on a day other than the first day
of a calendar month, then the Base Rent for the first month of the Term shall be
prorated based on the number of days remaining in that month and such amount
shall be due and payable on the Rent Commencement Date.

     

    4.4.2        Additional
Rent.  Any Additional Rent accruing to the Landlord under this
Lease, except as is otherwise set forth herein, shall be due and payable within
twenty (20) days after receipt by Tenant of written notice from Landlord that
such Additional Rent is due and payable, unless Landlord is prevented from
providing Tenant with twenty (20) days to make such payment because the Landlord
received fewer than twenty (20) days notice that such charge or expense
comprising the Additional Rent was due and payable, in which case the Landlord
shall immediately make written demand upon the Tenant for payment and such
Additional Rent shall be due and payable at such time.

     

    4.4.3        No Set-Off; Late
Payment.  Each such payment shall be made promptly when due,
without any deduction or setoff whatsoever, and without demand, failing which
the Tenant shall pay to the Landlord as Additional Rent, after the fifth (5th)
day after such payment remains due but unpaid, a late charge equal to five
percent (5%) of such payment which remains due but unpaid.  In
addition, any payment that is not paid by the tenth (10th) day after written
notice that such payment is due shall bear interest at the Default
Rate.  Any payment made by the Tenant to the Landlord on account of
Rent may be credited by the Landlord to the payment of any Rent then past due
before being credited to Rent currently falling due.  Any such payment
which is less than the amount of Rent then due shall constitute a payment made
on account thereof, the parties hereto hereby agreeing that the Landlord's
acceptance of such payment (whether or not with or accompanied by an endorsement
or statement that such lesser amount or the Landlord's acceptance thereof
constitutes payment in full of the amount of Rent then due) shall not alter or
impair the Landlord's rights hereunder to be paid all of such amount then due,
or in any other respect.

     

    4.5           Where
Payable.  The Tenant shall pay the Rent, in lawful currency of
the United States of America, to the Landlord by delivering or mailing it to the
Landlord's address set forth herein, or to such other address or in such other
manner as the Landlord from time to time specifies by written notice to the
Tenant.

     

    4.6           Tax on
Lease.  Other than Landlord's income taxes or any tax on lease
imposed in lieu of income taxes, if federal, state or local law now or hereafter
imposes any tax, assessment, levy or other charge directly or indirectly upon
(a) the Landlord with respect to this Lease or the value thereof, (b) the
Tenant's use or occupancy of the Premises, (c) the Base Rent, Additional Rent or
any other sum payable under this Lease, or (d) this transaction, then the Tenant
shall pay the amount thereof as Additional Rent to the Landlord upon demand,
unless the Tenant is prohibited by law from doing so, in which event the
Landlord at its election may terminate this Lease by giving written notice
thereof to the Tenant.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    4.7           Advance Rent. Tenant has as of this
date deposited with Landlord the sum of $52,500.00 representing advance payment
of the first month's Base Rent, to be applied by Landlord to such rental
obligations.

     

    5       TAXES.

     

    5.1           Payment.  For
each Tax Year, the Tenant shall pay to the Landlord, in the manner provided
herein, Tenant's Share of Increased Taxes.

     

    5.2           Proration.  If
only part of any Tax Year falls within the Term, the amount computed as Tenant's
Share of Increased Taxes for such Tax Year under this subsection shall be
prorated in proportion to the portion of such Tax Year falling within the Term
(but the expiration of the Term before the end of a Tax Year shall not impair
the Tenant's obligations hereunder to pay such prorated portion of Tenant's
Share of Increased Taxes for that portion of such Tax Year falling within the
Term, which amount shall be paid on demand).

     

    5.3           Method of
Payment.  Tenant's Share of Increased Taxes shall be paid by
the Tenant in advance, in equal monthly installments in such amounts as are
estimated and billed for each Tax Year by the Landlord at the commencement of
the Term and at the beginning of each successive Tax Year during the Term, each
such installment being due on the first day of each calendar
month.  The Landlord may re-estimate Tenant's Share of Increased Taxes
and thereafter adjust the Tenant's monthly installments payable during the Tax
Year in a reasonable manner and with at least twenty (20) days prior written
notice to Tenant to reflect more accurately Tenant's Share of Increased
Taxes.  Within one hundred twenty (120) days after the Landlord's
receipt of tax bills for each Tax Year, the Landlord will notify the Tenant of
the amount of Taxes for the Tax Year in question and the amount of Tenant's
Share of Increased Taxes thereof.  Any overpayment or deficiency in
the Tenant's payment of Tenant's Share of Increased Taxes for each Tax Year
shall be adjusted between the Landlord and the Tenant; the Tenant shall pay the
Landlord or the Landlord shall credit to the Tenant's account (or, if such
adjustment is at the end of the Term, the Landlord shall pay the Tenant), as the
case may be, within fifteen (15) days after such notice to the Tenant, such
amount necessary to effect such adjustment.  The Landlord's failure to
provide such notice within the time prescribed above shall not relieve the
Tenant of any of its obligations hereunder.  Upon written request by
Tenant, Landlord shall provide Tenant with a copy of the applicable tax bill and
Landlord's calculation of taxes for the applicable Tax Year.

     

    5.4           Allocation of Taxes/Tax
Contest.  Landlord shall allocate Taxes among tenants of the
Building based on square footage.  If separate buildings exist on the
same tax parcel, Taxes for each building shall be allocated based on respective
values as reflected on the tax assessor’s worksheet.  Upon written
request by Tenant given with respect to any Tax Year during the Term and
provided that Tenant is leasing at least 52,560 square feet in the Building,
Landlord shall (i) contest the tax assessment for such Tax Year or (ii) apply
for a rebate or a reduction in Taxes.  Any rebate or reduction in Taxes
that are achieved by Landlord as a result of any proceeding shall be applied
proportionately as a credit and adjustment to Tenant’s Share of Increased Taxes,
after deducting Landlord’s reasonable expenses including without limitation,
reasonable attorneys’ fees and disbursements in connection with such
proceeding.  If Tenant is to receive such a rebate, credit or reimbursement
and such rebate, credit or reimbursement exceeds Tenant's payment obligation for
Tenant’s Share of Increased Taxes for such Tax Year, Tenant shall be credited
such savings against Tenant's future payments of Tenant's Share of Increased
Taxes for each Tax Year thereafter until the amount of such savings is
exhausted.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    5.5           Tax
Treaty.  If due to Tenant's occupancy in the Building, the City
of Providence enacts a tax treaty resulting in lower real estate taxes for the
Premises and/or the Building, such lower Taxes will directly inure to Tenant's
benefit by virtue of a dollar for dollar reduction in Base
Rent.   By way of example, if the tax treaty is enacted Landlord
and Tenant agree that the portion of Taxes included in Tenant’s Base Rent shall
be $2.40 per square foot.  If, for Lease Year 1, Taxes are $.89 per
square foot due to the tax treaty, Tenant’s Base Rent shall be reduced by $1.51
per square foot ($2.40 per square foot less $.89 per square foot equals $1.51
per square foot).

     

    5.6           Taxes on
Rent.  In addition to Tenant's Share of Increased Taxes, the
Tenant shall pay to the appropriate agency any sales, excise and other tax (not
including, however, the Landlord's income taxes or any tax on rent imposed in
lieu of income taxes) levied, imposed or assessed by the State of Rhode Island
or any political subdivision thereof or other taxing authority upon any Rent
payable hereunder.  The Tenant shall also pay, prior to the time the
same shall become delinquent or payable with penalty, all taxes separately
imposed on its inventory, furniture, trade fixtures, apparatus, equipment,
leasehold improvements installed by the Tenant or by the Landlord on behalf of
the Tenant and owned by Tenant and any other property of the
Tenant.

     

    6       USE
OF PREMISES.

     

    6.1           Nature of
Use.  The Tenant shall use the Premises only for general office
purposes, training rooms and related accessory uses.

     

    6.2           Compliance with Law and
Covenants.  The Tenant, throughout the Term and at its sole
expense, in its use and possession of the Premises, shall comply promptly and
fully with (i) all Legal Requirements applicable to the use, occupancy and
alteration of the Premises; (ii) pay when due all personal property taxes,
payroll taxes, income taxes, license fees and other taxes assessed, levied or
imposed upon the Tenant or any other person in connection with the operation of
its business upon the Premises or its use thereof in any other manner; and (iii)
not obstruct, annoy or interfere with the rights of other
tenants.  The Landlord shall deliver the Premises to the Tenant in
compliance with all Legal Requirements.  During the Term, except for
Tenant's obligations as set forth above, Landlord shall comply with all Legal
Requirements which are applicable to any or all of the Building or
Project.

     

    6.3           Mechanics'
Liens.  Without limiting the generality of the foregoing
provisions of this section, the Tenant shall not create or permit to be created,
and if created shall discharge, have released or bond over, any mechanics' or
materialmens' lien arising while this Lease is in effect and affecting any or
all of the Premises, the Building and/or the Project, and the Tenant shall not
permit any other matter or thing whereby the Landlord's estate, right and
interest in any or all of the Premises, the Building and/or the Project might be
impaired.  The Tenant shall defend, indemnify and hold harmless the
Landlord against and from any and all liability, claim of liability or expense
(including but not limited to that of reasonable attorneys' fees) incurred by
the Landlord on account of any such lien or claim.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


     

    6.4           Signs.  Tenant
shall have the right to install exterior signage at the entrance to the
Premises, subject to Landlord’s prior written approval, which approval shall not
be unreasonably withheld or delayed.  The Tenant shall not erect any
other signs upon the Premises or the remainder of the Building or the Project
without obtaining the prior written consent of Landlord.  The Landlord
shall provide, at the Landlord’s sole expense for the first time only, customary
identification of the Tenant’s business on the lobby directory of the
Building.

     

    6.5           License.

     

    6.5.1        Grant of
License.  The Landlord hereby grants to the Tenant a
non-exclusive license to use (and to permit its officers, directors, agents,
employees and invitees to use), in the course of conducting business at the
Premises, the Common Areas.

     

    6.5.2        Non-Exclusive
License.  Such license shall be exercised in common with the
exercise thereof by the Landlord, the other tenants or occupants of the Project,
and their respective officers, directors, agents, employees and
invitees.

