imxform8k081217_ex10-1.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.1

          


        

      

    


    


    


    The
mailing, delivery or negotiation of this Lease shall not be deemed an offer to
enter into any transaction or to enter into any relationship, whether on the
terms contained herein or on any other terms.  This Lease shall not be
binding upon Landlord, nor shall Landlord have any obligations or liabilities
with respect thereto, or with respect to the premises, unless and until Landlord
has received Tenant’s signed counterparts and executed and delivered this
Lease.  Until such execution and delivery of this Lease, Landlord may
terminate all negotiation and discussion of the subject matter hereof, without
causes and for any reason, without recourse or liability.

    


    


    


    LEASE

    


    


    BY

    


    


    WAKEFIELD
INVESTMENTS, INC.

    


    


    TO

    


    


    


    IMPLANT
SCIENCES CORPORATION

    


    Dated:  December
11, 2008

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              TABLE
      OF CONTENTS

            


    

    


    
      	
              Page

            


    

    


    
      	
              1.

            	
              Identifications

            	
              1

            


    

    
      	
              2.

            	
              The Premises, Parking
      and Loading

            	
              1

            


    

    
      	
              3.

            	
              The Building and
      Common Areas

            	
              1

            


    

    
      	
              4.

            	
              Condition of the
      Premises

            	
              1

            


    

    
      	
              5.

            	
              Term; Early
      Access

            	
              1

            


    

    
      	
              6.

            	
              Use
      of the Premises; Licenses and Permits

            	
              2

            


    

    
      	
              7.

            	
              Basic Rent; Additional
      Rent

            	
              2

            


    

    
      	
              8.

            	
              Taxes....

            	
              5

            


    

    
      	
              9.

            	
              Insurance;
      Waivers of Claims and Subrogation

            	
              6

            


    

    
      	
              10.

            	
              Utilities..

            	
              7

            


    

    
      	
              11.

            	
              Repairs and
      Maintenance

            	
              7

            


    

    
      	
              12.

            	
              Compliance with Laws
      and Regulations

            	
              8

            


    

    
      	
              13.

            	
              Alterations by Tenant;
      Signage

            	
              8

            


    

    
      	
              14.

            	
              Landlord’s
      Access

            	
              9

            


    

    
      	
              15.

            	
              Indemnities

            	
              9

            


    

    
      	
              16.

            	
              Casualty
      Damage

            	
              9

            


    

    
      	
              17.

            	
              Condemnation

            	
              10

            


    

    
      	
              18.

            	
              Landlord’s Covenant of
      Quiet Enjoyment

            	
              11

            


    

    
      	
              19.

            	
              Tenant’s Obligation to
      Quit; Holdover

            	
              11

            


    

    
      	
              20.

            	
              Transfers of Tenant’s
      Interest

            	
              12

            


    

    
      	
              21.

            	
              Transfers of
      Landlord’s Interest

            	
              13

            


    

    
      	
              22.

            	
              Mortgagees’
      Rights

            	
              13

            


    

    
      	
              23.

            	
              Tenant’s Default;
      Landlord’s Remedies

            	
              14

            


    

    
      	
              24.

            	
              Remedies Cumulative;
      Waivers

            	
              15

            


    

    
      	
              25.

            	
              Broker....

            	
              15

            


    

    
      	
              26.

            	
              Notices....

            	
              16

            


    

    
      	
              27.

            	
              Estoppel
      Certificate

            	
              16

            


    

    
      	
              28.

            	
              Bind
      and Inure; Limited Liability of Landlord

            	
              16

            


    

    
      	
              29.

            	
              Captions

            	
              17

            


    

    
      	
              30.

            	
              Integration

            	
              17

            


    

    
      	
              31.

            	
              Severability; Choice
      of Law

            	
              17

            


    

    
      	
              32.

            	
              Enforcement of
      Rights

            	
              17

            


    

    
      	
              33.

            	
              Tenant
      Covenant Against Hazardous Materials

            	
              17

            


    

    
      	
              34.

            	
              Recording

            	
              18

            


    

    
      	
              35.

            	
              Security
      Deposit

            	
              18

            


    

    
      	
              36.

            	
              Option to
      Extend

            	
              19

            


    

    
      	
              37.

            	
              OFAC
      Compliance

            	
              20

            


    

    
      	
              38.

            	
              Force
      Majeure

            	
              21

            


    

    


    



    
      
        
           

           

        

         


      

      
        i

        
          

        

      

      
         


      

    


    LEASE

    


    


    1.           Identifications

    


    This Lease is made as of December 11,
2008, by and between WAKEFIELD INVESTMENTS, INC., a Massachusetts corporation,
having an address at P.O. Box 540, Wakefield, Massachusetts 01880 (“Landlord”) and
IMPLANT SCIENCE CORPORATION, a Massachusetts corporation having an address at
107 Audubon Road, Wakefield, Massachusetts 01880 (“Tenant”).

    


    2.           The Premises: Parking and
Loading

    


    In consideration of the Basic Rent,
Additional Rent, and other payments and covenants of Tenant hereinafter set
forth, and upon the following terms and conditions, Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord approximately 23,000 rentable
square feet of floor space (measured by BOMA/ANSI Standards), located as shown
on the floor plan attached hereto as Exhibit A-1 (the
“Premises”), in
a certain building (the “Building”), which has
been constructed by Landlord, on a certain parcel of land located at 600
Research Drive, Wilmington, Massachusetts (the “Property”), said land
is more particularly described in Exhibit A hereto. The
Premises are leased together with rights, in common with Landlord and all others
(including any other tenant or tenants of the Building or the Property) claiming
under Landlord or otherwise from time to time lawfully entitled thereto, to use
the Common Areas, as hereinafter defined, for their intended
purposes.  Tenant shall have non-exclusive and unreserved access free
of charge, and in common with others from time to time entitled thereto, to
approximately three (3.0) parking spaces per one thousand (1,000) rentable
square feet of floor space. Landlord shall have no responsibility to Tenant,
however, to enforce any parking restrictions. All such use and access to be
subject to Landlord’s reasonable rules and regulations from time to time in
effect.

    


    3.           The Building and Common
Areas

    


    The Building is a single story brick
and glass structure containing approximately 100,256 rentable square feet of
floor space.

    


    The Common Areas shall consist of (i)
the common entrance area(s) and all other such common areas of the Building and
(ii) the driveways, walkways, parking areas and other common areas of the
Property.  Landlord reserves the right to alter the Common Areas from
time to time during the Term (as hereinafter defined) provided that no
alteration shall materially reduce the minimum number of parking spaces
available to Tenant as specified in Section 2 above.

    


    4.           Condition of the
Premises

    


    The Premises are being leased in their
condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord. Tenant
acknowledges that it has inspected the Premises and common areas of the Building
and has found the same satisfactory for their intended uses. Notwithstanding the
foregoing, Landlord represents that (i) the roof of the Building, and (ii) the
heating, ventilation and air conditioning equipment serving the Premises will be
in good working order and condition as of the Term Commencement
Date.

    


    5.           Term; Early
Access

    


    The term of this Lease (the “Term”) shall commence
on that date (the “Term Commencement
Date”) which is the later to occur of (i) January 1, 2009 or (ii) the day
on which Landlord has delivered

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     possession
of the Premises to Tenant. This Lease shall expire, unless earlier terminated or
extended in accordance with the terms hereof, at 11:59 p.m. on December 31,
2009.  Each calendar year or portion thereof following the Term
Commencement Date shall be defined as a “Lease
Year.”  At such time as Landlord has determined that the
Premises are available for Tenant’s occupancy, and Tenant has paid the security
deposit and delivered to Landlord certificates evidencing that Tenant is
maintaining all insurance coverage required under this Lease, Landlord shall
notify Tenant and Tenant shall have reasonable access to the Premises for the
sole purpose of installing Tenant’s business furniture, fixtures and equipment.
Subject to the foregoing, Landlord shall endeavor to provide such access on or
before December 15, 2008 (the date on which such access is available is the
“Early Access
Date”). All conditions, covenants and requirement imposed on Tenant under
this Lease (other than the requirement to pay Basic Rent) shall be in effect
from and after the first day of such access.

    


    6.           Use of the Premises;
Licenses and Permits

    


    Tenant shall use the Premises only for
warehousing, light manufacturing  research and development and
associated office purposes, to the extent now and hereafter from time to time
permitted under applicable laws, by-laws, ordinances, codes, rules, regulations,
orders and other lawful requirements of governmental bodies having jurisdiction.
Tenant, any permitted subtenants, licensees, invitees and any other users of the
Premises shall apply in their own names for, and obtain and maintain at their
own expense, any and all licenses, permits and other approvals which may be
required from governmental bodies in connection with any particular use of the
Premises during the Term.

    


    7.           Basic Rent; Additional
Rent

    


    (a)           Basic
Rent.  Tenant shall, beginning on the Term Commencement Date,
and throughout the remaining Term, pay Basic Rent (“Basic Rent”) to
Landlord annually in the amount of $368,000.00 ($16.00 per rentable square foot)
per annum. Except as hereinafter provided, Basic Rent shall be payable in
advance on the first day of each month in equal monthly installments of
$30,666.67 each, during the Term to Landlord at the address set forth above or
such other address as Landlord may hereafter specify by thirty (30) days prior
written notice to Tenant, without counterclaim, set off, deduction or defense.
Notwithstanding the foregoing, (i) Tenant will pay the first three (3) months’
Basic Rent on or before the Early Access Date, and (ii) if and when Tenant
exercises its option to extend the Term of this Lease for the Extended Term (as
provided in Section 36), then the Basic Rent for the then-remainder of the
Initial Term (starting on the date of Tenant’s exercise) shall be adjusted to be
the Fair Market Rental Value of the Premises (as the same shall have been
determined pursuant to Section 36(b) below). After such determination, an
appropriate retroactive adjustment shall be made with respect to the period
between the date of Tenant's exercise of its option and the date of such
determination, and any necessary credits to, or payments by, Tenant shall be
effected.