     

    6.5.3        Parking Areas;
Changes.

     

    (a)           The
Landlord reserves the right to change the entrances, exits, traffic lanes,
boundaries and locations of the Parking Areas.  The Landlord reserves
the right to designate for the specific account of the Tenant, and/or of other
tenants of the Project, specific parking areas or spaces constructed around,
within or under the Project.  All Parking Areas and facilities which
may be furnished by the Landlord in or near the Project, including any employee
parking areas, truckways, loading docks, pedestrian sidewalks and ramps,
landscaped areas and other areas and improvements which may be provided by the
Landlord for the Tenant's exclusive use or for general use, in common with other
tenants, their officers, agents, employees and visitors, shall at all times be
subject to the Landlord's exclusive control and management, and the Landlord
shall have the right from time to time to establish, modify and enforce
reasonable rules and regulations with respect thereto.  The Landlord
shall have the right to (a) police the Common Areas, (b) establish and from time
to time to change the level of parking surfaces, (c) close all or any portion of
the Common Areas to such extent as, in the opinion of the Landlord's counsel,
may be legally sufficient to prevent a dedication thereof or the accrual of any
rights to any person or to the public therein, (d) close temporarily all or any
portion of the Parking Areas, (e) discourage non-tenant parking, and (f) do and
perform such other acts in and to the Common Areas as, in the use of good
business judgment, the Landlord determines to be advisable with a view to the
improvement of the convenience and use thereof by tenants, their officers,
agents, employees and visitors.  The Tenant shall cause its officers,
agents and employees to park their automobiles only in such areas as the
Landlord from time to time may designate by written notice to the Tenant as
employee parking areas, and the Tenant shall not use or permit the use of any of
the Common Areas in any manner which will obstruct the driveways or throughways
serving the Parking Areas or any other portion of the Common Areas allocated for
the use of others.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    (b)           Landlord
hereby grants to Tenant and Tenant’s employees and invitees, the non-exclusive
right during the Term to use without charge four (4) parking spaces per 1,000
square feet leased by Tenant for a total of 210 parking spaces, which parking
spaces shall at all times be located within that certain area marked on Exhibit
H.  At Landlord's request, Tenant shall provide license plate
numbers for its employees and otherwise cooperate with Landlord's management of
the Parking Areas, which may include attended parking service.  Such
parking expenses shall be part of Operating Expenses.  To the extent
additional parking spaces are available, Landlord may issue to Tenant additional
parking permits at Landlord’s then standard rate, which rate may vary based upon
whether such parking permits relate to outdoor or indoor parking.  If
there is an increase or a decrease in the rentable square footage of the
Premises, the number of parking spaces available to Tenant shall increase or
decrease, as the case may be, at a rate of 4 spaces per 1,000 rentable square
feet of such increase or decrease.  If Landlord constructs a
structured parking garage on the Project that is available for use by commercial
tenants, then Tenant shall have the right to park in such garage subject to the
terms of this Lease.

     

    6.5.4        Alterations.  The
Landlord reserves the right at any time and from time to time (i) to change or
alter the location, layout, nature or arrangement of the Common Areas or any
portion thereof, including but not limited to the arrangement and/or location of
entrances, passageways, doors, corridors, stairs, lavatories, elevators, parking
areas, and other public areas of the Building, and (ii) to construct additional
improvements on the Project and make alterations thereof or additions thereto
and build additional stories on or in any such buildings adjoining the same;
provided, however, that no such change or alteration shall deprive the Tenant of
access (ingress and egress) to and from the Premises, the Parking Areas (except
as permitted pursuant to Section 6.5.3(a) above) or the number of allocated
parking spaces as set forth in Section 6.5.3(b) above, or materially adversely
affect the visibility of the Premises or Tenant's ability to conduct business in
the Premises.

     

    6.5.5        Use of Common Areas.
The Landlord shall at all times have full and exclusive control, management and
direction of the Common Areas.  The Tenant shall maintain in a neat
and clean condition that area designated by the Landlord as the refuse
collection area, and shall not place or maintain anywhere within the Project,
other than within the area which may be designated by Landlord from time to time
as such refuse collection area, any trash, garbage or other items, except as may
otherwise be expressly permitted by this Lease.

     

    6.6           Liability of
Landlord.  The Landlord and its agents and employees shall not
be liable to the Tenant or any other person whatsoever (a) for any injury to
person or damage to Project caused by any defect in or failure of equipment,
pipes, wiring or broken glass, or the backing up of any drains, or by gas,
water, steam, electricity or oil leaking, escaping or flowing into the Premises,
or (b) for any loss or damage that may be occasioned by or through the acts or
omissions of any other tenant of the Project or of any other person whatsoever,
in each case other than due to the negligence, intentionally tortuous or other
act or omission of the Landlord or its employees or agents.


    
      
         


      

      
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    6.7           Floor
Load.  The Tenant shall not place a load upon any floor of the
Premises exceeding the floor load per square foot area which such floor was
designed to carry.  The Landlord reserves the right to prescribe the
weight and position of all safes and other heavy equipment, and to prescribe the
reinforcing necessary, if any, which in the opinion of the Landlord may be
required under the circumstances, such reinforcing to be at the Tenant's sole
expense.  Business machines and mechanical equipment shall be placed
and maintained by the Tenant in settings sufficient in the Landlord's judgment
to absorb and prevent vibration and noise, and the Tenant shall, at its sole
expense, take such steps as the Landlord may direct to remedy any such
condition.

     

    6.8           Hazardous
Materials.  The Tenant warrants and agrees that the Tenant
shall not cause or permit any Hazardous Material (defined below) to be brought
upon, kept or used in or about the Premises by the Tenant, its agents,
employees, contractors or invitees.  If the Tenant breaches the
obligations stated in the preceding sentence, then the Tenant shall indemnify,
defend and hold the Landlord harmless from and against any and all claims,
judgments, damages, penalties, fines, costs, liabilities or losses (including,
without limitation, diminution in value of the Premises, the Building and the
Project generally, damages for the loss or restriction on use of rentable or
usable space or of any amenity of the Building or the Project generally, damages
from any adverse impact on marketing of space in the Building, and sums paid in
settlement of claims, reasonable attorneys' fees, reasonable consultant fees and
reasonable expert fees) which arise during or after the Term as a result of such
contamination.  Tenant shall deliver to Landlord copies of all
Material Safety Data Sheets or other written information prepared by
manufacturers, importers or suppliers of any Hazardous Material brought upon the
Premises, and all notices, filings, permits and any other written communications
from or to Tenant and any entity regulating any Hazardous Materials brought upon
the Premises.  For purposes of this Lease, the term “Hazardous
Materials” shall mean pollutants, contaminants, toxic or hazardous wastes or
other materials the removal of which is required or the use of which is
regulated, restricted, or prohibited by any present or future federal, state or
local laws, ordinances, rules or regulations (including the rules and
regulations of the federal Environmental Protection Agency and comparable state
agency) relating to the protection of human health or the environment, but
excluding immaterial quantities of substances customarily and prudently used in
the normal course of business on the Premises or in the cleaning or maintenance
of the Premises in accordance with any applicable law.

     

    7       INSURANCE
AND INDEMNIFICATION.

     

    7.1           Insurance.  At
all times from and after the earlier of (i) the entry by the Tenant into the
Premises, or (ii) the Rent Commencement Date, the Tenant shall take out and keep
in full force and effect, at its expense:

     

    (a)           commercial
general liability insurance with a combined single limit of not less than One
Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000)
in the aggregate, which limit may be reasonably increased by Landlord to reflect
changing legal liability standards;


    
      
         


      

      
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    (b)           special
form property insurance written at an amount sufficient to cover the full
replacement cost value of all of Tenant's property within the Premises, except
for improvements which are part of the Landlord's Work;

     

    (c)           business
interruption and extra expense insurance on an actual loss sustained basis and
for a minimum period of twelve (12) months;

     

    (d)           worker's
compensation or similar insurance in form and amounts required by law;
and

     

    (e)           such
other insurance in such types and amounts as Landlord may reasonably require,
provided that such other insurance is in accordance with standards generally
accepted for comparable buildings in the Providence area.

     

    7.2         Tenant's
Contractor's Insurance.  The Tenant shall require
any contractor of the Tenant performing work in, on or about the Premises to
take out and keep in full force and effect, at no expense to the Landlord, such
insurance as Landlord may reasonably require in accordance with standards
generally acceptable for comparable work in the Providence
area.

     

    7.3           Policy Requirements.
The company or companies writing any insurance which the Tenant is required to
take out and maintain or cause to be taken out or maintained pursuant to this
Lease, as well as the form of such insurance, at all times be subject to the
Landlord's reasonable approval, and any such company or companies shall be
authorized to do business in the State of Rhode Island and have a rating of at
least A- or better and a financial size rating of XII or larger from Best's Key
Rating Guide and Supplemental Service (or comparable rating from a comparable
insurance rating service).  Public liability and all-risk casualty
insurance policies evidencing such insurance shall name the Landlord and/or its
designees (including, without limitation, any Mortgagee) as additional insureds,
shall be primary and noncontributory, and shall also contain a provision by
which the insurer agrees that such policy shall not be cancelled, materially
changed, terminated or not renewed except after thirty (30) days' advance
written notice to the Landlord and/or such designees.  Tenant shall
provide Landlord with certificates evidencing the insurance coverage required
hereunder prior to the Commencement Date, upon renewal of each policy and upon
written request from Landlord.

     

    7.4           Indemnities by Tenant and
Landlord.

     

    7.4.1        Notwithstanding
any policy or policies of insurance required of the Tenant, the Tenant, for
itself and its successors and assigns, to the extent permitted by law, shall
defend, indemnify and hold harmless the Landlord, the Landlord's agents and any
Mortgagee against and from any and all liability or claims of liability by any
person asserted against or incurred by the Landlord and/or such agent or
Mortgagee in connection with (i) the use, occupancy, conduct, operation or
management of the Premises by the Tenant or any of its agents, contractors,
servants, employees, licensees, concessionaires, suppliers, materialmen or
invitees during the Term; (ii) any work or thing whatsoever done or not done on
the Premises during the Term performed by Tenant, its employees, agents or
contractors; (iii) any breach or default in performing any of the obligations
under the provisions of this Lease and/or applicable law by the Tenant or any of
its agents, contractors, servants, employees, licensees, suppliers, materialmen
or invitees during the Term; (iv) any negligent, intentionally tortuous or other
act or omission by the Tenant or any of its agents, contractors, servants,
employees, licensees, concessionaires, suppliers, materialmen or invitees during
the Term; or (v) any injury to or death of any person or any damage to any
property occurring upon the Premises (whether or not such event results from a
condition existing before the execution of this Lease or resulting in the
termination of this Lease) unless caused by the negligence, intentionally
tortuous or other act or omission of Landlord, its agents or employees, and from
and against all costs, expenses and liabilities incurred in connection with any
claim, action, demand, suit at law, in equity or before any administrative
tribunal, arising in whole or in part by reason of any of the foregoing
(including, by way of example rather than of limitation, the fees of attorneys,
investigators and experts), all regardless of whether such claim, action or
proceeding is asserted before or after the expiration of the Term or any earlier
termination of this Lease.


    
      
         


      

      
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    7.4.2        If
any such claim, action or proceeding is brought against the Landlord and/or any
agent or Mortgagee, the Tenant, if requested by the Landlord or such agent or
Mortgagee, and at the Tenant's expense, promptly shall resist or defend such
claim, action or proceeding or cause it to be resisted or defended by an
insurer.  The Tenant shall keep the Landlord reasonably apprised of
the proceeding and shall not settle such proceeding without the prior written
approval of the Landlord, not to be unreasonably withheld, conditioned or
delayed unless such settlement would be adverse to the interests of Landlord in
its commercially reasonable judgment in which case Landlord may withhold its
consent in its sole discretion.

     

    7.4.3        Subject
to the provisions of subsection 7.8, the Landlord hereby agrees for itself and
its successors and assigns to indemnify and save the Tenant harmless from and
against any liability or claims of liability arising out of the negligence,
intentionally tortuous or other act or omission of the Landlord, its agents or
employees and/or any failure of Landlord to perform its obligations under the
Lease.

     

    7.5           Landlord Not Responsible for
Acts of Others.  The Landlord shall not be responsible or
liable to the Tenant, or to those claiming by, through or under the Tenant, for
any loss or damage which may be occasioned by or through the acts or omissions
of persons occupying or using space adjoining the Premises or any part of the
premises adjacent to or connecting with the Premises or any other part of the
Building or the Project, or for any loss or damage resulting to the Tenant (or
those claiming by, through or under the Tenant) or its or their property, from
(a) the breaking, bursting, stoppage or leaking of electrical cable and/or
wires, or water, gas, sewer or steam pipes, (b) falling plaster, concrete or
other matter, or (c) dampness, water, rain or snow in any part of the Building
unless caused by the negligent, intentionally tortuous or other act or omission
of the Landlord, its agents or employees.  To the maximum extent
permitted by law, the Tenant agrees to use and occupy the Premises, and to use
such other portions of the Project as the Tenant is herein given the right to
use, at the Tenant's own risk. The Landlord is not obligated to protect from the
criminal acts of third parties the Tenant, Tenant's agents, customers, invitees
or  employees, the Premises or the property of Tenant or any property
of any of Tenant's agents, customers, invitees or employees.  Tenant
acknowledges that, if Landlord shall provide security guards for the Common
Areas, Landlord does not represent, guarantee, or assume responsibility that
Tenant will be secure from any claims or causes of action relating to such
security guards.


    
      
         


      

      
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    7.6           Landlord's
Insurance.  During the Term, the Landlord shall maintain, in
commercially reasonable amounts in accordance with standards generally accepted
for comparable buildings in the Providence area, (a) insurance on the Project
against loss or damage by fire and all of the hazards included in the extended
coverage endorsement, (b) comprehensive liability and property damage insurance
with respect to the Common Areas, against claims for personal injury or death,
or property damage suffered by others occurring in, on or about the Project, and
(c) any other insurance, in such form and in such amounts as are deemed
reasonable by the Landlord, including, without limitation, rent continuation and
business interruption insurance, theft insurance and workers' compensation,
flood and earthquake, and boiler and machinery insurance.  The costs
and expenses of any and all such insurance carried by the Landlord shall be
deemed a part of Operating Costs.

     

    7.7           Increase in Insurance
Premiums.  The Tenant shall not do or suffer to be done, or
keep or suffer to be kept, anything in, upon or about the Premises, the Building
or the Project which will contravene the Landlord's policies of hazard or
liability insurance or which will prevent the Landlord from procuring such
policies from companies reasonably acceptable to the Landlord.  If
anything done, omitted to be done, or suffered by the Tenant to be kept in, upon
or about the Premises, the Building or the Project shall cause the rate of fire
or other insurance on the Premises, the Building or the Project to be increased
beyond the minimum rate from time to time applicable to the Premises or to any
such other property for the use or uses made thereof, the Tenant shall pay to
the Landlord, as Additional Rent, the amount of any such increase upon the
Landlord's demand therefor.

     

    7.8           Waiver of Right of
Recovery.  To the extent that any loss or damage to the
Premises, the Building, the Project, any building, structure or other tangible
property, or resulting loss of income, or losses under workers' compensation
laws and benefits, are covered by insurance, neither party shall be liable to
the other party or to any insurance company insuring the other party (by way of
subrogation or otherwise), even though such loss or damage might have been
occasioned by the negligence of such party, its agents or
employees.

     

    8       SERVICES
AND UTILITIES.

     

    8.1           Services
Provided.  Landlord shall provide the following services and
utilities, the cost of which shall be included as an Operating Cost or paid by
Tenant in accordance with Section 8.2 below:

     

    (a)              central
heating and air conditioning in the Premises and the Common Areas at temperature
levels within a range of 68-74 degrees;

     

    (b)              electrical
service, subject to Tenant’s obligation to pay the costs of Tenant
Electric;

     

    (c)              janitorial
services five business days per week pursuant to the specifications set forth on
Exhibit G;
and

     

    (d)              at
least one elevator, to be used in common with other tenants.


    
      
         


      

      
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    Tenant
shall have access to the Premises, utilities and elevators seven (7) days a
week, twenty-four (24) hours a day, subject to and in accordance with any
security procedures that Landlord may have in place and subject further to any
maintenance and repairs to the utility systems and elevators which may be
necessary to perform after hours.

     

    8.2           Utility
Providers.  Tenant shall be responsible for the payment of all
Tenant Electric.   Tenant Electric used in the Premises shall be
directly measured by a separate meter to be provided by Landlord as part of
Landlord’s Work (unless provided by the utility company directly) and Tenant
shall maintain an account in its name with such utility provider and shall pay
such amounts directly to the applicable utility provider and, upon written
request, provide Landlord with a copy of any invoices.  Upon
reasonable prior notice, Landlord or its designated electric service provider
may have access to the Premises to install equipment necessary to deliver
electric service to the Premises or the Building provided that Landlord or the
utility company shall restore the Premises to its condition prior to the
commencement of such work.  Landlord and Tenant each reserve the right
to switch utility providers, if legally permissible, at any
time.  Landlord shall not be liable to Tenant for damages arising as a
result of service interruptions caused by any electric service
provider.  Electric current supplied to or used in the Premises may be
measured by a submeter.

     

    8.3           Interruption.  Any
failure by the Landlord to furnish any of the foregoing services or utilities,
resulting from circumstances beyond the Landlord's reasonable control or from
interruption of such services due to repairs or maintenance, shall not render
the Landlord liable in any respect for damages to either person or property, nor
be construed as an eviction of the Tenant, nor cause an abatement of rent
hereunder, nor relieve the Tenant from any of its obligations hereunder, unless
caused by Landlord or its agents, employees and/or contractors.  If
any public utility or governmental body shall require the Landlord or the Tenant
to restrict the consumption of any utility or reduce any service for the
Premises or the Building, the Landlord and the Tenant shall comply with such
requirements, whether or not the services and utilities referred to herein are
thereby reduced or otherwise affected, without any liability on the part of the
Landlord to the Tenant or any other person or any reduction or adjustment in
rent payable hereunder.  The Landlord and its agents shall be
permitted reasonable access to the Premises for the purpose of installing and
servicing systems within the Premises deemed necessary by the Landlord to
provide the services and utilities referred to herein to the Tenant and other
tenants in the Building.

     

    8.4           Capacity.  Tenant
shall not at any time overburden or exceed the capacity of the mains, feeders,
ducts, conduits, or other facilities by which such utilities are supplied to,
distributed in or serve the Premises.  If Tenant desires to install
any equipment that shall require additional utility facilities or utility
facilities of a greater capacity than the facilities existing, such installation
shall be subject to Landlord's prior written approval of Tenant's plans and
specifications therefor.  If such installation is approved by Landlord
and if Landlord provides such additional facilities to accommodate Tenant's
installation, Tenant agrees to pay Landlord, on demand, the cost for providing
such additional utility facilities or utility facilities of greater
capacity.  Except as provided by Landlord as part of Landlord’s Work,
Landlord shall not be responsible for providing any meters or other devices for
the measurement of utilities supplied to the
Premises.  


    
      
         


      

      
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    8.5           Trash
Removal.  Landlord shall cause to be operated a trash removal
service for the Project, the costs and expenses of which shall be a part of
Operating Costs.  In the event that Tenant's use of the Premises
requires trash removal services in excess of that required for standard office
tenants, Tenant shall pay to Landlord, as additional rent all costs and expenses
in excess of the trash removal costs which are attributable to such excess
usage.  Tenant shall make its reasonable efforts to participate in
Landlord’s recycling program.

     

    8.6           Central HVAC System;
Photovoltaic Power.  Electricity costs for powering the central
HVAC system serving the Building (the “Central HVAC”) shall be a part of
Operating Costs.  However, Landlord and Tenant agree to investigate
the possibility of Tenant paying for its direct share of electricity used to
power the Central HVAC.  In the event that Tenant pays for its share
of electricity used to power the Central HVAC directly, Landlord shall make a
commensurate reduction in the Base Rent due pursuant to Section 4.1
above.  If the Tenant is able to secure funding for a photovoltaic
power system that provides Landlord with a full return on investment in less
than six (6) years, Landlord will agree to pursue the approvals necessary for
the installation of a photovoltaic power system in the Building.  In
exchange, Tenant shall benefit from the free use of all electricity generated by
the photovoltaic power system through the Term and any expansions and extensions
thereof.

     

    9       REPAIRS
AND MAINTENANCE.

     

    9.1           Landlord's Duty to Maintain
Structure.  The Landlord shall maintain or cause to be
maintained in good operating condition the structure of the Building and shall
be responsible for structural repairs to the exterior walls, load bearing
elements, foundations, roofs, structural columns and structural floors with
respect thereto, and the Landlord shall make all required repairs thereto, the
costs of which shall be Operating Costs, provided, however, that if the
necessity for such repairs shall have arisen, in whole or in part, from the
negligence or willful acts or omissions of the Tenant, its agents,
concessionaires, officers, employees, licensees, invitees or contractors, or by
any unusual use of the Premises by the Tenant, then the Landlord may collect the
cost of such repairs, as Additional Rent, upon demand.  In addition,
the Landlord shall provide the maintenance for all pipes and conduits and all
mechanical, electrical, HVAC and plumbing systems so that such pipes, conduits
and systems remain in good, safe, clean and sanitary condition, the costs of
which shall be Operating Costs.  If Tenant requires lighting other
than the standard lighting provided by Landlord for the Building, Tenant shall
be required to pay for such lighting, including the replacement of its own light
bulbs and ballasts or pay Landlord on demand for the costs
thereof.  Any replacement light bulbs and ballasts for standard
lighting provided by Landlord for the Building shall be at Landlord’s
cost.

     

    9.2           Tenant's Duty to Maintain
Premises.  Except as provided in subsection 9.1, the Tenant
shall keep and maintain the Premises and all fixtures and equipment located
therein in a good, safe, clean and sanitary condition consistent with the
operation of a first-class office building, and in compliance with all Legal
Requirements applicable to the use, occupancy and alteration of the Premises.
Except as provided in subsection 9.1, all injury, breakage and damage to the
Premises (and to any other part of the Building and/or the Project, if caused by
any act or omission of the Tenant, its agents, concessionaires, officers,
employees, licensees, invitees or contractors) shall be repaired or replaced by
the Tenant at its expense The Tenant shall keep the Premises in a neat, clean
and orderly appearance to a standard reasonably satisfactory to the
Landlord.  The Tenant shall surrender the Premises at the expiration
of the Term or at such other time as the Tenant may vacate the Premises in
accordance with Section 3.4 of the Lease.


    
      
         


      

      
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    10           IMPROVEMENTS.

     

    10.1.1        Initial Tenant
Improvements.  The Landlord shall, at its sole cost and expense
(except as set forth herein), diligently complete the improvements to the
Building and the Premises, including all architectural and mechanical plans and
construction drawings related thereto, in a good and workmanlike manner, in
accordance with all applicable laws and governmental requirements and in
accordance with the approved space plan, scope of work and specifications
attached hereto as Exhibit C (the “Landlord’s Work”) as
further refined and agreed to in accordance with that certain schedule as set
forth on Exhibit
F (the "Schedule of
Deliveries").  Landlord and Tenant shall work together to
achieve a LEED Commercial Interiors (CI) Certified level of certification for
the Premises.  Landlord shall provide Tenant with as-built CAD files
for the Premises after completion of Landlord’s Work.