    


    (b)           Additional
Rent.  This Lease is intended by the parties hereto to be a
so-called “net” lease, to the end that the Basic Rent shall be received by
Landlord net of all costs and expenses related to the Premises as set forth in
this Lease, and net of Tenant’s Share, as hereinafter defined, of all Common
Expenses. The same shall be paid to Landlord commencing on the Early Access
Date, and thereafter upon demand as additional rent (sometimes referred to as
“Additional
Rent”), in the same manner as Basic Rent.  Tenant’s Share of
the Common Areas of the Building shall at all times be 22.94%, subject to
adjustment to the extent that the size of the Premises is reduced as a result of
eminent domain, fire, accident, or casualty. For the purposes hereof, the term
“Park” shall mean the Building and those other buildings currently owned by
Landlord and numbered 200, 500, 600 and 800 Research Drive.  Landlord
shall, in its commercially reasonable discretion, make such allocations as
Landlord may deem appropriate of expenses between Common Areas of the individual
buildings and those of the Park as a whole. Currently, the Park
expenses include the costs of landscaping Research Drive (of which the
Building’s

     

    
      
        
        

      

      
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    share is
16.09%), and the costs of maintaining and repairing the water booster station
serving certain buildings in the Park (of which the Building’s share is
19.20%).

    


    In addition to Common Expenses, Tenant
shall also pay as Additional Rent, promptly upon being billed therefor by
Landlord, any and all charges, costs, expenses, and obligations as Landlord may
from time to time incur with regard to the Premises or the operation or
maintenance thereof (to the extent not properly included in Common Expenses),
except as otherwise expressly agreed in this Lease, including, without limiting
the generality of the foregoing, reasonable attorneys’ fees incurred by Landlord
in connection with any subleases and assignments of this Lease requested by
Tenant and in connection with the enforcement of rights and pursuit of the
remedies of Landlord under this Lease (whether during or after the expiration or
termination of the Term).

    


    (c)           “Common Expenses”
shall mean any and all charges, costs and expenses of every kind and nature
whatever, which Landlord may from time to time incur and the value, based on
competitive rates, of any materials and services which Landlord may reasonably
provide in good faith with respect to the ownership, operation and maintenance
of the Building and the Property, including, without limitation, any and all
costs and expenses incurred by Landlord in connection with:  (i)
making repairs to and undertaking maintenance of the Building (including fire
protection sprinkler and other systems) , the Park or the Property, including
without limitation alterations to the Common Areas of the Building; (ii)
providing utilities, including heat to the Common Areas of the Building; (iii)
providing watering, landscaping and lawn care for the Park and the Property;
(iv) sanding, plowing and removal of snow and ice from the driveways, walkways
and parking areas; (v) lighting for the Park and the
Property;  (vi) maintaining property, liability and other insurance
carried by Landlord, including that required to be maintained by Landlord
pursuant to Paragraph 8 hereof (and including without limitation payment of any
deductibles); (vii) property management fees; and (viii) the reasonable annual
amortized portion of any capital repair, replacement or improvement cost with
respect to the Building, the Park or the Property.  Landlord’s
responsibilities for watering, landscaping, lawn care and for snow removal as
provided for herein shall be completed in a good and workmanlike manner to
maintain a professional appearance.  Snow removal shall include
maintaining parking areas and the driveway serving the Building in usable
condition for vehicles and pedestrians during snow conditions.

    


    (d)           Exclusions.  The
following shall not constitute Common Expenses for the purposes of this Lease;
(i) brokerage commissions, advertising costs and other related expenses incurred
in connection with the leasing of the Building; (ii) repairs, alterations,
additions, improvements or replacements made to rectify or correct any defect in
the original design, materials or workmanship of the Building or Common Areas or
to comply with any requirements of any governmental authority in effect as of
the effective date of this Lease (provided that reasonable wear and tear shall
not be considered as a defect in the design, materials or workmanship);
(iii)  costs (to the extent Landlord actually receives proceeds of
insurance or taking compensation, and over and above any deductible) of
repairing any damage and repairs attributable to condemnation, insured fire or
other casualty; (iv) damage and repairs for which Landlord is reimbursed under
any warranty or insurance policy; (v) the cost of repairs necessitated by the
negligence or willful misconduct of Landlord or Landlord’s employees,
contractors or agents; (vi) executive salaries of Landlord; (vii) salaries of
service personnel to the extent that such service personnel perform services not
solely in connection with the management, operation, repair or maintenance of
the Building or Common Areas; (viii) Landlord’s general overhead expenses not
related to the Building; (ix) payments of principal or interest on any
mortgage or other encumbrance including ground lease payments and points,
commissions and legal fees associated with financing; (x) depreciation;
(xi) legal fees, accountants’ fees and other expenses incurred in connection
with disputes with Tenant or other tenants or occupants of the Building or
associated the enforcement of any leases; (xii) costs (including permit,
license and inspection fees) incurred in renovating or otherwise improving,
decorating, painting or altering space for other tenants in the Building; (xiii)
the cost of any service provided to Tenant or other occupants of
the

     

    
      
        
        

      

      
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    Building
for which Landlord is actually reimbursed; (xiv) property management fees paid
to any entity affiliated with Landlord in excess of three percent (3%) of the
gross revenues of the Building, (xv) any charitable or political
contribution; and (xvi) interest, penalties or other costs arising out of
Landlord’s failure to make timely payments of its obligations.

    


    (e)           Limitations on
Collection. Any Common Expenses charged Landlord by any of its affiliates
for goods or services provided to the Building shall not exceed the prevailing
cost thereof that would be charged to Landlord by non-affiliated parties in
arm’s length transactions.  All Common Expenses shall be directly
attributable to the operations, maintenance, management and repair of the
Property and Building and shall be determined in accordance with generally
accepted accounting principles and practices, consistently applied.

    


    (f)           Periodic
Payment.  From time to time during the Term of this Lease,
commencing on the Early Access Date, Landlord may, at Landlord’s election, bill
Tenant from time to time for Tenant’s Share of Common Expenses actually incurred
by Landlord (i.e., not billing based on estimated costs).  Tenant
shall pay any such Common Expenses to Landlord as Additional Rent within thirty
(30) days after receipt of any such invoice. Alternatively, Landlord may from
time to time reasonably estimate the amount that will be due on account of
Common Expenses and bill Tenant monthly for the estimated amount as provided
below. If Landlord elects to bill Common Expenses based on estimates, then
commencing on the Early Access Date, Tenant shall, upon receipt of written
notice from Landlord, prepay to Landlord monthly as Additional Rent, in the same
manner as Basic Rent, one twelfth (1/12) of the total of all such amounts as
Landlord may from time to time reasonably estimate will be payable annually by
Tenant under this Paragraph 7, which prepayments shall be applied, without
interest, to such amounts as actually become payable.

    


    Within ninety (90) days after the end
of the Lease Year, Landlord shall deliver to Tenant a written statement of
Tenant’s Share of the Common Expenses for such Lease Year prepared by Landlord
from Landlord’s books and records, in reasonable detail, and computed in
accordance with general accounting principles consistently applied. If on the
basis of such statement Tenant owes an amount that is more or less than the
estimated payments for such calendar year previously made by Tenant, Tenant or
Landlord, as the case may be, shall pay the deficiency to the other party within
thirty (30) days after delivery of the statement or resolution of any
objection.  Any such deficiency payable by Tenant shall be considered
Additional Rent for purposes of this Lease.

    


    (g)           Audit.  Landlord
shall keep for a period of at least twelve (12) months after the expiration of
each calendar year, accurate records and supporting documents in connection with
Landlord’s annual statement of Common Expenses. Within sixty (60) days after
receipt of any year-end statement referred to above, and provided Tenant is not
then in default under this Lease, Tenant shall have the right to challenge the
accuracy of any Common Expenses, and, if Tenant gives Landlord notice (within
such 60-day period) of any such challenge (which notice shall set forth in
reasonable detail the particular instances in which Tenant believes such
accounting to be in error), Landlord shall make Landlord’s books and supporting
documents for the year in question available to Tenant and Tenant may inspect
the same at Landlord’s management office at reasonable times upon Tenant’s
request. No auditor shall be compensated in any manner that is based on the
amount of any recovery. The Common Expenses shall be appropriately adjusted on
the basis of such audit.

    


    (h)           Interest on Late
Payment.  If any payment of Basic Rent or Additional Rent is
not paid to Landlord within any applicable grace period, then at Landlord’s
option, without notice and in addition to all other remedies hereunder, Tenant
shall pay upon demand to Landlord as Additional Rent, interest thereon at an
annual rate of ten percent (10%), to be computed from the date such Basic Rent
or Additional Rent was originally due through the date when paid in
full.  Notwithstanding the foregoing,

     

    
      
        
        

      

      
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    such
interest shall not be imposed if Tenant shall make payment within 10 days after
notice from Landlord that such payment has not been timely received provided,
however, that in no event shall Landlord be obligated to give more than two such
notices in any 12 month period prior to assessing such interest against
Tenant.