     

    10.1.2         Change
Orders.  Tenant shall submit in writing any request for
additional work or improvements or any changes or modifications to the
Landlord’s Work, which shall be subject to Landlord’s approval, not to be
unreasonably withheld or delayed.  If Landlord estimates that such
additions, changes or modifications will increase the cost of Landlord’s Work
(“Tenant Excess”),
result in a Tenant Delay or otherwise delay Substantial Completion, then
Landlord shall advise Tenant within five (5) calendar days of Tenant’s request
of the cost of such change order and/or the delay in Substantial Completion that
is due to the change order and, subject to Tenant’s right to revoke or continue
with such request as provided hereinafter, the cost relating to such change
order would be Tenant's sole responsibility.  Tenant shall have five
(5) calendar days following receipt of such information from Landlord to elect
to (a) revoke such request, or (b) continue with the modifications (it
being agreed that Tenant’s failure to respond within such five (5) calendar day
period shall be deemed an election to continue with the
modifications).  Prior to the commencement of construction of
Landlord’s Work, or prior to making any changes to Landlord’s Work, as
applicable, Landlord may request that Tenant remit payment or authorization of
payment for the Tenant Excess to Landlord.  Notwithstanding anything
to the contrary herein, Landlord and Tenant may submit modifications to
Landlord’s Work costing less than $5,000 upon oral notice to the Tenant’s
Construction Contact and Landlord’s Construction Contact, as
applicable.  Such modifications shall be documented in writing within
five (5) calendar days after such oral request.  In the event of any
Tenant Excess, Landlord shall be obligated to spend excess money to make
additional tenant improvements only upon the satisfaction of the following two
conditions: (i) the Landlord obtains an acceptable equity or financing source
for the Tenant Excess, which equity or financing source shall be satisfactory to
Landlord in its sole discretion and (ii) the Tenant agrees to pay an increased
Base Rent in an amount necessary to amortize at ten percent (10%) the cost of
the Tenant Excess over the remaining Term of the Lease.  If Tenant
provides such additional funding, the promissory note and lease amendment in
connection therewith shall be in substantially the form attached hereto as Exhibit
E.


    
      
         


      

      
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    10.1.3         Construction
Contacts.  Tenant has designated Thomas Dziki to be Tenant’s
construction contact (“Tenant’s
Construction Contact”), who shall be entitled to field verify the
existing status of the Premises, inspect the construction work, attend the
periodic job-site meetings, and otherwise act on Tenant's behalf during
construction.  Landlord shall provide Tenant’s Construction Contact
with prior notice of all project meetings and copies of all material status
reports.  Landlord agrees that it shall cooperate, and shall cause its
contractor and Landlord's construction manager to cooperate, with Tenant's
Construction Contact.  Tenant may designate a substitute Tenant's
Construction Contact by written notice to Landlord.  Landlord has
designated Sam Bradner to be Landlord’s construction contact (“Landlord’s Construction
Contact”), who shall be Landlord’s liaison and be authorized to act on
Landlord's behalf during construction.  Tenant agrees that it shall
cooperate with Landlord’s Construction Contact and Landlord’s construction
manager.  Landlord's Construction Contact shall have full authority to
make all decisions on behalf of Landlord with respect to material or design
changes and change orders (to be documented and submitted to the construction
manager prior to completion), and any decisions made in the field by such
construction contact shall be binding upon Landlord.  Landlord may
designate a substitute Landlord's Construction Contact by written notice to
Tenant.

     

    10.1.4         Punchlist
Inspection.  Within twenty (20) days following Substantial
Completion, Tenant and Landlord shall inspect the Premises and Landlord and
Tenant shall prepare and execute a punchlist.  Landlord shall complete
as soon as conditions practically permit all punchlist items with a good faith
effort on the part of Landlord to complete the punchlist items within thirty
(30) days of the punchlist preparation and execution, and Tenant shall
reasonably cooperate with Landlord in using the Premises in a manner that will
not materially increase the cost of completion of the punchlist
items.  Tenant shall not be responsible for the costs of completion of
the punchlist items unless such costs are related to change orders approved in
accordance with Section 10.1.2 and are payable by Tenant.

     

    10.1.5         Construction.  As
of the date of this Lease, Tenant acknowledges that the Building and the Project
are under construction by the Landlord and that, during such construction,
disruptions and inconveniences to the Tenant may occur.  During the
construction and renovation of the Building and the Project, Tenant agrees to
provide Landlord with any and all access to the Premises as is necessary for
Landlord to complete the construction and renovation of the Building and the
Project, provided however, Landlord agrees to use its best efforts to minimize
any and all disruption and inconveniences to the Tenant.  In addition,
Tenant agrees to follow the rules and regulations with respect to a site under
construction, including, but not limited to, following all safety guidelines
posted around or in construction areas.  No construction activities
shall deprive the Tenant of access (ingress and egress) to and from the
Premises, the Parking Areas (except as permitted pursuant to Section 6.5.3(a)
above) or the number of allocated parking spaces as set forth in Section
6.5.3(b) above, or materially adversely affect the visibility of the Premises or
Tenant's ability to conduct business in the Premises.

     

    10.2           Tenant
Alterations.


    
      
         


      

      
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    10.2.1         The
Tenant shall not make any alteration, improvement or addition which affects the
structural portions of the Building or any non-structural interior alteration,
improvement or addition in the aggregate costing more than Fifty Thousand
Dollars ($50,000) (excluding painting, wallpapering and carpeting) (collectively
"Alterations") to the Premises without first:

     

    (a)           presenting
to the Landlord plans and specifications therefor and obtaining the Landlord's
written consent thereto (which shall not, in the case of (1) non-structural
interior Alterations, or (2) Alterations that would not affect any electrical,
mechanical, plumbing or other Building systems, be unreasonably withheld so long
as such Alterations will not violate applicable law, historic preservation
guidelines, or the provisions of this Lease, or impair the value of the
Premises, the Building or the rest of the Project or be visible from the
exterior of the Building) and

     

    (b)           obtaining
any and all governmental permits or approvals for such Alterations, which are
required by applicable law; provided, that (1) any and all contractors or
workmen performing such Alterations must first be approved by the Landlord, (2)
all work is performed in a good and workmanlike manner in compliance with all
applicable codes, rules, regulations and ordinances, and (3) the Tenant shall
restore the Premises to its condition immediately before such Alterations were
made, by not later than the date on which the Tenant vacates the Premises or the
Termination Date, whichever is earlier.

     

    10.2.2         The
Tenant shall be responsible for the cost of repairing any damage to the Building
caused by bringing therein any property for its use, or by the installation or
removal of such property, regardless of fault or by whom such damage is
caused.  Landlord shall have the right to require Tenant to remove any
Alterations at the expiration or early termination of the Term and restore the
Premises to substantially the condition prior to the completion of such
Alterations, provided that Landlord gives Tenant written notice of such
requirement prior to Tenant’s installation of such Alterations.

     

    10.3           Acceptance of
Possession.  The Tenant shall for all purposes of this Lease be
deemed to have accepted the Premises and the Building and to have acknowledged
them to be in the condition called for hereunder except with respect to those
latent defects and defects of which the Tenant notifies the Landlord within
sixty (60) days after the Rent Commencement Date, except that Tenant shall have
(a) thirty (30) days after completion of the punchlist to notify Landlord of any
defects in the punchlist items and (b) three hundred sixty-five (365) days after
the Rent Commencement Date to notify Landlord of any hidden or latent defects or
any defects to the HVAC system installed as part of Landlord's
Work.

     

    10.4           Fixtures.  Any
and all improvements, repairs, alterations and all other property attached to,
used in connection with or otherwise installed within the Premises by the
Landlord or the Tenant shall become the Landlord's property, without payment
therefor by the Landlord, immediately on the completion of their installation;
provided that any machinery, equipment or fixtures installed by the Tenant and
used in the conduct of the Tenant's trade or business (rather than to service
the Premises, the Building or the Project generally) and not part of the
Building Service Equipment shall remain the Tenant's property; but further
provided that if any leasehold improvements made by the Tenant replaced any part
of the Premises, such leasehold improvements that replaced any part of the
Premises shall be and remain the Landlord's property.


    
      
         


      

      
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    11       LANDLORD'S
RIGHT OF ENTRY.

     

    The
Landlord and its authorized representatives shall be entitled to enter the
Premises at any reasonable time during the Tenant's usual business hours after
giving the Tenant at least twenty-four (24) hours' oral or written notice
thereof, (a) to inspect the Premises, (b) to exhibit the Premises (i) to any
existing or prospective purchaser or Mortgagee thereof, or (ii) to any
prospective tenant thereof, provided that in doing so the Landlord and each such
invitee observes all reasonable safety standards and procedures which the Tenant
may require, and (c) to make any repair thereto and/or to take any other action
therein which the Landlord is permitted to take by this Lease or applicable law
(provided, that in any situation in which, due to an emergency or otherwise, the
Landlord reasonably believes the physical condition of the Premises, the
Building or any part of the Project would be unreasonably jeopardized unless the
Landlord were to take such action immediately, the Landlord shall not be
required to give such notice to the Tenant and may enter the same at any
time).  Nothing in this section shall be deemed to impose any duty on
the Landlord to make any such repair or take any such action, and the Landlord's
performance thereof shall not constitute a waiver of the Landlord's right
hereunder to have the Tenant perform such work.  Unless caused by the
negligence, intentionally tortuous or other act or omission of the Landlord, its
agents or employees, the Landlord shall not in any event be liable to the Tenant
for any inconvenience, annoyance, disturbance, loss of business or other damage
sustained by the Tenant by reason of the making of such repairs, the taking of
such action or the bringing of materials, supplies and equipment upon the
Premises during the course thereof, and the Tenant's obligations under this
Lease shall not be affected thereby; however, Landlord shall use reasonable
efforts to minimize any disruption to Tenant's use and occupancy of, or access
to, the Premises in connection with the exercise of the foregoing
rights.

     

    12       DAMAGE
OR DESTRUCTION.

     

    12.1           Option to
Terminate.  If during the Term either the Premises or any
portion of the Building or the Project are substantially damaged or destroyed by
fire or other casualty, the Landlord shall have the option (which it may
exercise by giving written notice thereof to the Tenant within ninety (90) days
after the date on which such damage or destruction occurs) to terminate this
Lease as of the date specified in such notice (which date shall not be earlier
than the thirtieth (30th) day after such notice is given).  On such
termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent
and other sums and charges payable by the Tenant hereunder and accrued through
such date (as justly apportioned to the date of such termination).  If
 the
Landlord does not terminate this Lease pursuant to this section, the Landlord
shall restore the Premises as soon thereafter as is reasonably possible to their
condition on the date of completion of the Landlord's Work, taking into account
any delay experienced by the Landlord in recovering the proceeds of any
insurance policy payable on account of such damage or destruction and in
obtaining any necessary permits.  Until the Premises are so repaired,
the Base Rent (and each installment thereof) and the Additional Rent shall abate
in proportion to the floor area of so much, if any, of the Premises as is
rendered substantially unusable by the Tenant by such damage or
destruction.  Notwithstanding the foregoing, if all or any portion of
the Premises shall be made untenantable by fire or other casualty, Landlord
shall, with reasonable promptness, provide Tenant with a written estimate of the
amount of time required to substantially complete the repair and restoration of
the Premises (the "Completion
Estimate").  If the Completion Estimate indicates that the
Premises cannot be repaired or restored within one hundred eighty (180) days
from the date of the casualty, then Tenant shall have the right to terminate
this Lease by giving written notice to the Landlord of such election within
fifteen (15) days after receipt of the Completion Estimate.  If Tenant
elects not to terminate this Lease, Landlord shall promptly commence repair and
restoration of the Premises and diligently pursue same to
completion.  Upon termination of this Lease pursuant to this
subsection, Tenant shall pay to the Landlord all Base Rent, Additional Rent and
other sums and charges payable by the Tenant hereunder and accrued through the
date of the casualty.


    
      
         


      

      
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    12.2           No Termination of
Lease.  Except as is otherwise expressly permitted by
subsection 12.1, no total or partial damage to or destruction of any or all of
the Premises shall entitle either party hereto to surrender or terminate this
Lease, or shall relieve the Tenant from its liability hereunder to pay in full
the Base Rent, any Additional Rent and all other sums and charges which are
otherwise payable by the Tenant hereunder, or from any of its other obligations
hereunder, and the Tenant hereby waives any right now or hereafter conferred
upon it by statute or otherwise, on account of any such damage or destruction,
to surrender this Lease, to quit or surrender any or all of the Premises, or to
have any suspension, diminution, abatement or reduction of the Base Rent or any
Additional Rent or other sum payable by the Tenant hereunder.

     

    13       CONDEMNATION.

     

    13.1           Termination of
Lease.  If any or all of the Premises and/or of that portion of
the Building in which the Premises is located is taken by the exercise of any
power of eminent domain or is conveyed to or at the direction of any
governmental entity under a threat of any such taking (each of which is herein
referred to as a "Condemnation"), this Lease
shall terminate on the date on which the title to so much of the Premises as is
the subject of such Condemnation vests in the condemning authority, unless the
parties hereto otherwise agree in writing.  If this Lease is not
terminated pursuant to this subsection, the Landlord shall restore any of the
Premises damaged by such Condemnation substantially to its condition immediately
before such Condemnation, as soon after the Landlord's receipt of the proceeds
of such Condemnation as is reasonably possible under the
circumstances.

     

    13.2           Condemnation
Proceeds.  Regardless of whether this Lease is terminated under
this section, the Tenant shall have no right in any such Condemnation to make
any claim on account thereof against the condemning authority, except that the
Tenant may make a separate claim for the Tenant's moving expenses and the value
of the Tenant's trade fixtures, provided that such claim does not reduce the
sums otherwise payable by the condemning authority to the
Landlord.  Except as aforesaid, the Tenant hereby (a) waives all
claims which it may have against the Landlord or such condemning authority by
virtue of such Condemnation, and (b) assigns to the Landlord all such claims
(including but not limited to all claims for leasehold damages or diminution in
value of the Tenant's leasehold interest hereunder).


    
      
         


      

      
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    13.3           Effect on
Rent.  If this Lease is terminated under this section, any Base
Rent, any Additional Rent and all other sums and charges required to paid by the
Tenant hereunder shall be apportioned and paid to the date of such
termination.  If this Lease is not so terminated in the event of a
Condemnation, the Base Rent (and each installment thereof) and the Additional
Rent shall be abated from the date on which the title to so much, if any, of the
Premises as is the subject of such Condemnation vests in the condemning
authority, through the Termination Date, in proportion to the floor area of such
portion of the Premises as is the subject of such Condemnation.

     

    13.4           No Termination of
Lease.  Except as otherwise expressly provided in this section,
no partial Condemnation shall entitle either party hereto to surrender or
terminate this Lease, or shall relieve the Tenant from its liability hereunder
to pay in full the Base Rent, any Additional Rent and all other sums and charges
which are otherwise payable by the Tenant hereunder, or from any of its other
obligations hereunder, and the Tenant hereby waives any right now or hereafter
conferred upon it by statute or otherwise, on account of any such Condemnation,
to surrender this Lease, to quit or surrender any or all of the Premises, or to
receive any suspension, diminution, abatement or reduction of the Base Rent or
any Additional Rent or other sum payable by the Tenant hereunder.

     

    14       ASSIGNMENT
AND SUBLETTING.

     

    14.1           Landlord's Consent
Required.  The Tenant shall not assign this Lease, in whole or
in part, nor sublet all or any part of the Premises, nor license concessions or
lease departments therein, nor otherwise permit any other person to occupy or
use any portion of the Premises (collectively, a "Transfer"), without in each
instance first obtaining the written consent of the Landlord, which consent may
not be unreasonably withheld or delayed.  Notwithstanding the
foregoing, Tenant shall have the right without Landlord’s prior written consent
to assign this Lease or sublet all or any part of the Premises to any parent,
subsidiary, affiliate corporation of the survivor of any merger or to the
purchaser of all or substantially all of the assets of
Tenant.  Consent by the Landlord to any assignment, subletting,
licensing or other transfer shall not (i) constitute a waiver of the requirement
for such consent to any subsequent assignment, subletting, licensing or other
Transfer, (ii) relieve the Tenant from its duties, responsibilities and
obligations under this Lease, or (iii) relieve any guarantor of this Lease from
such guarantor's obligations under its guaranty agreement.

     

    14.2           Acceptance of Rent from
Transferee.  The acceptance by the Landlord of the payment of
Rent from any person following any act, assignment or other Transfer prohibited
by this section shall not constitute a consent to such act, assignment or other
Transfer, nor shall the same be deemed to be a waiver of any right or remedy of
the Landlord's hereunder.

     

    14.3           Conditions of
Consent.  All reasonable costs incurred by the Landlord in
connection with any request for consent to a Transfer, including reasonable
costs of investigation and the reasonable fees of the Landlord's counsel, which
costs shall not exceed One Thousand Five Hundred Dollars ($1,500.00), shall be
paid by the Tenant on demand as a further condition of any consent which may be
given.


    
      
         


      

      
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    14.4           Profits from Use or
Transfer.  The Tenant agrees that in the event of a Transfer
requiring Landlord’s consent, the Tenant shall pay the Landlord, within ten (10)
days after receipt thereof, fifty percent (50%) of the excess of (i) any and all
consideration, money or thing of value, however characterized, received by the
Tenant or payable to the Tenant in connection with or arising out of such
Transfer, over (ii) all amounts otherwise payable by the Tenant to the Landlord
pursuant to this Lease, less any and all reasonable costs incurred by Tenant in
effecting the Transfer.  The sums payable pursuant to this Section
14.4 are in addition to Tenant’s or Tenant’s transferee’s obligation to pay Base
Rent, Additional Rent, and all other sums payable pursuant to the terms of this
Lease.

     

    14.5           Landlord's Right of
Recapture.  If Tenant intends to sublease any portion of the
Premises or assign this Lease, which subletting or assignment requires Landlord
consent under Section 14.1, then Tenant shall give written notice of such intent
to Landlord, which notice shall constitute an offer to Landlord to recapture the
Premises, or the portion of the Premises covered by such sublease, as the case
may be.  Tenant's notice to Landlord shall identify the specific
"Rentable Area" of the Premises subleased or indicate that the Lease is to be
assigned, and the date of commencement and termination of the sublease or the
effective date for the assignment, and shall include a copy of all of the
documents relating to such sublease or assignment.  Within thirty (30)
days after Landlord's receipt of Tenant's notice, Landlord may at its sole
option elect to recapture the Premises or such portion thereof, as the case may
be, by giving Tenant written notice thereof.  If Landlord exercises
its option, Tenant shall notify the prospective subtenant or assignee of
Landlord's election, shall terminate the agreement with such prospective
subtenant or assignee if so directed by Landlord, and shall surrender the space
to Landlord pursuant to a written partial or total surrender of lease, as
applicable, reasonably satisfactory to both parties, providing for the
termination of this Lease with respect to the Premises or such portion thereof
and the parties' obligations to each other with respect to such
space.  Upon any partial termination under this Section 14.5, (x) the
Rentable Area of the Premises shall be adjusted, and the base rent and
additional rent shall be pro-rated as of the date of termination and shall be
abated following the termination as to the surrendered Rentable Area, and (y)
Landlord, at Landlord's sole cost and expense, shall construct Building standard
demising walls to separate the space covered by such partial termination from
the remaining part of the Premises.

     

    15       RULES
AND REGULATIONS.

     

    The
Landlord shall have the right to prescribe, at its sole discretion, the Rules
and Regulations.  The Rules and Regulations may govern, without
limitation, the use of sound apparatus, noise or vibrations emanating from
machinery or equipment, obnoxious fumes and/or odors, the parking of vehicles,
lighting and storage and disposal of trash and garbage.  The Landlord
will not enforce the Rules and Regulations in a discriminatory manner and will
make reasonable efforts to enforce the Rules and Regulations uniformly against
all tenants.  The Tenant shall adhere to the Rules and Regulations and
shall cause its agents, employees, invitees, visitors and guests to do
so.  A copy of the Rules and Regulations in effect on the date hereof
is attached hereto as Exhibit D. The
Landlord shall have the right to amend the Rules and Regulations from time to
time, provided that such amendment shall not have a material adverse effect on
Tenant’s use of the Premises.  In the event of a conflict between the
terms set forth in the Rules and Regulations and the terms set forth in this
Lease, the terms set forth in this Lease shall govern.


    
      
         


      

      
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    16       SUBORDINATION
AND ATTORNMENT.

     

    16.1           Subordination.

     

    16.1.1        Unless
a Mortgagee otherwise shall elect as provided herein, the Tenant's rights under
this Lease are and shall remain subject and subordinate to the operation and
effect of any mortgage, deed of trust or other security instrument constituting
a lien upon the Premises, and/or the Project, whether the same shall be in
existence on the date hereof or created hereafter (any such lease, mortgage,
deed of trust or other security instrument being referred to herein as a
"Mortgage," and the party or parties having the benefit of the same, whether as
beneficiary, trustee or noteholders being referred to hereinafter collectively
as "Mortgagee"), provided that any subordination shall provide for
non-disturbance in favor of the Tenant so that in the event of any foreclosure
of the Mortgage, so long as Tenant is not in default of its obligations under
this Lease and agrees to attorn to a foreclosure sale purchaser, Tenant’s rights
under this Lease shall not be disturbed.  The Tenant's acknowledgment
and agreement of subordination as provided for in this section is self-operative
and no other instrument of subordination shall be required; however, the Tenant
shall execute, within ten (10) days after request therefor, a reasonable
document providing for such further assurance thereof and for such other matters
as shall be requisite or as may be requested from time to time by the Landlord
or any Mortgagee.  At Tenant’s request, Landlord agrees to use
commercially reasonable efforts to obtain a commercially reasonable
subordination, attornment and non-disturbance agreement on Landlord’s current
mortgagee’s standard form.

     

    16.1.2        The
Landlord hereby directs the Tenant, upon (i) the occurrence of any event of
default by the Landlord, as mortgagor under any Mortgage, (ii) the receipt by
the Tenant of a notice of the occurrence of such event of default under such
Mortgage from the Landlord or such Mortgagee, or (iii) a direction by the
Mortgagee under such Mortgage to the Tenant to pay all Rent thereafter to such
Mortgagee, to make such payment to such Mortgagee, and the Landlord agrees that
in the event that the Tenant makes such payments to such Mortgagee, as
aforesaid, the Tenant shall not be liable to the Landlord for the
same.  In addition, the Mortgagee (and any person who acquires the
property from Mortgagee) shall not be responsible for security deposits not
actually received by the Mortgagee, or its affiliate, after the Mortgagee, or
its affiliate, becomes the owner of the property.

     

    16.2           Mortgagee's Unilateral
Subordination.  If a Mortgagee shall so elect by notice to the
Tenant or by the recording of a unilateral declaration of subordination, this
Lease and the Tenant's rights hereunder shall be superior and prior in right to
the Mortgage of which such Mortgagee has the benefit, with the same force and
effect as if this Lease had been executed, delivered and recorded prior to the
execution, delivery and recording of such Mortgage, subject, nevertheless, to
such conditions as may be set forth in any such notice or
declaration.

     

    16.3           Attornment.  If
any Person shall succeed to all or any part of the Landlord's interest in the
Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power
of sale, termination of lease or otherwise, and if such successor-in-interest
requests or requires, the Tenant shall attorn to such successor-in-interest and
shall execute within ten (10) after receipt thereof an agreement in confirmation
of such attornment in a form as may be reasonably requested by such
successor-in-interest.  Failure to respond within such ten (10) day
period shall be deemed to be a confirmation by the Tenant of the facts and
matters set forth therein.