    


    8.           Taxes

    


    Tenant shall pay or cause to be paid to
Landlord, from and after the Early Access Date (or, where appropriate, directly
to the authority by which the same are assessed or imposed, with evidence of
such payment to Landlord) as Additional Rent not later than ten (10) days prior
to the date the same are due or twenty (20) days after receipt of written notice
thereof to Tenant, whichever is later, all taxes and excises upon the personal
property and equipment of Tenant located at the Premises or the Property and the
Tenant’s Share of the Taxes (as hereinafter defined) and the entire amount of
any interest, penalties and costs attributable to delayed payment thereof to the
extent such delay is the fault of Tenant. “Taxes” shall mean any and all real
estate taxes, betterment and special assessments (provided that Landlord shall
elect to pay any such betterment and special assessments over the longest period
permitted by applicable law) or amounts in lieu or in the nature thereof and any
other taxes, levies, water rents, sewer use charges and other excises,
franchises, imposts and charges, general and special of whatever name and
nature, and whether or not now within the contemplation of the parties hereto,
which may now or hereafter be levied, assessed or imposed by The Commonwealth of
Massachusetts, the Town of Wilmington or any other non-federal authority, or
become a lien, upon all or any part of the Property, the Building, the Premises,
the use or occupation thereof, or upon Landlord and Tenant in respect thereof,
or upon the basis of rentals thereof or therefrom, or upon the estate hereby
created or upon Landlord by reason of ownership of the reversion.

    


    Notwithstanding the foregoing, none of
the following shall constitute Taxes for the purposes of this Lease, and nothing
contained herein shall be deemed to require Tenant to pay any of the following:
(i) any state, local, federal, personal or corporate income tax measured by the
income of Landlord; (ii) any estate, inheritance taxes, or gross rental receipts
tax; (iii) any franchise, succession or transfer taxes; (iv) interest on taxes
or penalties resulting from Landlord’s failure to pay taxes (provided that
Tenant shall have made all of its required payments in a timely fashion);
provided, however, that if some method or type of taxation shall replace the
current method of assessment of real estate taxes in whole or in part, or the
type thereof, or if additional types of taxes are imposed upon the Property or
Landlord (“New
Taxing  Method”), Tenant agrees that such taxes or other
charges shall be deemed to be, and shall be, Taxes hereunder and Tenant shall
pay an equitable share of the same as an additional charge computed in a fashion
consistent with the method of computation herein provided, to the end that
Tenant’s share thereof shall be, to the maximum extent practicable, comparable
to that which Tenant would bear under the foregoing provisions.  In
the event of a New Taxing Method which measures income to Landlord, Tenant’s
share thereof shall be calculated as if the Property were the only property of
Landlord subject to such tax.

    


    Tenant shall, commencing on the Early
Access Date and thereafter upon receipt of written notice from Landlord, prepay
to Landlord monthly as Additional Rent, in the same manner as Basic Rent,
one-twelfth (1/12) of the total of all such amounts as Landlord may from time to
time reasonably estimate will be payable annually by Tenant under this Paragraph
8, which prepayments shall be applied without interest to such amounts as
actually become payable. As soon as any such amounts so payable are actually
determined, Landlord shall deliver to tenant a written statement thereof, which
shall include copies of the bills for the applicable Taxes. Appropriate
adjustments of any overpayment and underpayment shall be made within thirty (30)
days after delivery of the statement.

    


    If Landlord shall receive any Tax
refund or reimbursement of Taxes or sum in lieu thereof with

     

    
      
        
        

      

      
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    respect
to any tax year, then out of any balance remaining thereof after deducting
Landlord’s expenses reasonably incurred in obtaining such refund, Landlord shall
pay to Tenant, provided there does not then exist a Default of Tenant, an amount
equal to such refund or reimbursement or sum in lieu thereof, multiplied by
Tenant’s Share; provided, that in no event, shall Tenant be entitled to receive
more than the payments made by Tenant on account of Taxes for such tax year
pursuant to this paragraph.

    


    9.           Insurance; Waivers of Claims
and Subrogation

    


    Tenant shall, at its own cost and
expense, obtain and throughout the Term shall maintain, with companies qualified
to do business in Massachusetts and reasonably acceptable to Landlord,
commercial general liability insurance (with broad form contractual liability)
under which Tenant is named insured and Landlord (and such other persons as are
in privity of estate with Landlord as may be set out in a notice from time to
time) are listed as additional insured as their respective interests may appear,
and insuring on an occurrence basis against claims for bodily injury, death or
property damage occurring to, upon or about the Premises in limits of $2,000,000
per occurrence /$4,000,000 aggregate (combined single limit) for bodily injury
or death and property damage and insurance covering contents of, and personal
property and trade fixtures located in, the Premises. Notwithstanding the
foregoing, the risk of loss to all contents of, and personal property and trade
fixtures located in, the Premises is upon Tenant, and Landlord shall have no
liability with respect thereto unless (subject to applicable waivers of claims
and subrogation) such loss is due to the negligence or willful misconduct of
Landlord.  The above commercial general liability insurance policy
shall be non-cancelable and non-amenable with respect to Landlord and Landlord’s
said designees without thirty (30) days prior written notice.  Tenant
shall provide Landlord with certificates of insurance evidencing the foregoing
(but in limits of $2,000,000 per occurrence/$4,000,000 aggregate) and thereafter
from time to time at Landlord’s request together with reasonable evidence of
umbrella coverage which increases the limits to $2,000,000 per
occurrence/$4,000,000 aggregate.

    


    Nothing in this Paragraph 9 shall
prevent Tenant from carrying any of the insurance required of Tenant hereunder
in the form of a blanket and/or umbrella insurance policy or policies which
cover other properties owned or operated by Tenant in addition to the
Premises.

    


    Landlord shall obtain and throughout
the Term shall maintain, with companies qualified to do business in
Massachusetts and reasonably acceptable to Tenant and any Mortgagees, for the
benefit as named insured of Landlord and any Mortgagees as their respective
interests may appear, with losses first payable to such Mortgagees under a
standard mortgagee endorsement: (i) insurance against lost rentals from the
Building for a period of one year; (ii) so-called “property” insurance against
loss or damage to the Building and the Tenant Improvements such as may result
from fire and such other casualties as are normally covered by an “extended
coverage” endorsement, such casualty insurance to be in an amount equal to the
replacement cost of the Building; (iii) boiler and machinery insurance on any
Building steam boilers, pressure vessels and pressure piping and miscellaneous
electrical apparatus, engines, pumps, and compressors, fans and blowers, with
so-called “standard blanket coverage” (15 HP and over); and (iv) a policy of
commercial general liability insurance having a combined single limit for bodily
injury and property damage of not less than One and One-Half Million Dollars
($1,500,000.00) per occurrence and general aggregate insurance in an amount of
not less than Two Million Dollars ($2,000,000.00).

    


    Landlord and Tenant each hereby release
the other from any liability for any loss or damage to the Building, the
Premises or other property and for injury to or death of persons occurring on
the Property or in the Building or the Premises or in any manner growing out of
or connected with Tenant’s use and occupation of the Premises, the Building or
the Property or the condition thereof, whether or not caused by the negligence
or other fault of Landlord, Tenant or their respective agents, employees,
subtenants, licensees, invitees or assignees; provided, however, that this
release (i) shall apply

     

    
      
        
        

      

      
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    notwithstanding
the indemnities set forth in Paragraph 15, but only to the extent that such loss
or damage to the Building or other property or injury to or death of persons is
covered (or required by this Lease to be covered) by insurance which protects
Landlord or Tenant or both of them as the case may be; (ii) shall not be
construed to impose any other or greater liability upon either Landlord or
Tenant then would have existed in the absence hereof; and (iii) shall be in
effect only to the extent and so long as the applicable insurance policies waive
subrogation and provide that this release shall not affect the right of the
insured to recover under such policies, which clauses shall be obtained by the
parties hereto whenever available. If waivers of subrogation are not obtainable
under a party’s policies or are obtainable only at an additional cost, said
party shall notify the other party which, if it desires to have the waiver of
subrogation, shall pay said additional cost.

    


    10.           Utilities

    


    Landlord shall, at Landlord’s expense,
install separate meters to measure gas, water, and electricity consumption by
the Tenant, in which event Tenant shall be billed for such water and sewer use
charges imposed in respect of the usage indicated by such meter and Tenant
shall, at its own cost and expense, arrange and pay for such utilities provided
to the Premises during the Term, including, without limitation, electricity
(including electricity for HVAC, lights and outlets), gas, water, telephone
service, security and fire protection, cleaning and trash removal. Any new
service deposits or fees required by the municipality or utility shall be paid
by Tenant.

    


    11.           Repairs and
Maintenance

    


    (a)           Tenant’s
Obligation.  From and after the Early Access Date, Tenant, at
its own cost and expense, shall: (i) maintain and make all necessary repairs and
replacements to the electrical, mechanical, heating, ventilating and air
conditioning, plumbing and other systems inside the Premises (or located outside
the Premises but serving the Premises), and shall maintain a service contract
with respect to the heating, ventilating and air conditioning system and
equipment inside the Premises (or located outside the Premises but serving the
Premises) with a company or companies reasonably acceptable to Landlord in
connection therewith; (ii) make any repairs to the Building and the Property
necessitated by the acts or negligence of Tenant or its agents, employees or
invitees; (iii) obtain and maintain a service contract for dumpster service and
janitorial services within the Premises with a company or companies reasonably
acceptable to Landlord, and (iv) make all interior non-structural repairs,
replacements and renewals necessary to keep the Premises in at least as good
condition, order and repair as the same are at the Commencement of the Term or
thereafter may be put, reasonable wear and use and damage by fire or other
casualty only excepted (it being understood, however, that the foregoing
exception for reasonable wear and use shall not relieve Tenant from the
obligation to keep the Premises at least in its current condition, free from
accumulation of dirt, rubbish and other debris).