    
      
         


      

      
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    16.4           Superior
Leases.  Tenant acknowledges that Landlord may restructure the
ownership of the Project involving one or more ground leases or master leases
(the "Superior Leases").  In such event, Tenant agrees that this Lease
will be automatically subordinated to such Superior Leases or, at Landlord's
option, Tenant enter into a new sublease with the applicable master lessee upon
substantially the same terms and conditions as are set forth herein, provided
that in connection with such subordination or such new sublease, so long as
Tenant is not in default hereunder beyond the expiration of any notice and cure
period, in the event of a termination of any Superior Lease, Tenant's rights of
use and occupancy shall not be disturbed and this Lease will automatically
become a direct lease with the landlord under the Superior Lease.

     

    17           DEFAULTS
AND REMEDIES.

     

    17.1           "Event of Default"
Defined.  Any one or more of the following events shall
constitute a default under the terms of this Lease ("Event of
Default"):

     

    (a)           the
failure of the Tenant to pay any Rent or other sum of money due hereunder to the
Landlord or any other person within ten (10) days after written notice that the
same is due;

     

    (b)           the
filing of a petition proposing the adjudication of the Tenant as a bankrupt or
insolvent, or the reorganization of the Tenant, or an arrangement by the Tenant
with its creditors, whether pursuant to the Federal Bankruptcy Act or any
similar federal or state proceeding, unless such petition is filed by a party
other than the Tenant and is withdrawn or dismissed within ninety (90) days
after the date of its filing;

     

    (c)           the
appointment of a receiver or trustee for the business or property of the Tenant,
unless such appointment is vacated within ninety (90) days of its
entry;

     

    (d)           the
making by the Tenant of an assignment for the benefit of  its
creditors;

     

    (e)           a
default by the Tenant in the performance or observance of any covenant or
agreement of this Leases to be performed or observed by the Tenant (other than
as set forth in clauses (a) through (d) above), which default is not cured
within thirty (30) days after the giving of written notice thereof by the
Landlord, unless such default is of such nature that it cannot be cured within
such 30-day period, in which event an Event of Default shall not be deemed to
have occurred if the Tenant institutes a cure within the 30-day period and
thereafter diligently and continuously prosecutes the curing of the same until
completion, but in no event shall such cure period exceed ninety (90) days;
provided, however, that if the Tenant defaults in the performance of any such
covenant or agreement more than once in any twelve (12) month period during the
Term, then notwithstanding that such defaults have each been cured by the
Tenant, any further defaults shall be deemed an Event of Default without the
ability to cure; or

     

    (f)           the
vacating or abandonment of the Premises by the Tenant at any time during the
Term.


    
      
         


      

      
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    17.2           Landlord's
Remedies.  Upon the occurrence of an Event of Default, the
Landlord, without notice to the Tenant in any instance (except where expressly
provided for below), may do any one or more of the following:

     

    (a)           perform,
on behalf and at the expense of the Tenant, any obligation of the Tenant under
this Lease which the Tenant has failed to perform beyond any applicable grace or
cure periods and of which the Landlord shall have given the Tenant notice
(except in an emergency situation in which no notice is required), the cost of
which performance by the Landlord, together with interest thereon at the Default
Rate from the date of such expenditure, shall be deemed Additional Rent and
shall be payable by the Tenant to the Landlord as otherwise set forth
herein;

     

    (b)           elect
to terminate this Lease and the tenancy created hereby by giving notice of such
election to the Tenant without any right on the part of the Tenant to save the
forfeiture by payment of any sum due or by other performance of condition, term,
agreement or covenant broken, or elect to terminate the Tenant's possessory
rights and all other rights of the Tenant without terminating this Lease, and in
either event, at any time thereafter without notice or demand and without any
liability whatsoever, re-enter the Premises by force, summary proceedings or
otherwise to the extent permitted by applicable law, and remove the Tenant and
all other persons and property from the Premises, and store such property in a
public warehouse or elsewhere at the cost and for the account of the Tenant
without resort to legal process and without the Landlord being deemed guilty of
trespass or becoming liable for any loss or damage occasioned thereby;
and

     

    (c)           exercise
any other legal and/or equitable right or remedy which it may have at law or in
equity, including rights of specific performance and/or injunctive relief, where
appropriate.

     

    17.3           Damages.

     

    17.3.1        If
this Lease or Tenant’s right to possession is terminated by the Landlord
pursuant to subsection 17.2, the Landlord shall use commercially reasonable
efforts to relet the Premises and to otherwise mitigate its damages hereunder
(provided, however, that such duty shall not be construed to require Landlord to
lease the Premises in preference to other premises owned by Landlord and
available for lease), and the Tenant nevertheless shall remain liable for any
Rent and damages which may be due or sustained prior to such termination, as
well as all reasonable costs, fees and expenses incurred by the Landlord in
pursuit of its remedies hereunder, and/or in connection with any bankruptcy
proceedings of the Tenant, and/or in connection with renting the Premises to
others from time to time plus either:

     

    (i)           the
Rent which, but for the termination of this Lease, would have become due during
the remainder of the Term, less the amount or amounts of rent, if any, which the
Landlord receives during such period from others to whom the Premises may be
rented (other than any additional rent received by the Landlord as a result of
any failure of such other person to perform any of its obligations to the
Landlord), in which case damages shall be computed and payable in monthly
installments, in advance, on the first business day of each calendar month
following the termination of this Lease and shall continue until the date on
which the Term would have expired but for such termination, and any action or
suit brought to collect any such damages for any month shall not in any manner
prejudice the right of the Landlord to collect any damages for any subsequent
months by similar proceeding; or


    
      
         


      

      
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    (ii)           liquidated
damages equal to the present worth (as of the date of such termination) of the
Rent which, but for the termination of this Lease, would have become due during
the remainder of the Term, less the fair rental value of the Premises, as
determined by an independent real estate broker selected by the Landlord, in
which case such damages shall be payable to the Landlord in one lump sum on
demand, and shall bear interest at the Default Rate.  "Present worth"
shall be computed by discounting such amount to present worth at a rate equal to
one percentage point above the discount rate then in effect at the Federal
Reserve Bank.

     

    17.3.2        Notwithstanding
anything to the contrary set forth in this subsection 17.3, if either party
commences an action against the other party arising out of or in connection with
this Lease, the prevailing party shall be entitled to have and recover from the
losing party reasonable attorneys' fees, costs of suit, investigation expenses
and discovery costs, including costs of appeal.

     

    17.4           Waiver of Jury
Trial.  Each party hereto hereby waives any right which it may
otherwise have at law or in equity to a trial by jury in connection with any
suit or proceeding at law or in equity brought by the other against the waiving
party or which otherwise relates to this lease, as a result of an event of
default or otherwise.  The Tenant agrees that in the event the
Landlord commences any summary proceeding for nonpayment of rent or possession
of the Premises, the Tenant will not, and hereby waives, all right to interpose
any counterclaim of whatever nature in any such proceeding.

     

    18       ESTOPPEL
CERTIFICATE.

     

    From
time to time, within ten (10) days after request from the Landlord, Tenant
agrees to execute a written estoppel certificate in form and substance as may be
reasonably requested from time to time by the Landlord, or any Mortgagee,
certifying to any Mortgagee, any purchaser of Landlord's interest in all or any
part of the Property, or any other person or entity designated by Landlord, as
of the date of such estoppel certificate, the following: (a) whether the Tenant
is in possession of the Premises; (b) whether this Lease is in full force and
effect; (c) whether there are any amendments to this Lease, and if so,
specifying such amendments; (d) whether there are any then-existing setoffs or
defenses against the enforcement of any rights hereunder, and if so, specifying
such matters in detail; (e) the dates, if any, to which any rent or other sums
due hereunder have been paid in advance and the amount of any security deposit
held by the Landlord; (f) that the Tenant has no knowledge of any then-existing
defaults of the Landlord under this Lease, or if there are such defaults,
specifying them in detail; (g) that the Tenant has no knowledge of any event
having occurred that authorized the termination of this Lease by the Tenant, or
if such event has occurred, specifying it in detail; (h) the address to which
notices to the Tenant should be sent; and (i) any and all other matters
reasonably requested by the Landlord, any Mortgagee and/or any other person or
entity designated by the Landlord.  Any such estoppel certificate may
be relied upon by the person or entity to whom it is directed or by any other
person or entity who could reasonably be expected to rely on it in the normal
course of business.  The failure of the Tenant to execute, acknowledge
and deliver such a certificate in accordance with this section within ten (10)
days after a request therefor by the Landlord shall constitute an acknowledgment
by the Tenant, which may be relied on by any person or entity who would be
entitled to rely upon any such certificate, that such certificate as submitted
by the requesting party to the other party is true and correct, and the
requesting party is hereby authorized to so certify.

     

    



    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

    19       QUIET
ENJOYMENT.

     

    The
Landlord hereby warrants that, so long as all of the Tenant's obligations
hereunder are timely performed, the Tenant will have during the Term quiet and
peaceful possession of the Premises and enjoyment of such rights as the Tenant
may hold hereunder to use the Common Areas, except if and to the extent that
such possession and use are terminated pursuant to this
Lease.  

     

    20       NOTICES.

     

    Except
as may be otherwise provided in this Lease, any notice, demand, consent,
approval, request or other communication or document to be provided hereunder to
the Landlord or the Tenant (a) shall be in writing, and (b) shall be deemed to
have been provided (i) two (2) days following the date sent as certified mail in
the United States mails, postage prepaid, return receipt requested, (ii) on the
day following the date it is deposited prior to the close of business with
Federal Express or another national courier service or (iii) on the date of hand
delivery (if such party's receipt thereof is acknowledged in writing), in each
case to the address of such party set forth hereinbelow or to such other address
as such party may designate from time to time by notice to each other party
hereto.

     

    If
to the Landlord, notice shall be sent to:

    


    Struever
Bros. Eccles & Rouse, Inc.

    1040
Hull Street, Suite 200

    Baltimore,
Maryland  21230

    Attention:  Asset
Management

     

    with
a copy to:

     

    John
P. Machen, Esquire

    DLA
Piper LLP (US)

    6225
Smith Avenue

    Baltimore,
Maryland  21209


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    If
to the Tenant, notice shall be sent to:

     

    Prior
to occupancy:

     

    260
Lake Road

    Dayville,
Connecticut 06241

    Attention:  Thomas
A. Dziki

    


    After
occupancy:

    


    The
Premises

    Attention:  Thomas
A. Dziki

    


    with
a copy to:

    


    Joseph
A. Anesta, Esq.

    Cameron
& Mittleman LLP

    56
Exchange Terrace

    Providence,
Rhode Island  02903

     

    21       GENERAL

     

    21.1           Effectiveness.  This
Lease shall become effective on and only on its execution and delivery by each
party hereto.

     

    21.2           Complete
Understanding.  This Lease represents the complete
understanding between the parties hereto as to the subject matter hereof, and
supersedes all prior negotiations, representations, guaranties, warranties,
promises, statements and agreements, either written or oral, between the parties
hereto as to the same.

     

    21.3           Amendment.  This
Lease may be amended by and only by an instrument executed and delivered by each
party hereto.

     

    21.4           Waiver.  No
party hereto shall be deemed to have waived the exercise of any right which it
holds hereunder unless such waiver is made expressly and in writing (and,
without limiting the generality of the foregoing, no delay or omission by any
party hereto in exercising any such right shall be deemed a waiver of its future
exercise).  No such waiver made in any instance involving the exercise
of any such right shall be deemed a waiver as to any other such instance or any
other such right.  Without limiting the generality of the foregoing
provisions of this subsection, the Landlord's receipt or acceptance of any Base
Rent, Additional Rent or other sum from the Tenant or any other person shall not
be deemed a waiver of the Landlord's right to enforce any of its rights
hereunder on account of any default by the Tenant in performing its obligations
hereunder.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    21.5           Applicable
Law.  This Lease shall be given effect and construed by
application of the laws of Rhode Island and any action or proceeding arising
hereunder shall be brought in the courts of Rhode Island.