    


    (b)           Landlord’s
Obligations.  From and after the Commencement of and during the
Term, Landlord shall make all repairs, replacements and renewals necessary: (i)
to keep in good and sound condition the structure of the Building, including but
not limited to steel, footings, exterior walls, roof deck, main sprinkler line,
roof membrane, and all underground or under-slab utilities; (ii) to keep the
electrical, mechanical, plumbing, sprinkler and other systems serving the
Building generally or the Common Areas in as good condition, order and repair as
the same are at the commencement of the Term or thereafter may be put; and
(iii) to keep the parking areas, driveways, walkways, and other
improvements on the Property in reasonably good condition, reasonably free of
accumulations of snow, and sanded as appropriate, and to keep all lawns and
landscaped areas of the Property watered, fertilized and neatly trimmed. The
cost of repairing damage by acts or negligence of Tenant or its agents,
employees or invitees shall be charged to Tenant as Additional Rent hereunder
and, without limiting the generality of the foregoing, Tenant shall be
responsible for any loss, cost or damage resulting from

     

    
      
        
        

      

      
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    activities
on the roof of the Building conducted by Tenant, its agents, employees and
contractors which cause damage to the roof.

    


    12.           Compliance with Laws and
Regulations

    


    Tenant shall comply, at its own cost
and expense, with: (i) all applicable laws, by-laws, ordinances, codes, rules,
regulations, orders, and other lawful requirements of governmental bodies having
jurisdiction, whether or not foreseeable, and whether or not they involve any
changes in governmental policy, which are applicable to the Premises, the
fixtures and equipment therein and thereon; (ii) all orders, rules and
regulations of the National Board of Fire Underwriters, or any other body
hereafter constituted exercising similar functions, which may be applicable to
the Premises, the fixtures and equipment therein or thereon or the use thereof;
and (iii) the requirements of all policies of public liability, fire and all
other types of insurance at any time in force with respect to the Premises, the
Building or the Property and the fixtures and equipment therein and
thereon.

    


    Without limiting the generality of the
foregoing, Tenant shall continually during the Term of this Lease maintain the
Premises in accordance with all laws, codes and ordinances from time to time in
effect and all directions, rules and regulations of the proper officers of
governmental agencies having jurisdiction, and the standards recommended by the
Boston Board of Fire Underwriters, and shall, at Tenant’s expense, obtain all
permits, licenses and the like required by applicable law.  To the
extent that the Premises constitute a “Place of Public Accommodation” within the
meaning of the Americans With Disabilities Act of 1990, Tenant shall be
responsible for making the Premises comply with such act provided, however, that
Landlord shall be responsible for making the Premises comply with such act to
the extent the Premises failed to comply therewith on the Term Commencement
Date.  Landlord is solely responsible for any exterior or structural
modifications which are required by either law or insurer other than on those
required solely on account of Tenant’s particular use of or activities within
the Premises.

    


    13.           Alterations by Tenant;
Signage

    


    Tenant shall make no alterations,
additions or improvements in or to any portion of the Premises, the Building or
the Property without Landlord’s prior written consent.  As to any
alteration, addition or improvement made by Tenant, Tenant shall first furnish
Landlord with suitable assurances that Tenant will complete the same at no
expense to Landlord and without any mechanics’ or materialmen’s lien upon the
Property. Landlord shall not unreasonably withhold, condition or delay its
consent for interior, non-structural alterations, additions and improvements to
the Premises that do not affect the electrical, mechanical or plumbing systems
or equipment in the Building, and that are consistent with the use of the
Premises as contemplated hereby; provided that any such consent may, at
Landlord’s election, be conditioned upon Tenant being obligated to remove the
same at the expiration or earlier termination of this Lease and to restore the
Premises to its condition prior to such alterations, additions and
improvements.

    


    Subject to covenants applicable to the
Property and the Town of Wilmington Sign Regulations/By-Laws and subject to
Landlord’s prior written approval, Tenant shall be permitted to install its name
on the exterior monument sign at the driveway entrance to the Building , as well
as appropriate building standard signage approved by Landlord at the entry doors
to the Premises, all as described in detail in Exhibit B attached
hereto and incorporated herein by reference. The Landlord shall have the right
to review and approve all specifications and sign designs as to size, colors,
materials, and method of affixation. Tenant shall maintain, repair and replace
all such signage at its sole cost and expense, and at Landlord’s election, shall
remove all such signage and fixtures and connections at the expiration or
earlier termination of this Lease.

     

    
      
        
        

      

      
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    14.           Landlord’s
Access

    


    Tenant shall permit Landlord and any
Mortgagees and their authorized representatives to enter the Premises (i) at all
reasonable times during usual business hours for the purposes of inspecting the
same, exercising such other rights as it or they may have hereunder or under any
mortgages and exhibiting the same to other prospective tenants, purchasers or
mortgagees upon at least twenty-four (24) hours’ prior written notice, and (ii)
at any time and without notice in the event of emergency.

    


    Landlord and any Mortgagee and their
respective agents, employees and contractors shall conduct all of their
activities on the Premises in a manner which does not unreasonably interfere
with Tenant’s business or Tenant’s use of the Premises.

    


    15.           Indemnities

    


    Subject to applicable waivers of claims
and rights of subrogation, Tenant shall protect, defend (with counsel approved
by Landlord in its reasonable discretion), indemnify and save Landlord harmless
from and against any and all claims and liabilities arising from: (i) the
conduct or management by Tenant or by anyone claiming under Tenant of or from
any work or thing whatsoever done in or about the Premises during the Term by
Tenant or by anyone claiming under Tenant and from any condition existing, or
any injury to or death of persons or damage to property occurring or resulting
from an occurrence, during the Term in or about the Premises; and (ii) any
breach or default on the part of Tenant in the performance of any covenant or
agreement on the part of Tenant to be performed pursuant to the terms of this
Lease or from any negligent act or omission on the part of Tenant or any of its
agents, employees, subtenants, licensees, invitees or assignees. Tenant further
agrees to indemnify Landlord from and against all costs, expenses (including
reasonable attorneys’ fees) and other liabilities incurred in connection with
any such indemnified claim or action or proceeding brought thereon, any and all
of which, if reasonably suffered, paid or incurred by Landlord, Tenant shall pay
promptly upon receipt of written demand to Landlord as Additional Rent. Tenant’s
duty to indemnify Landlord under this Paragraph 15 shall survive the expiration
and termination of this Lease with respect to any claims or liability occurring
prior to such expiration or termination.

    


    Notwithstanding the foregoing, nothing
herein shall be deemed to require Tenant to indemnify, defend, protect or hold
Landlord harmless from any liability, obligations, claims, damages, penalties,
cause of action, cost or expense to the extent caused directly or indirectly by
the gross negligence or willful misconduct of Landlord or Landlord’s agents,
employees, contractors or invitees.

    


    16.           Casualty
Damage

    


    Except as provided below, in the event
of partial or total destruction of the Premises during the Term by fire or other
casualty, Landlord shall, at its sole expense, as promptly as reasonably
practicable after receipt of any insurance proceeds available as a result of
such casualty, repair, reconstruct or replace the portions of the Premises
destroyed to the same condition in which they existed prior to such destruction.
During the period of such repair, reconstruction and replacement and until such
time as Tenant’s business may be fully resumed on the Premises, there shall be
an equitable abatement of Basic Rent and Additional Rent in proportion to the
loss of usable floor area in the Premises.

    


    (a)           Termination.  If
the Building or the Premises is so extensively destroyed by fire or other
casualty that the Premises cannot reasonably be expected to be susceptible of
repair, reconstruction or replacement to its condition immediately prior to such
casualty (excluding any additions, alterations, or improvements constructed by
Tenant in the Premises) within a period of one hundred eighty (180) days from
the date work were to commence thereon, then either party may terminate this
Lease immediately

     

    
      
        
        

      

      
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    upon
notice thereof to the other and the obligation of Tenant, if any, to pay Basic
Rent and Additional Rent to Landlord shall terminate as of the date of such
notice. Landlord shall notify Tenant within thirty (30) days of such event of
damage or destruction whether the Building or the Premises can be fully repaired
or restored to its condition immediately prior to such casualty (excluding any
additions, alterations, or improvements constructed by Tenant in the Premises)
within the one hundred eighty (180) day period. If the Building or the Premises
can be fully repaired or restored to its condition immediately prior to such
casualty (excluding any additions, alterations, or improvements constructed by
Tenant in the Premises) within the one hundred eighty (180) day period, this
Lease shall remain in full force and effect, except that Basic Rent and
Additional Rent shall abate as described above, and Landlord shall, and subject
to the rights of any Mortgages, diligently repair and restore the damage as soon
as possible. In the event of any notice of termination pursuant to this
Paragraph 16, this Lease shall terminate as of, and Basic Rent and Additional
Rent shall be appropriately apportioned through and abated from and after, the
date of such notice of termination. Notwithstanding any of the foregoing to the
contrary, if the Building or the Premises are materially damaged (such that the
Premises cannot reasonably be expected to be so repaired within a period of
ninety (90) days from the date work were to commence thereon), and on the date
of such damage Tenant shall not have already exercised its option to extend the
Term of this Lease for the Extended Term, then either party may terminate this
Lease as provided in the first sentence above.

    


    (b)           Damage or Destruction at End
of Term.  If the Building or the Premises is damaged or
destroyed during the last six (6) months of the Term of the Lease, and the
Building or the Premises cannot be fully repaired or restored by Landlord within
thirty (30) days after the date of the damage or destruction, either Landlord or
Tenant may terminate this Lease upon notice to the other, unless Tenant, within
30 days of the date of the fire or other casualty.

    


    (c)           Notwithstanding
anything to the contrary, Landlord shall not exercise its option to terminate
the Lease pursuant to this Section 16 unless Landlord also terminates the leases
of the leases of other tenants in the Building whose premises were damaged or
affected to a similar or greater degree due to the same occurrence of damage or
destruction.