     

    21.6           Commissions.  The
parties hereto hereby acknowledge and agree that, in connection with the leasing
of the Premises hereunder, they have used the services of CB Richard Ellis-New
England.  Any and all commissions due such brokers shall be paid in
accordance with the terms and conditions set forth in a separate written
agreement or agreements between the Landlord and such broker.  Subject
to the foregoing, each party hereto hereby represents and warrants to the other
that, in connection with such leasing, the party so representing and warranting
has not dealt with any real estate broker, agent or finder, and there is no
commission, charge or other compensation due on account thereof.  Each
party hereto shall indemnify and hold harmless the other against and from any
inaccuracy in such party's representation.

     

    21.7           Landlord's
Liability.   No Person holding the Landlord's interest
hereunder (whether or not such Person is named as the "Landlord" herein) shall
have any liability hereunder after such Person ceases to hold such interest,
except for any such liability accruing while such Person holds such
interest.  No Mortgagee not in possession of the Premises shall have
any liability hereunder.  Neither the Landlord nor any principal of
the Landlord, whether disclosed or undisclosed, shall have any personal
liability under this Lease.  If the Landlord defaults in performing
any of its obligations hereunder or otherwise, the Tenant shall look solely to
the Landlord's equity, interest and rights in the Project and the proceeds
thereof to satisfy the Tenant's remedies on account thereof.

     

    21.8           Remedies
Cumulative.  No reference to any specific right or remedy shall
preclude the Landlord from exercising any other right or from having any other
remedy or from maintaining any action to which it may otherwise be entitled at
law or in equity.  No failure by the Landlord to insist upon the
strict performance of any agreement, term, covenant or condition hereof, or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial Rent during the continuance of any such breach, shall
constitute a waiver of any such breach, agreement, term, covenant or
condition.  No waiver by either party of any breach by the other party
under this Lease or of any breach by any other tenant under any other lease of
any portion of the Building shall affect or alter this Lease in any way
whatsoever.

     

    21.9           Severability.  No
determination by any court, governmental or administrative body or agency or
otherwise that any provision of this Lease or any amendment hereof is invalid or
unenforceable in any instance shall affect the validity or enforceability of (a)
any other provision hereof, or (b) such provision in any circumstance not
controlled by such determination.  Each such provision shall remain
valid and enforceable to the fullest extent allowed by, and shall be construed
wherever possible as being consistent with, applicable law.

     

    21.10         Authority.  If
the Tenant is a corporation partnership, limited liability company or similar
entity, the person executing this Lease on behalf of the Tenant represents and
warrants that (a) the Tenant is duly organized and validly existing and (b) this
Lease (i) has been authorized by all necessary parties, (ii) is validly executed
by an authorized officer or agent of the Tenant and (iii) is binding upon and
enforceable against the Tenant in accordance with its terms.

     

    21.11         Recordation.  Except
for a memorandum of lease which has been approved by Landlord, neither this
Lease, any amendment to this Lease, nor any memorandum, affidavit or other item
with respect thereto shall be recorded by the Tenant or by anyone acting
through, under or on behalf of the Tenant, and the recording thereof in
violation of this provision shall (i) be deemed an Event of Default and (ii) at
the Landlord's election, make this Lease null and void.

     

    21.12         Headings.  The
headings of the sections, subsections, paragraphs and subparagraphs hereof are
provided herein for and only for convenience of reference and shall not be
considered in construing their contents.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    21.13         Construction.  As
used herein, all references made (a) in the neuter, masculine or feminine gender
shall be deemed to have been made in all such genders; (b) in the singular or
plural number shall be deemed to have been made, respectively, in the plural or
singular number as well; and (c) to any section, subsection, paragraph or
subparagraph shall be deemed, unless otherwise expressly indicated, to have been
made to such section, subsection, paragraph or subparagraph of this
Lease.

     

    21.14         Exhibits.  Each
writing or drawing referred to herein as being attached hereto as a schedule, an
exhibit or otherwise designated herein as a schedule or an exhibit hereto is
hereby made a part hereof.

     

    IN
WITNESS WHEREOF, each party hereto has executed and ensealed this Lease, or
caused it to be executed and ensealed on its behalf by its duly authorized
representatives, on the date first above written.

     

    
      
        
          	
                  WITNESS
      or ATTEST:

                	
                  LANDLORD:

                
	 	 
	 
      	
                  ALCO
      CITYSIDE FEDERAL LLC

                
	 
      	 
      
	
                  /s/
      Catherine A. Hearn        

                	
                  By: /s/ J. Martin Lastner      
      (SEAL)

                
	 
      	
                  Name:
      J. Martin Lastner    

                
	 
      	
                  Title:
      Agent            

                
	 
      	 
      
	 
      	 
      
	
                  WITNESS
      or ATTEST:

                	
                  TENANT:

                
	 
      	 
      
	 
      	
                  UNITED
      NATURAL FOODS, INC.

                
	 
      	 
      
	
                  /s/
      Thomas A. Dziki            
      

                	
                  By:
      /s/ Mark E. Shamber      
      (SEAL)

                
	 
      	
                  Name:
      Mark Shamber

                
	 
      	
                  Title:
      Chief Financial
Officer

                


        

      




    
      
         


      

      
        38

        
          

        

      

      
         


      

    

    


     

    EXHIBIT
A

     

    Site
Plan showing Project and Building

     

    



    
      
         


      

      
        39

        
          

        

      

      
         


      

    

    


     

    EXHIBIT
B

     

    Drawing
showing approximate location of Premises

     

    


     

    



    
      
         


      

      
        40

        
          

        

      

      
         


      

    

    


     

    Exhibit
C

     

    Tenant
Improvements/Space Plan

     

    


     

    



    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

     

    EXHIBIT
D

     

    Current
Rules and Regulations

     

    
      	
              1.

            	
              The
      sidewalks, passages, driveways, stairways and other Common Areas shall not
      be obstructed by the Tenant or Tenant’s agents, employees, or invitees or
      used by the Tenant for any purpose other than ingress and egress from and
      to the Tenant's premises.  The Landlord shall in all cases
      retain the right to control or prevent access thereto by any person whose
      presence, in the Landlord's judgment, would be prejudicial to the safety,
      peace, character or reputation of the property or of any tenant of the
      Project.

            


    

     

    
      	
              2.

            	
              The
      toilet rooms, water closets, sinks, faucets, plumbing and other service
      apparatus of any kind shall not be used by the Tenant for any purpose
      other than those for which they were installed, and no sweepings, rubbish,
      rags, ashes, chemicals or other refuse or injurious substances shall be
      placed therein or used in connection therewith by the Tenant, or left by
      the Tenant in the lobbies, passages, elevators or stairways of the
      Building.  The expense of any breakage, stoppage or damage to
      such sinks, toilets and the like shall be borne by the tenant who, or
      whose employees, contractors or invitees, caused
  it.

            


    

     

    
      	
              3.

            	
              No
      skylight, window, door or transom of the Building shall be covered or
      obstructed by the Tenant, and no window shade, blind, curtain, screen,
      storm window, awning, canopy or other material shall be installed or
      placed on any window or in any window space, except as approved in writing
      by the Landlord.  If the Landlord has installed or hereafter
      installs any shade, blind or curtain in the Premises, the Tenant shall not
      remove it without first obtaining the Landlord's written consent
      thereto.  The color and design of any shade, blind, curtain,
      screen, storm window, awning, canopy or other material must be in
      accordance with Landlord’s Building
standards.

            


    

     

    
      	
              4.

            	
              No
      sign, lettering, insignia, advertisement, notice or other thing shall be
      inscribed, painted, installed, erected or placed in any portion of the
      Premises which may be seen from outside the Building, or on any window,
      window space or other part of the exterior or interior of the Building,
      unless first approved in writing by the Landlord.  Names on
      suite entrances may be provided by and only by the Landlord and at the
      Tenant's expense, using in each instance lettering of a design and in a
      form consistent with the other lettering in the Building, or as approved
      in writing by the Landlord, which approval shall not be unreasonably
      withheld.

            


    

     

    
      	
              5.

            	
              The
      Tenant shall not place any other or additional lock upon any door within
      the Premises or elsewhere upon the Project, and the Tenant shall surrender
      all keys for all such locks at the end of the Term.  The
      Landlord shall provide the Tenant with one set of keys to the Premises
      when the Tenant assumes possession
thereof.

            


    

     

    
      	
              6.

            	
              The
      Tenant shall not do or permit to be done anything that obstructs or
      interferes with the rights of any other tenant of the
      Project.  No bird, fish or animal shall be brought into or kept
      in or about the Premises, the Building and/or the
  Project.

            


    


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    
      	
              7.

            	
              If
      the Tenant desires to install signaling, telegraphic, telephonic,
      protective alarm or other wires, apparatus or devices within the Premises,
      the Landlord shall direct where and how they are to be installed and,
      except as so directed, no installation, boring or cutting shall be
      permitted.  The Landlord shall have the right (a) to prevent or
      interrupt the transmission of excessive, dangerous or annoying current of
      electricity or otherwise into or through the Premises, the Building and/or
      the Project, (b) to require the changing of wiring connections or layout
      at the Tenant's expense, to the extent that the Landlord may deem
      necessary, (c) to require compliance with such reasonable rules as the
      Landlord may establish relating thereto, and (d) in the event of
      noncompliance with such requirements or rules, immediately to cut wiring
      or do whatever else it considers necessary to remove the danger, annoyance
      or electrical interference with apparatus in any part of the Building
      and/or the Project.  Each wire installed by the Tenant must be
      clearly tagged at each distributing board and junction box and elsewhere
      where required by the Landlord, with the number of the office to which
      such wire leads and the purpose for which it is used, together with the
      name of the Tenant or other concern, if any, operating or using
      it.

            


    

     

    
      	
              8.

            	
              A
      directory shall be provided by the Landlord on the ground floor of the
      Building or elsewhere within the Project, on which the Tenant's name may
      be placed.

            


    

     

    
      	
              9.

            	
              The
      Landlord shall in no event be responsible for admitting or excluding any
      person from the Premises.  In case of invasion, hostile attack,
      insurrection, mob violence, riot, public excitement or other commotion,
      explosion, fire or any casualty, the Landlord shall have the right to bar
      or limit access to the Project to protect the safety of occupants of the
      Project, or any property within the
Project.

            


    

     

    
      	
              10.

            	
              The
      use of any area within the Building as sleeping quarters is strictly
      prohibited at all times.

            


    

     

    
      	
              11.

            	
              The
      Tenant shall keep the windows and doors of the Premises (including those
      opening on corridors and all doors between rooms entitled to receive
      heating or air conditioning service and rooms not entitled to receive such
      service) closed while the heating or air-conditioning system is operating,
      in order to minimize the energy used by, and to conserve the effectiveness
      of, such systems.  The Tenant shall comply with all reasonable
      rules and regulations from time to time promulgated by the Landlord with
      respect to such systems or their
use.

            


    

     

    
      	
              12.