    


    17.           Condemnation

    


    If more than ten percent (10%) of the
usable floor area of the Premises, or more than twenty-five percent (25%) of the
parking spaces then available for use by Tenant shall be taken by eminent domain
or appropriated by public authority (and if Landlord is unable or unwilling to
provide a reasonably equivalent area or number of parking spaces within a
reasonable proximity), Landlord or Tenant may terminate this Lease by giving
written notice to the other within thirty (30) days after such taking or
appropriation unless in the case of a taking of parking spaces, Landlord within
thirty (30) days after any such notice of termination from Tenant gives written
notice to Tenant of Landlord’s assumption of the obligation to replace the
parking area so taken with comparable replacements elsewhere on the Property. In
the event of such a termination, this Lease shall terminate as of the date of
Tenant must surrender possession or, if later, the date Tenant actually
surrenders possession, and the Basic Rent and Additional Rent reserved shall be
apportioned and paid to and as of such date.

    


    If part of the Premises is taken or
appropriated by public authority as aforesaid and this Lease is not terminated
as set forth above, Landlord shall, subject to the rights of any Mortgagees,
apply any such damages and compensation awarded (net of the costs and expenses,
including reasonable attorneys’ fees, incurred by Landlord in obtaining the
same) to secure and close so much of the Premises or other improvements
constituting part of the Premises as remain and shall promptly restore the
Building and the Premises to the same condition as they existed immediately
prior to such taking or appropriation; and in such event this Lease shall
continue in full force and effect, except that there shall be an equitable
abatement of Basic Rent and Additional Rent in proportion to the loss of usable
floor area in the Premises

     

    
      
        
        

      

      
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    after
giving effect to such restoration, from and after the date Tenant must surrender
possession or, if later, the date Tenant actually surrenders
possession.

    


    Landlord hereby reserves, and Tenant
hereby assigns to Landlord, any and all interest in and the claims to the
entirety of any damages or other compensation by way of damages which may be
awarded in connection with any such taking or appropriation, except so much of
such damages or award as is specifically and separately awarded to Tenant and
expressly attributable to trade fixtures or moving expenses of
Tenant.

    


    Notwithstanding
anything to the contrary, Landlord shall not exercise its option to terminate
the Lease pursuant to this Section 17 unless Landlord also terminates the leases
of other tenants in the Building whose premises were damaged or affected to a
similar or greater degree due to the same occurrence of
condemnation.

    


    18.           Landlord’s Covenant of Quiet
Enjoyment

    


    Landlord covenants that Tenant, upon
paying the Basic Rent and Additional Rent provided for hereunder and performing
and observing all of the other covenants and provisions hereof, may peaceably
and quietly hold and enjoy the Premises for the Term as aforesaid, without
hindrance or ejection by any persons lawfully claiming under Landlord to have
title to the Premises superior to Tenant subject, however, to all of the terms
and provisions of this Lease and to all matters of record; the foregoing
covenant of quite enjoyment is in lieu of any other covenant of quiet enjoyment,
express or implied.

    


    19.           Tenant’s Obligation to Quit;
Holdover

    


    Tenant shall, upon the expiration of
the Term or earlier termination of this Lease, leave and peaceably and quietly
surrender and deliver to Landlord the Premises and any replacements or renewals
thereof in at least as good condition as the Premises were in on the Early
Access Date, and otherwise in the order, condition and repair required by
Paragraph 11 hereof and the other provisions of this Lease, except, however,
that Tenant shall first remove any trade fixtures and equipment and any
alterations, additions and improvements which Landlord has required be removed
pursuant to the terms of Paragraph 13 hereof (including any alterations,
additions and improvements, for which Landlord’s consent was not required under
Paragraph 13), restoring the Premises in each case to its condition prior to the
installation of such fixtures or the undertaking of such alterations, additions
or improvements, as the case may be, reasonable wear and tear and damage by
casualty or taking excepted.

    


    If Tenant fails to quit the Premises at
the expiration of the Term or earlier termination of this Lease, Tenant shall be
a tenant-at-sufferance and shall pay to Landlord with respect to any holdover
period all Additional Rent and a sum equal to one and a half times the Basic
Rent in effect on the last day of the Term (or the day preceding such earlier
termination) (“Holdover
Rent”).

    


    The provisions of this Paragraph 19
shall expressly survive the expiration or earlier termination of this
Lease.

    


    20.           Transfers of Tenant’s
Interest

    


    (a)           Except
as hereinafter set forth, Tenant covenants and agrees that whether voluntarily,
involuntarily, by operation of law or otherwise neither this Lease nor the term
and estate hereby granted, nor any interest herein or therein, will be assigned,
mortgaged, pledged, encumbered or otherwise transferred, except as provided by
Section 20(b) herein below, and that neither the Premises nor any part thereof
will be encumbered in any manner by reason of any act or omission on the part of
Tenant, or used

     

    
      
        
        

      

      
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    or
occupied or permitted to be used or occupied, by anyone other than Tenant, or
for any use or purpose other than a Permitted Use, or be sublet (which term,
without limitation, shall include granting of concessions, licenses and the
like) in whole or in part, or be offered or advertised for assignment or
subletting without Landlord’s prior written consent, which consent shall not be
unreasonably withheld at any time after Tenant has exercised its option to
extent the Term of this Lease for the Extended Term (it being understood that,
prior to such exercise, Landlord may withhold its consent in its sole
discretion).  Without limiting the foregoing, any agreement pursuant
to which:  (x) Tenant is relieved from the obligation to pay, or a
third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent,
Additional Rent or other charges due under this Lease; and/or (y) a third party
undertakes or is granted the right to assign or attempt to assign this Lease or
sublet or attempt sublet all or any portion of the Premises, shall for all
purposes hereof be deemed to be an assignment of this Lease and subject to the
provisions of this Paragraph 20.  Unless Tenant is a corporation the
stock in which is publicly traded on one or more exchanges regulated by the
Securities and Exchange Commission, the provisions of this paragraph (a) shall
apply to a transfer (by one or more transfers) of a majority of the stock or
partnership interests or other evidences of ownership of Tenant as if such
transfer were an assignment of this Lease.

    


    Notwithstanding any other provision of
Section 20 to the contrary, if and at each such time as Tenant shall intend to
enter into any sublease pursuant to this Section 20(a), which sublease either
(i) covers all or substantially all of the Premises, or (ii) has a term
including options to extend or renew) covering all or substantially all of the
remainder of the Term of this Lease (excluding any extension options with
respect to which Tenant shall not then have exercised its options), then Tenant
shall give Landlord notice of such intent and the terms of such sublease not
earlier than sixty (60), and not later than thirty (30), days prior to the
effective date of such proposed sublease, and Landlord may (in its sole
discretion) elect to terminate this Lease (if less than all or substantially all
of the Premises are covered by such sublease, then such termination shall affect
only that portion of the Premises proposed to be covered by such sublease) by
giving notice to Tenant of such election not later than fifteen (15) days after
receipt of Tenant’s notice and, upon the giving of such notice by Landlord, this
Lease shall terminate with respect to such portion as of the date on which such
sublease would have become effective (or, if later, on the date on which
Landlord’s replacement tenant for the area affected becomes effective) with the
same force and effect as if such date were the date originally set forth herein
as the expiration hereof.  If Landlord shall elect to terminate this
Lease with respect to any portion of the Premises as hereinabove provided, then
(A) from and after the effective date of such termination, the definitions of
Basic Rent, Additional Rent, and Premises shall be adjusted to reflect that
portion of the Premises that remains subject to this Lease after such
termination, and (B) Tenant shall pay to Landlord, as an additional charge, any
costs incurred by Landlord in connection with physically separating such
terminated portion from the remainder of the Premises and complying with any
laws, regulations and requirements of governmental authorities regarding the
creation of multi-tenant floors.

    


    Tenant
shall reimburse Landlord as Additional Rent, upon receipt of demand, for any
reasonable costs that may be incurred by Landlord in connection with any
proposed assignment or sublease and any request for consent thereto pursuant to
this subparagraph (a), including without limitation the costs of making
investigations as to the acceptability of any proposed assignee or subtenant and
attorneys’ fees.  No subleasing, assignment or other transfer of this
Lease or the Premises shall affect Tenant’s ongoing and primary liability for
performance of all obligations (including without limitation payments) to be
performed by Tenant under this Lease, and Tenant shall in all cases remain
liable for the same (whether accruing or arising prior to or after such
transfer).

    


    (b)           The
provisions of paragraph (a) shall not apply to an assignment of this Lease or
sublease of the whole or any portion of the Premises to any affiliate or
subsidiary of Tenant, or to an entity owning Tenant as a subsidiary, or to any
entity resulting from a consolidation or merger of Tenant with any other entity,
or an entity acquiring a majority of Tenant’s issued and outstanding capital
stock or a substantial

     

    
      
        
        

      

      
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    portion
of Tenant’s physical assets, provided that in any such event, the assignee or
sublessee has a financial condition reasonably acceptable to Landlord
and:

    


    
      	
              (i)  

            	
              Tenant
      gives Landlord advance written notice describing the transaction and
      confirms by written instrument in form reasonably satisfactory to Landlord
      that, notwithstanding the transaction, Tenant remains bound by all of the
      obligations of Tenant hereunder;
and

            


    

    


    
      	
              (ii)  

            	
              the
      assignee agrees directly with Landlord, by written instrument in form
      reasonably satisfactory to Landlord, to be bound by all the obligations of
      Tenant hereunder including, without limitation, any obligation of assignee
      to obtain from Landlord consent to any further assignment and subletting
      pursuant to this Section.

            


    

    


    (c)           In
the event that Tenant shall enter into one or more subleases pursuant to
paragraph (a) above, if the rent and other sums (including without limitation
the fair value of any services provided by such subtenant for Tenant) on account
of any such sublease exceed the Basic Rent and Additional Rent allocable to that
portion of the Premises subject to such sublease, plus actual out-of-pocket
third party expenses reasonably incurred in connection with such sublease (such
expenses to be pro-rated evenly over the term of such sublease), including
without limitation reasonable brokerage commissions actually paid to a licensed
broker, Tenant shall pay to Landlord, as an additional charge, 50% of such
excess, such amount to be paid monthly with payments by Tenant of Basic Rent
hereunder.

    


    21.           Transfers of Landlord’s
Interest

    


    Landlord shall have the right from time
to time to sell or mortgage its interest in the Property, the Building and the
Premises, to assign its interest in this Lease, or to assign from time to time
the Basic Rent, Additional Rent or other sums and charges at any time paid or
payable hereunder by Tenant to Landlord, to any Mortgagees or other transferees
designated by Landlord. In any such case Tenant shall pay the Basic Rent,
Additional Rent and such other sums and charges so assigned, subject to the
terms of the Lease, upon receipt from Landlord of written notice, to such
Mortgagees and other transferees at the addresses mentioned in and in accordance
with terms of such instruments of designation.

    


    22.           Mortgagees’
Rights

    


    This Lease is and shall be subject and
subordinate to any mortgage (and to any amendments, extensions, increases,
refinancing or restructuring thereof) of the Property, the Building or the
Premises, whether such mortgage is filed prior or subsequent to the execution,
delivery or the recording of this Lease or any notice hereof (the holder from
time to time of any such mortgage is hereinafter called the “Mortgagee”). The
foregoing subordination shall be self-operative and automatically effective as
to any existing mortgage or mortgage filed subsequent to the execution and
delivery hereof; provided, that (i) if Tenant so requests, Landlord shall use
commercially reasonable efforts (which shall not include the obligation to pay
any fee or charge or to agree to any less favorable terms or conditions in the
secured indebtedness) to obtain for the benefit of Tenant an agreement from any
future or existing Mortgagee on its standard form then in use that, for so long
as there exists no default beyond applicable grace periods under this Lease by
Tenant, and subject to such Mortgagee’s customary exceptions and qualifications,
the Mortgagee will not, in foreclosing against or taking possession of the
Premises or otherwise exercising its rights under such mortgage, terminate this
Lease or disturb Tenant’s possession of the Premises hereunder, or words of
similar import and (ii) such subordination shall not otherwise unreasonably
restrict or limit the rights or increase the obligations of Tenant under this
Lease. Tenant hereby agrees to execute, acknowledge and deliver in recordable
form such instruments confirming and evidencing the foregoing subordination as
Landlord or any such Mortgagee may from time to time reasonably
require.

     

    
      
        
        

      

      
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    Provided that Tenant has been provided
with written notice of such mortgage and appropriate addresses to which notice
should be sent, no notice from Tenant of any default by Landlord in its
obligations shall be valid, and Tenant shall not attempt to terminate this
Lease, withhold Basic Rent or Additional Rent or exercise any other remedy which
may arise by reason of any such default, unless Tenant first gives such notice
to such Mortgagee and provides such Mortgagee with reasonable time after such
notice to cure such default. Tenant shall and does hereby agree, upon default by
Landlord under any mortgage, to attorn to and recognize the Mortgagee or anyone
else claiming under such mortgage, including a purchaser at a foreclosure sale,
upon receipt of written request from a successor to the interest of Landlord
under this Lease, to execute, acknowledge and deliver in recordable form such
evidence of this attornment, and to make payments of Basic Rent and Additional
Rent hereunder directly to the Mortgagee or any such successor, as the case may
be, provided that this Lease shall continue in full force and effect as a direct
lease between such Mortgagee or successor and Tenant. Tenant may comply with the
instructions given it by such Mortgagee or successor without the need to verify
Landlord’s default under the subject mortgage.  Any Mortgagee may, at
any time, by giving written notice to, and without any further consent from,
Tenant, subordinate its mortgage to this Lease, and thereupon the interest of
Tenant under this Lease shall automatically be deemed to be prior to the lien of
such mortgage without regard to the relative dates of execution. delivery or
recording thereof or otherwise.

    


    23.           Tenant’s Default; Landlord’s
Remedies

    


    If Tenant shall: (i) default in the
payment when due of any Basic Rent, Additional Rent, or any other charges
hereunder, and such default shall continue for five (5) days after written
notice from Landlord of such default; or (ii) if Tenant shall default in the
performance or observance of any of the other covenants contained in this Lease
on Tenant’s part to be performed or observed and shall fail, within thirty (30)
days after written notice from Landlord of such default, to cure such default,
or if such cure cannot reasonably be completed within thirty (30) days, if
Tenant fails promptly to commence such cure, and thereafter diligently complete
it (and in any event within sixty (60) days following the end of said thirty
(30) day period); or (iii) if the estate hereby created shall be taken on
execution, or by other process of law or if Tenant shall be found, under Title
11 of the United States Code as from time to time in effect, or under any
applicable law, other than said Title 11, of any jurisdiction relating to the
liquidation or reorganization of debtors or to the modification or alteration of
the rights of creditors, to be bankrupt or insolvent, or an order by a court of
competent jurisdiction shall be entered approving its liquidation or
reorganization or any modification or alteration of the rights of its creditors
(which order is not discharged within 60 days after such entry) or assuming
custody of, or appointing a receiver or other custodian for, all or a
substantial part of its property (in every such case, a “Default of Tenant”);
then, and in any of said cases, Landlord may, to the extent permitted by law,
immediately or at any time thereafter and without demand or notice, terminate
this Lease and enter into and upon the Premises, or any part thereof in the name
of the whole, and repossess the same as of Landlord’s former estate, and, by any
lawful means, expel Tenant and those claiming through or under Tenant and remove
its effects without being deemed guilty of any manner of trespass, and without
prejudice to any remedies which might otherwise be used for arrears of rent or
preceding breach of covenant.

    


    No termination or repossession provided
for in this Paragraph 23 shall relieve Tenant or any guarantor of the
obligations of Tenant under this Lease of or from its liabilities and
obligations under this Lease, all of which shall survive any such termination or
repossession. In the event of any such termination or repossession, Tenant shall
pay to Landlord either: (i) in advance on the first day of each month, for what
would have been the entire balance of the Term one-twelfth (1/12) (and a pro
rata portion thereof for any fraction of a month) of the annual Basic Rent,
Additional Rent and all other amounts for which Tenant is obligated hereunder,
less, in each case, the actual net receipts by Landlord by reason of any
reletting of the Premises after deducting Landlord’s expenses in connection with
such reletting, including, without limitation, removal, storage and repair and
renovation costs and reasonable brokers’

     

    
      
        
        

      

      
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    and
attorneys’ fees; or (ii) at the option of Landlord exercisable by Landlord’s
giving notice to Tenant within thirty (30) days after any such termination, an
amount equal to the amount by which the payments of Basic Rent and Additional
Rent reasonably estimated to be payable for the balance of the Term after the
date of the exercise of said option would exceed the payments reasonably
estimated to be the fair rental value of the Premises over such period,
determined as of such date.  Landlord will use reasonable efforts to
mitigate its damages.

    


    Without thereby affecting any other
right or remedy of Landlord hereunder, Landlord may, at its option, cure for
Tenant’s account any default by Tenant hereunder which remains uncured after
said thirty (30) days’ notice of default from Landlord to Tenant, and the cost
to Landlord of such cure shall be deemed to be Additional Rent and shall be paid
to Landlord by Tenant with the installment of Basic Rent next accruing, together
with interest thereon, from the date so expended until the date repaid, at the
annual rate of ten percent (10%). Without thereby affecting any other right or
remedy of Landlord hereunder, Landlord may, at its option, charge Tenant a late
charge in the amount of five percent (5%) of the amount overdue in connection
with any Basic Rent or Additional Rent not paid within five (5) days of the date
when due.

    


    24.           Remedies Cumulative;
Waivers

    


    Except as stated otherwise herein, the
specific remedies to which either party may resort under the terms of this Lease
are cumulative and are not intended to be exclusive of any other remedies or
means of redress to which that party may be lawfully entitled under any
provision of this Lease or otherwise. The failure of Landlord or Tenant to
insist in any one or more instances upon the strict performance of any of the
covenants of this Lease shall not be construed as a waiver or relinquishment for
the future of such covenant. A receipt by Landlord, or payment by Tenant, of
Basic Rent or Additional Rent with knowledge of the breach of any covenant
hereof shall not be deemed a waiver of such breach, and no waiver, change,
modification or discharge by Landlord or Tenant of any provision in this Lease
shall be deemed to have been made or shall be effective unless expressed in
writing and signed by an authorized representative of Landlord or of Tenant, as
the case may be. In addition to the other remedies in this Lease provided,
Landlord or Tenant, as the case may be, shall be entitled to the restraint by
injunction of the covenants, conditions or provisions of this Lease, or to a
decree compelling performance of or compliance with any of such covenants,
conditions or provisions.

    


    25.           Broker

    


    Tenant warrants and represents that it
has not dealt with any real estate broker other than Cushman & Wakefield of
Massachusetts, Inc. (the “Landlord’s Broker”) and
CresaPartners Boston ( the “Tenant’s Broker”) in connection with the Premises or
this Lease. Tenant shall indemnify and hold Landlord harmless from and against
any liability for commissions due any real estate broker or finder other than
the Brokers with whom Tenant is claimed to have dealt in connection with this
Lease.