            	
              The
      Landlord shall have the right to prescribe the weight and position of
      inventory and of other heavy equipment or fixtures, which shall, if
      considered necessary by the Landlord, stand on plank strips to distribute
      their weight.  Any and all damage or injury to the Project
      arising out of the Tenant's equipment being on the property shall be
      repaired by the Tenant at its expense.  The Tenant shall not
      install or operate any machinery whose installation or operation may
      affect the structure of the Building without first obtaining the
      Landlord's written consent thereto, and the Tenant shall not install any
      other equipment of any kind or nature whatsoever which may necessitate any
      change, replacement or addition to, or in the use of, the water system,
      the heating system, the plumbing system, the air-conditioning system or
      the electrical system of the Premises, the Building or the Project without
      first obtaining the Landlord's written consent
      thereto.  Business machines and mechanical equipment belonging
      to the Tenant which cause noise or vibration that may be transmitted to
      the structure of the Building, any other buildings on the Project, or any
      space therein to such a degree as to be objectionable to the Landlord or
      to any tenant, shall be installed and maintained by the Tenant, at its
      expense, on vibration eliminators or other devices sufficient to eliminate
      such noise and vibration.  The Tenant shall remove promptly from
      any sidewalks and other areas on the Project any of the Tenant's
      furniture, equipment, inventory or other material delivered or deposited
      there.

            


    


    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    
      	
              13.

            	
              The
      Tenant shall not place or permit its agents, employees or invitees to
      place any thing or material on the roof or in the gutters and downspouts
      of the Building or cut, drive nails into or otherwise penetrate the roof,
      without first obtaining the Landlord's written consent
      thereto.  The Tenant shall be responsible for any damage to the
      roof caused by its employees or contractors.  The Tenant shall
      indemnify the Landlord and hold the Landlord harmless against expenses
      incurred to correct any damage to the roof resulting from the Tenant's
      violation of this rule, as well as any consequential damages to the
      Landlord or any other tenant of the Project.  The Landlord shall
      repair damage to the roof caused by the Tenant's acts, omissions or
      negligence and the Tenant shall reimburse the Landlord for all expenses
      incurred in making such repairs.  The Landlord or its agents may
      enter the Premises at all reasonable hours to make such roof
      repairs.  If the Landlord makes any expenditure or incurs any
      obligation for the payment of money in connection therewith, including but
      not limited to attorneys' fees in instituting, prosecuting or defending
      any action or proceeding, such sums paid or obligations incurred, with
      interest at the Default Rate, and costs, shall be deemed to be Additional
      Rent and shall be paid by the Tenant to the Landlord within five (5) days
      after rendition of any bill or statement to the Tenant
      therefor.  The Tenant shall not place mechanical or other
      equipment on the roof without the Landlord's prior written consent, which
      shall be conditioned in part upon the Landlord's approval of the Tenant's
      plans and specifications for such installations.  The costs of
      any roof improvements made pursuant hereto shall be borne by the
      Tenant.

            


    

     

    
      	
              14.

            	
              The
      Landlord reserves the right to institute energy management procedures when
      necessary provided such procedures do not materially adversely affect
      Tenant’s business operations at the
Premises.

            


    

     

    
      	
              15.

            	
              Subject
      to applicable laws, Landlord shall specifically designate smoking areas
      throughout the Project.  Tenant and Tenant’s agents, employees
      and invitees shall refrain from smoking in any areas of the Project
      (whether enclosed or otherwise), other than those areas specifically
      designated by Landlord as smoking
areas.

            


    

     

    
      	
              16.

            	
              The
      Tenant shall assure that the doors and windows of the Premises are closed
      and locked and that all water faucets, water apparatus and utilities are
      shut off before the Tenant and its employees leave the Premises each
      day.

            


    

     

    
      	
              17.

            	
              The
      Landlord shall have the right to rescind, suspend or modify these Rules
      and Regulations and to promulgate such other rules or regulations as, in
      the Landlord's reasonable judgment, are from time to time needed for the
      safety, care, maintenance, operation and cleanliness of the Building or
      the Project, or for the preservation of good order
      therein.  Upon the Tenant's having been given notice of the
      taking of any such any action, the Rules and Regulations as so rescinded,
      suspended, modified or promulgated shall have the same force and effect as
      if in effect at the time at which the Tenant's lease was entered into
      (except that nothing in the Rules and Regulations shall be deemed in any
      way to alter or impair any provision of such
  lease).

            


    


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

    
      	
              18.

            	
              Nothing
      in these Rules and Regulations shall give any tenant any right or claim
      against the Landlord or any other person if the Landlord does not enforce
      any of them against any other tenant or person (whether or not the
      Landlord has the right to enforce them against such tenant or person), and
      no such non-enforcement with respect to any tenant shall constitute a
      waiver of the right to enforce them as to the Tenant or any other tenant
      or person.

            


    

     

    
      	
              19.

            	
              Except
      as otherwise set forth in the Lease, in any instance in which the
      Landlord's prior consent or approval is required, the Landlord shall have
      the right to withhold or condition such consent or approval in its
      reasonable discretion.

            


    


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


     

     Exhibit
E

     

    FORMS

    FIRST
AMENDMENT TO LEASE

     

    THIS
FIRST AMENDMENT TO LEASE is made on this _________ day of ________ _____ by and
between _______________________, a ____________ limited liability company (the
"Landlord"), and _________________________________, a ____________ (the
"Tenant").

     

    
      	
               
      

            	
              A.

            	
              Landlord
      and Tenant are parties to a Lease dated ____________, with respect to
      approximately ______ square feet of space (the “Premises”) at the mixed
      use retail/office project located in Providence, Rhode Island at
      ______________ Street known as ________________ (the
    “Lease”).

            


    

     

    
      	
               
      

            	
              B.

            	
              The
      parties have agreed to amend the Lease to provide that (i) Landlord will
      construct and own certain additional improvements to the Premises and (ii)
      in return for Landlord undertaking such additional work the rent under the
      Lease shall increase as provided
herein.

            


    

     

    NOW
THEREFORE, in consideration of the foregoing and for other good and valuation
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the Lease as follows:

     

    1.           Construction of
Improvements.  Landlord shall, in addition to the improvements
to be constructed by Landlord as currently provided in the Lease, construct the
improvements to the Premises as described on Exhibit A attached hereto (the
“Additional Improvements”).  All such work shall be undertaken in a
good and workmanlike manner in accordance with plans and specifications approved
by both Landlord and Tenant and otherwise as provided in the Lease.

     

    2.           Ownership of
Improvements.  All Additional Improvements to be constructed by
Landlord as described in Exhibit A shall be the property of the
Landlord.  If any of such Additional Improvements are damaged by fire
and other casualty and the Landlord is required under the Lease to restore, such
restoration obligation shall extend to the Additional Improvements.

     

    3.           Increased
Rent.  Notwithstanding Section ____ of the Lease, the Base Rent
under the Lease shall be increased by the amount of the "Increased TI Rent" as
provided below:

     

    


    
      
        	
                Period

              	
                Base
      Rent

              	
                Increased TI
      Rent

              	
                Total

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

    

     

    



    
      
         


      

      
        46

        
          

        

      

      
         


      

    


     

    4.           Liability for Increased TI
Rent.  Notwithstanding anything herein or the Lease to the
contrary, if Tenant shall fail to make any payment of the Increased TI Rent to
Landlord hereunder, Landlord's sole and exclusive remedy as to such default
alone shall be to credit the amount of such delinquent Increased TI Rent payment
against the debt service payment owed under that certain promissory note dated
________________ by Landlord, as maker, to Tenant, as payee.

     

    5.           No Other
Amendments.  Except as provided herein, the terms and
conditions of the Lease remain unmodified and in full force and
effect.

     

    IN
WITNESS WHEREOF, the parties have executed this First Amendment to Lease as of
the day and year first above written.

     

    


    
      	
              WITNESS/ATTEST:

            	
              [LANDLORD]

            
	 
      	 
      
	
              _________________________

            	
              By:_________________________________

            
	 
      	 
      
	 
      	
              [TENANT]

            
	 
      	 
      
	
              _________________________

            	
              By:_________________________________

            


    

    



    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    PROMISSORY
NOTE

    
      	
              $__________________

            	
              _________________,
      ____

            
	 
      	
              __________,
      _________

            


    

    


    FOR
VALUE RECEIVED, __________________________________[name of Landlord] (the
"Borrower") promises to pay to the order of
______________________________________ [name of Tenant] (the
"Lender"), its successors and assigns, and any subsequent holder of this Note,
the aggregate principal amount of $______________________________ (the
"Principal Amount") together with interest on the unpaid balance of the
Principal Amount.

     

    Interest
shall not begin to accrue on this Note until the Interest Commencement Date,
which shall be the date the Lender commences payment of rent under that certain
Lease dated _________________________________, as amended, for space in the
improvements located at _______________________ in ____________ (the
"Lease").  Commencing on first day of the month next following the
Interest Commencement Date and continuing on the first day of each month
thereafter, Borrower shall pay to Lender principal and interest, in equal
monthly installments of $_____________________ until the maturity of this Note,
at which time all unpaid interest accrued through the date of such maturity
shall be paid in full by the Borrower to the Lender.  Such payment
represents a level monthly payment of principal and interest at ten percent
(____________%) per year over a ____________________ month amortization
period.  Unless sooner paid, the unpaid Principal Amount, together
with interest accrued and unpaid thereon, shall be due and payable in full on
the first day of the ________________th month after the Interest Commencement
Date.

     

    Borrower’s
failure to pay any monthly installment of Principal and Interest when due
hereunder shall constitute a default under this Note (“Default”). Upon the
occurrence of a Default, the Lender’s sole and exclusive remedy (and
notwithstanding any restrictions in the Lease regarding rent offset) shall be to
offset against each monthly installment of rent due under the Lease and any
amendments thereto, the amount of any such unpaid monthly installment due
hereunder.  The Lender shall have no right to accelerate the payment
of the indebtedness hereunder in the event of any Default.

     

    All
payments and prepayments of the Principal Amount, interest thereon and any other
amounts payable hereunder shall be paid in lawful money of the United States of
America in immediately available funds during regular business hours of the
Lender at ____________________________________ , or at such other place as the
Lender or any other holder of this Note may at any time or from time to time
designate in writing to the Borrower.

     

    The
Borrower and the Lender hereby voluntarily and intentionally waive any right
they may have to a trial by jury in any action, proceeding or litigation
directly or indirectly arising out of, under or in connection with this
Note.

     

    This
note shall be governed and construed under the laws of the State of Rhode
Island, and the Borrower hereby irrevocably consents and submits to the
jurisdiction and venue of any state or federal court sitting in the State of
Rhode Island over any suit, action or judicial proceeding brought to enforce or
construe this Note or arising out of or relating to this Note.


    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name,
under its seal and on its behalf by its duly authorized officers the day and
year first written above.

     

    


    
      	
              ATTEST:

            	
              [LANDLORD]

            
	 
      	 
      
	 
      	
              By:_________________________________

            


    

    



    
      
         


      

      
        49

        
          

        

      

      
         


      

    


     

    Exhibit
F

     

    Schedule
of Deliveries

     

    



    
      
         


      

      
        50

        
          

        

      

      
         


      

    

    


    


     Exhibit
G

    Janitorial
Specifications

    


     

    Daily:
Office Areas

     

    Remove
trash, dust, vacuum and spot clean carpets, clean kitchen, mop all tile/wood
floors, clean and polish door glass, clean and polish elevator
cabs.  Landlord will also establish recycling programs for office
space and coordinate with cleaning services for the proper disposal of office
refuse.

     

    Weekly:
Office Areas

     

    Dust
windowsills, dust blinds, dust/clean file cabinets and all work station
surfaces.

     

    Monthly:
Office Areas

     

    Wipe
down doorframes and baseboards, clean wall vents and heaters

     

    Daily:
Restrooms

     

    Clean
mirrors, sweep and wash floor, fully clean and disinfect toilets and urinals,
clean walls/partitions next to urinals, clean sinks, empty trash, refill paper
products and soap.

     

    


    



    
      
         


      

      
        51

        
          

        

      

      
         


      

    

    
 

    Exhibit
H

    


    Parking
Area Drawing

     

     


    
      
         


      

      
        52