    


    26.           Notices

    


    Any notices or other communications
hereunder shall be in writing and delivered by hand or mailed, postage prepaid,
by registered or certified mail, return receipt requested, or delivered by
generally-recognized overnight delivery service, if to Landlord at the address
first set forth above, with a copy to Stephen T. Langer, Esq., Langer &
McLaughlin, LLP, 137 Newbury Street, Boston, MA 02116, and if to Tenant at the
address first set forth above, and if to any Mortgagee at such address as it may
specify by such written notice to Landlord and Tenant, or at such other address
as any of them may from time to time specify by like notice to the others. Any
such notice shall be deemed given when personally delivered or, if mailed, three
business days after having been mailed as herein provided, unless mailed
by

     

    
      
        
        

      

      
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    generally-accepted
overnight delivery service, in which case notice shall be deemed given one
business day after having been so mailed.

    


    27.           Estoppel
Certificate

    


    Each party shall, from time to time,
within twenty (20) days after receipt of written request from the other party or
any Mortgagee, execute, acknowledge and deliver, without charge, to the other
party, the Mortgagee or any other person designated, a statement in writing
certifying: (i) that this Lease is unmodified and in full force and effect (or
if there have been modifications, identifying the same by the date thereof and
specifying the nature thereof); (ii) that, to the knowledge of the certifying
party, there exist no defaults (or if there be any defaults, specifying the
same); (iii) the amount of the Basic Rent, the dates to which the Basic Rent,
Additional Rent and other sums and charges payable hereunder have been paid;
(iv) that, to the knowledge of the certifying party, there exist no claims
against the other party hereunder except for the continuing obligations under
this Lease (or if the certifying party has any such claims, specifying the
same); and (v) such other matters as the requesting party or the Mortgagee may
reasonably request.

    


    28.           Bind and Inure; Limited
Liability of Landlord

    


    All of the covenants, agreements,
stipulations, provisions, conditions and obligations herein expressed and set
forth shall be considered as running with the land and shall extend to, bind and
inure to the benefit of Landlord and Tenant, which terms as used in this Lease
shall include their respective successors and assigns where the context hereof
so admits.

    


    Neither Landlord nor any principal of
Landlord shall have any individual or personal liability for the fulfillment of
the covenants, agreements and obligations of Landlord hereunder, Tenant’s
recourse and Landlord’s liability hereunder for any monetary judgment shall be
limited to the Landlord’s interest in the Property and the Building and the
rents accruing therefrom. The term “Landlord” as used in this Lease shall refer
to the owner or owners from time to time of the Property or the Building, it
being understood that no such owner shall have any liability hereunder for
matters arising from and after the date such owner ceases to have any interest
in the Property or the Building, provided that the successor to such owner
expressly assumes in writing the covenants, agreements and obligations of
Landlord hereunder. Landlord shall never be liable for any consequential,
indirect or punitive damages under any circumstances.  Landlord shall
in no event be in default in the performance of any of Landlord’s obligations
hereunder unless and until Landlord shall have failed to perform such
obligations within thirty (30) days, or if such failure is of such a nature that
Landlord cannot reasonably remedy the same within such thirty (30) day period,
Landlord shall fail to commence promptly (and in any event within such thirty
(30) day period) to remedy the same and to prosecute such remedy to completion
with diligence and continuity. To the extent permitted by law, Tenant expressly
waives the benefits of any statute or other law now or hereafter in effect which
would otherwise afford Tenant the right to make repairs at Landlord’s expense or
to terminate this Lease because of Landlord’s failure to keep the Property in
good order, condition and repair.

    


    29.           Captions

    


    The captions for the numbered
paragraphs of this Lease are provided for reference only and they do not
constitute a part of this agreement or any indication of the intentions of the
parties hereto.

    


    30.           Integration

    


    All prior written and oral agreements
between the parties and all prior representations made by

     

    
      
        
        

      

      
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    either
party to the other with respect to the subject matter hereof have been
incorporated in this instrument or otherwise satisfied prior to the execution
hereof.

    


    31.           Severability; Choice of
Law

    


    If any provision of this Lease shall be
declared to be void or unenforceable either by law or by a court of competent
jurisdiction, the validity or enforceability of remaining provisions shall not
thereby be affected. This Lease is made under, and shall be construed in
accordance with, the laws of The Commonwealth of Massachusetts.

    


    32.           Enforcement of
Rights

    


    All reasonable costs or expenses,
including reasonable attorneys’ fees, incurred by Landlord in connection with
amendments to, consents under and subleases and assignments of this Lease (other
than assignments or subleases described in Paragraph 20(b) above) shall be paid
by Tenant to Landlord upon receipt of written demand. All reasonable costs or
expenses, including reasonable attorney’s fees, incurred by Tenant in connection
with amendment to and consents under this Lease requested by Landlord shall be
paid by Landlord to Tenant upon receipt of written demand.  All
reasonable costs or expenses, including reasonable attorneys’ fees, incurred by
a party in enforcing its rights or remedies hereunder, whether during or after
the expiration or termination of the term, shall be paid by the party prevailing
in such enforcement of rights and remedies.  Moreover, if either party
hereto is, without fault on its own part, made a party to any action instituted
by or against the other party to this Lease due to such other party’s fault,
such other party shall indemnify the party innocently involved and save it
harmless against and from all such cost and expense incurred therein including,
without limitation, reasonable attorneys’ fees. Time shall be of the essence of
this Lease.

    


    33.           Covenants Regarding
Hazardous Materials

    


    Tenant shall not cause or allow any of
its employees, agents, customers, visitors, invitees, licensees, contractors,
assignees or subtenants (collectively “Tenant’s Parties”) to
cause any Hazardous Materials to be brought on to, used, generated, stored or
disposed of, on or about the Property. Notwithstanding the foregoing, Tenant may
store and use (but not manufacture or dispose of) in the Premises such materials
as are customarily used in Tenant’s business activities to the extent necessary,
provided that no such materials shall exceed the quantity or concentration
permitted from time to time by applicable Hazardous Materials Laws (as defined
below). Tenant and all Tenant Parties shall strictly comply with the
requirements of all federal, state or local laws, rules and regulations relating
to Hazardous Materials, including, without limitation, the Resources
Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. Section 6901 et seq.;
the Comprehensive Environmental Response, Liability and Recovery Act,
(“CERCLA”), 42 U.S.C. Section 9601 et seq., 42 U.S.C. Section 2601 et seq.; the
Hazardous Materials Transportation Act, 49 U.S.C. Section 1802 et seq.; and
Massachusetts General Laws, Chapters 21C and 21E, and all rules, procedures and
regulations promulgated under any of the foregoing, as such laws, rules and
regulations may be amended from time to time (collectively “Hazardous Materials Laws”). Without limitation,
Tenant shall maintain all required Material Safety Data Sheets, and such other
filings and records as shall be required by Hazardous Materials Laws or by
Tenant’s or Landlord’s insurer(s) or other regulatory bodies. Tenant will
provide complete and accurate information to Landlord regarding such materials
upon request (provided that the Landlord’s right to request such information
shall in no way impose any liability or obligation on Landlord in respect
thereof). All such materials shall be procured, stored, handled, used and
disposed of by qualified (and, where required, licensed) personnel in the manner
from time to time provided by law. Without limiting any of the foregoing, Tenant
shall indemnify, defend by counsel reasonably acceptable to Landlord, protect
and hold Landlord harmless from and against all liabilities, losses, costs and
expenses, demands,

     

    
      
        
        

      

      
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    causes of
action, claims, or judgments (including without limitation diminution in value
and costs of inspecting and detecting such Materials, engineering costs, filing
fees, legal costs, and all costs and expenses of or related to testing,
remediation and removal) suffered by Landlord and directly or indirectly arising
out of (i) the violation of the foregoing covenants and conditions, or (ii) the
use, generation, storage or disposal of Hazardous Materials by Tenant or any of
Tenant’s Parties on the Property (whether or not in violation of applicable
Hazardous Materials Laws). For the purposes hereof, “Hazardous Materials” shall
include, without limitation, any oil or petroleum-based substances, or other
materials or substances, that may pose a threat to the quality of the
environment or to human health or safety, or that are so designated by Hazardous
Materials Laws. Tenant shall promptly reimburse Landlord for any increase in the
premiums for Landlord’s liability or property insurance that is allocable to
Tenant’s activities in the Premises involving Hazardous
Materials.  Tenant’s obligations pursuant to the foregoing indemnity
shall survive the termination of this Lease.

    


    34.           Recording

    


    Tenant agrees not to record this Lease
or any notice or memorandum thereof.

    


    35.           Security
Deposit

     

    On or before the Early Access Date,
Tenant will deposit with Lessor a security deposit (the “Security Deposit”) in
the amount of Ninety-Two Thousand Dollars ($92,000.00) to be held by Landlord
for the duration of the Lease as security for the full performance by Tenant of
all of the obligations on the part of Tenant hereunder.  The Security
Deposit shall, at the option of Tenant, be in the form of an irrevocable demand
letter of credit (the “Letter of Credit”),
in form and substance reasonably acceptable to Landlord, issued by an
FDIC-insured commercial banking institution reasonably acceptable to
Landlord.

     

    If the Security Deposit, or any portion
thereof, is in the form of cash, Landlord shall hold the same without liability
for interest and without any obligation to segregate such cash from Landlord’s
other funds.  Tenant shall not mortgage, pledge, grant a security
interest in, or otherwise encumber the Security Deposit.  Landlord
shall have the right from time to time, without prejudice to any other remedy
Landlord may have on account thereof, to apply such Security Deposit, or any
part thereof, to Landlord’s damages arising from any Default of
Tenant.  Upon such application, Tenant shall promptly restore the
Security Deposit to its original amount.  Upon the full performance by
Tenant of its obligations hereunder, the Security Deposit, or such amount that
shall be remaining after application of the same hereunder, shall be returned to
Tenant within thirty (30) days after the expiration or earlier termination of
this Lease and surrender of possession of the Premises by Tenant to Landlord at
such time.

     

    If the Security Deposit is in the form
of a Letter of Credit, such Letter of Credit shall, throughout the Term, be in
full force and in compliance with the terms of this Lease.  Tenant
shall not mortgage, pledge, grant a security interest in, or otherwise encumber
the Letter of Credit or the proceeds of the same. Landlord shall have the right
from time to time, without prejudice to any other remedy Landlord may have on
account thereof, to draw on the Letter of Credit and apply the proceeds, or any
part thereof, to Landlord’s damages arising from any Default of Tenant (beyond
applicable notice and cure periods) on the part of Tenant.  Upon such
application, Tenant shall promptly restore the Security Deposit to its original
amount either by delivering cash or a new Letter of Credit complying with the
provisions hereof to Landlord.  In the event such Letter of Credit
will expire by its terms prior to the end of the Term and Tenant fails to
provide a substitute Letter of Credit at least thirty (30) days prior to such
expiration, then Landlord may draw on the Letter of Credit and hold the
proceeds.  Any portion of the proceeds of the Letter of Credit not
applied to cure a Default of Tenant hereunder shall be held by Landlord as a
cash Security Deposit pursuant to the provision set forth above unless Landlord
shall require a new Letter of Credit

     

    
      
        
        

      

      
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    complying
with the provisions hereof, in which event the unapplied cash proceeds shall be
promptly returned to Tenant for such purpose.  Upon the full
performance by Tenant of its obligations hereunder, the Letter of Credit (or the
remaining proceeds thereof if previously drawn and not applied to cure a Default
of Tenant hereunder), shall be surrendered to Tenant within thirty (30) days
after the expiration or earlier termination of this Lease and surrender of
possession of the Premises by Tenant to Landlord at such time.

     

    36.           Option to
Extend

    


    (a)           Provided
that, at the time of such exercise, (i) there exists no Default of Tenant beyond
applicable cure periods; (ii) this Lease is still in full force and effect and
Tenant actually occupies the entire Premises; and (iii) Tenant shall not
have sublet any or all of the Premises, Tenant shall have the right to extend
the Term of this Lease as to the Premises originally leased hereunder for one
extended term (the “Extended Term”) of
three (3) years.  The Extended Term shall commence on the day
immediately following the expiration date of the Initial Term, and shall end on
the day immediately preceding the third anniversary of the first day of the
Extended Term.  Tenant shall exercise such option by giving Landlord
written notice of its desire to do so, not later than ninety (90) days prior to
the expiration of the Initial Term, it being agreed that time shall be of the
essence with respect to the giving of such notice.  The giving of such
notice shall automatically extend the Term of this Lease for the Extended Term
of this Lease for the Extended Term, and no instrument of renewal need be
executed.  In the event that Tenant fails to give such notice to
Landlord within such time, the Term of this Lease shall automatically terminate
at the end of the Initial Term, and Tenant shall have no further right or option
to extend the Term of this Lease, time being of the essence.  The
Extended Term shall be on all the terms and conditions of this Lease, except
that:  (i) Landlord shall have no obligation to perform or pay
for any construction or improvements to the Premises, with respect to the
Extended Term unless otherwise expressly agreed at the time; and (ii) the Basic
Rent for the Extended Term shall be determined in accordance with Paragraph
36(b).

    


    (b)           The
Basic Rent for the Extended Term shall be at a rental rate equal to the Fair
Market Rental Value (in the North Suburban Boston area) of the Premises as of
the commencement of the Extended Term, determined without regard to Tenant’s
right to extend, as agreed by the parties, it being understood that during the
Extended Term, Additional Rent shall continue to be calculated in accordance
with Paragraph 7 of this Lease.

    


    (c)           (i)
The term “Fair Market Rental Value” shall mean the annual fixed rent that a
willing tenant would pay and a willing landlord would accept, each acting in its
own best interest and without duress, in an arms-length lease of the premises in
question as of the date (the “Determination Date”)
on which the same is to become effective.  If Landlord and Tenant
shall fail to agree upon the Fair Market Rental Value within sixty (60) days
before the Determination Date, then Landlord and Tenant each shall give notice
(the “Determination
Notice”) to the other setting forth their respective determinations of
the Fair Market Rental Value, and, subject to the provisions of paragraph (ii)
below, either party may apply to the American Arbitration Association or any
successor thereto for the designation of an arbitrator satisfactory to both
parties to render a final determination of the Fair Market Rental
Value.  The arbitrator shall be a real estate appraiser or consultant
who shall have at lease ten (10) years’ continuous experience as a commercial
real estate broker or appraiser, and having significant experience with property
similar to the Building in the greater Boston area.  The arbitrator
shall conduct such hearings and investigations as the arbitrator shall deem
appropriate and shall, within thirty (30) days  after having been
appointed, choose one of the determinations set forth in either Landlord’s or
Tenant’s Determination Notice, and that choice by the arbitrator shall be
binding upon Landlord and Tenant.  Each party shall pay its own
counsel fees and expenses, if any, in connection with any arbitration under this
paragraph (c), and the parties shall share equally all other expenses and fees
of any such arbitration.  The determination rendered in

     

    
      
        
        

      

      
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    accordance
with the provisions of this paragraph (ii) shall be final and binding in fixing
the Fair Market Rental Value.  The arbitrator shall not have the power
to add to, modify, or change any of the provisions of this Lease.

    


    (ii)           In
the event that the lower of the two determination of the Fair Market Rental
Value is greater than ninety-five percent (95%) of the higher determination,
then the Fair Market Rental Value shall not be determined by arbitration, but
shall instead be set by taking the average of the determinations set forth in
Landlord’s and Tenant’s Determination Notices. Only if the lower determination
is ninety-five percent (95%) or less of the higher determination shall the
actual determination of Fair Market Rental Value be made by an arbitrator as set
forth in paragraph (i) above.

    


    (iii)           If
for any reason the Fair Market Rental Value shall not have been determined prior
to the Determination Date, then, until the Fair Market Rental Value and,
accordingly, the Basic Rent shall have been finally determined, Tenant shall pay
Basic Rent, shall have been finally determined, Tenant shall pay Basic Rent at
the rate quoted by Landlord in Landlord’s Determination Notice, but subject to
the limitations of Paragraph 36(b) hereof.  Upon final determination
of the Fair Market Rental Value, an appropriate adjustment to the Basic Rent
theretofore paid by Tenant from and after the Determination Date shall be made
reflecting such final determination, and Landlord or Tenant, as the case may be,
shall promptly credit or pay, respective, to the other any overpayment of
deficiency, as the case may be, in the payment of Basic Rent from the
Determination Date to the date of such final determination..

    


    37.           OFAC
Compliance

    


     Tenant
represents, warrants and covenants to Landlord that (i) neither Tenant nor any
of its partners, members, principal stockholders or any other constituent entity
either in control of the operation or management of Tenant or having a
controlling financial interest in Tenant has been or will be designated or named
as a terrorist, a “Specially Designated and Blocked Person,” or other banned or
blocked person, entity, nation or transaction pursuant to any law, order, rule
or regulation that is enforced or administered by the Office of Foreign Assets
Control or on the most current list published by the U.S. Treasury Department
Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/t11
or at any replacement website or other replacement official publication of such
list (such list, or any such replacement official publication of such list, the
“OFAC List”), or by any
Executive Order or the United States Treasury Department; and (ii) Tenant has
not engaged, and will not engage, in this transaction, directly or
indirectly, on behalf of, or instigating or facilitating, and will not instigate
or facilitate, this transaction, directly or indirectly, on behalf of, any such
person, group, entity or nation. A breach of any Tenant representation, warranty
and covenant contained in this Section shall be an immediate and material
Default of Tenant under this Lease without notice or cure
rights.  Tenant hereby agrees to defend, indemnify and hold harmless
Landlord from and against any and all claims, damages, losses, risks,
liabilities and expenses (including reasonable attorneys’ fees and costs)
arising from or related to Tenant’s breach of any of the foregoing
representations, warranties and/or covenants.

    


    38.           Force
Majeure

    


    The time for performance of any act
required to be done by either party (specifically excluding the payment of Basic
Rent or Additional Rent by Tenant) shall be extended by a period equal to an
delay caused by or resulting from an act of God, war, civil commotion, fire,
casualty, labor difficulties, shortages of labor or materials or equipment,
governmental regulation, act or default of the other party, or other causes
beyond such party’s reasonable control (which shall not, however, include the
availability of funds). The party so affected by any such delay shall promptly
notify the other party, and shall diligently and continuously use reasonable
efforts to minimize the effect of such delay.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
in duplicate under seal as of the date first above written.

    


    


    WAKEFIELD
INVESTMENTS, INC.

    


    


    By:           /s/ David
Schelzi________________

    Name: David Schelzi

    Title:
President

    Hereunto
duly authorized

    


    


    IMPLANT
SCIENCES CORPORATION

    


    


    By:           /s/ Phillip C.
Thomas____________

    Name: Phillip C. Thomas

    Title:
President

    Hereunto
duly authorized

    



    
      
        
           

           

        

         


      

      
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    EXHIBIT
A

    


    Property
Description

    


    


    

      
        
          
             

             

          

           


        

        
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    EXHIBIT
A-1

    


    Floor
Plan of the Premises

    


    


    


    


    


    


    



    
      
        
           

           

        

         


      

      
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