19476_0_1(j3279_ex10d9)









EXHIBIT

10.9




 




LEASE

AGREEMENT BETWEEN




 




SEVEN

OCTOBER HILL, LLC,




AS

LANDLORD, AND




 




Harvard

BioScience, Inc. as Tenant




Building

# 7,  84 October Hill Road




Holliston,

Massachusetts




 




DATED AS

OF January 3, 2002




 





























 




BASIC

LEASE INFORMATION




 




	

  Lease Date:


  	

   


  	

  as of January 3, 2002


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Tenant:


  	

   


  	

  HARVARD

  BIOSCIENCE, INC.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Landlord:


  	

   


  	

  SEVEN

  OCTOBER HILL LLC,

  a Massachusetts limited liability company.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Premises:


  	

   


  	

  Approximately 20,000 square feet of the building (the “Building”)

  whose street address is (Building 


  #7) 84 October Hill Road, Holliston, Massachusetts as shown on the plan

  attached to the Lease as Exhibit A (the “Premises”).  The term “Building” includes the land on

  which the Building is located and the driveways, parking facilities and similar

  improvements located thereon.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Park:


  	

   


  	

  The building whose street address (Building # 7) 84  October Hill Road, Holliston,

  Massachusetts, and the land on which such buildings are located and all other

  buildings or improvements now or hereafter located on such land.  The Leased Premises and the Building are

  located upon Land (the “Park

  Land”) owned by Lessor consisting of approximately seven and

  two one hundredths (7.02) acres in the vicinity of the Building (the “Land”)

  within the industrial park known as New Englander Industrial Park (hereafter

  the “Industrial Park”).


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Term:


  	

   


  	

  Three years, commencing on April 1, 2002 (the “Commencement

  Date”) and ending at 5:00 p.m. on the last day of the 36th

  calendar month (March 31, 2005) following the Commencement Date, subject to

  adjustment and earlier termination as provided in the Lease.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Basic Rent:


  	

   


  	

  Basic Rent shall be the following amounts for the following periods

  of time:


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 








	

  Lease Month


  	

   


  	

  Monthly Basic Rent


  	

   


  	

  R.S.F.


  	

   


  	

  Yearly Basic Rent


  	

   


  
	

  April  1, 2002 - March 31, 2005


  	

   


  	

  $


  	

  11,250.00


  	

   


  	

  6.75 N.N.N.


  	

   


  	

  $


  	

  135,000.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
										










 




	

   


  	

   


  	

  As used herein, the term “Lease Month” shall mean each calendar

  month during the Term (and if the Commencement Date does not occur on the

  first day of a calendar month, the period from the Commencement Date to the

  first day of the next calendar month shall be included in the first Lease

  Month for purposes of determining the duration of the Term and the monthly

  Basic Rent rate applicable for such partial month).


  





 




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  Security Deposit:


  	

   


  	

  An additional $4,062.50 shall be paid as an additional security

  deposit on lease execution and delivery of this Lease.  This will be added to the security deposit

  currently being held ($7,187.50) to bring the total security deposit to

  $11,250.00.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Rent:


  	

   


  	

  Basic Rent and Operating Expenses, Taxes, Additional Rent (as

  hereinafter defined), Additional Rents, and all other sums that Tenant may

  owe to Landlord or otherwise be required to pay under the Lease.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Permitted Use:


  	

   


  	

  Office, warehouse, distribution and light manufacturing use as

  permitted by the zoning by-laws of the Town of Holliston.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Tenant’s Proportionate Share:


  	

   


  	

  17.86%, which is the percentage obtained by dividing the rentable

  square feet in the Premises (20,000) the rentable square feet in the Building

  (112,000).  Landlord and Tenant

  stipulate that the number of rentable square feet in the Premises and in the

  Building set forth above shall be binding upon them.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Initial Liability Insurance


  Amount:


  	

   


  	

  $2,000,000.00.


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




 




	

  Tenant’s Address:


  	

   


  	

  For All Notices


  	

  :


  
	

   


  	

   


  	

  Mark Norige


  
	

   


  	

   


  	

  Harvard BioScience, Inc.


  
	

   


  	

   


  	

  84 October Hill Road


  
	

   


  	

   


  	

  Building # 7


  
	

   


  	

   


  	

  Holliston, MA 01746


  
	

   


  	

   


  	

  508 - 893 - 8999


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Landlord’s Address:


  	

   


  	

  For all Notices


  	

  :


  
	

   


  	

   


  	

  Seven October Hill LLC


  
	

   


  	

   


  	

  c/o Parsons Commercial Group, Inc.


  
	

   


  	

   


  	

  85 Spcen Street, Suite 300


  
	

   


  	

   


  	

  Framingham, MA 01701


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Attention:  John R. Parsons,

  Jr.


  
	

   


  	

   


  	

  Telephone: 508-820-2700


  
	

   


  	

   


  	

  Telecopy: 508-820-2727


  





 




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The foregoing Basic Lease Information is incorporated into and made a

part of the Lease identified above.  If

any conflict exists between any Basic Lease Information and the Lease, then the

Lease shall control.




 




	

  LANDLORD:


  	

  SEVEN

  OCTOBER HILL LLC,

  a Massachusetts limited liability company.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ John R. Parsons Jr.


  
	

   


  	

  Name:


  	

  John R. Parsons Jr.


  
	

   


  	

  Title:


  	

  Manager Member


  





 




	

  TENANT:


  	

  HARVARD

  BIOSCIENCE, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Mark A. Norige


  
	

   


  	

  Name:


  	

  Mark A. Norige


  
	

   


  	

  Title:


  	

  C.O.O.


  





 




iii
































TABLE OF CONTENTS




 




	

  1.


  	

  DEFINITIONS AND BASIC

  PROVISIONS


  
	

  2.


  	

  LEASE

  GRANT; COMMON AREAS


  
	

  3.


  	

  TERM


  
	

  4.


  	

  RENT


  
	

  5.


  	

  DELINQUENT

  PAYMENT; HANDLING CHARGES


  
	

  6.


  	

  SECURITY DEPOSIT


  
	

  7.


  	

  LANDLORD’S

  MAINTENANCE OBLIGATIONS


  
	

  8.


  	

  UTILITIES


  
	

  9.


  	

  IMPROVEMENTS;

  ALTERATIONS; TENANT’S MAINTENANCE


  
	

  10.


  	

  USE


  
	

  11.


  	

  ASSIGNMENT AND SUBLETTING


  
	

  12.


  	

  INSURANCE;

  WAIVERS; SUBROGATION; INDEMNITY


  
	

  13.


  	

  SUBORDINATION;

  ATTORNMENT; NOTICE TO LANDLORD’S MORTGAGEE


  
	

  14.


  	

  RULES

  AND REGULATIONS


  
	

  15.


  	

  CONDEMNATION


  
	

  16.


  	

  FIRE

  OR OTHER CASUALTY


  
	

  17.


  	

  PERSONAL

  PROPERTY TAXES


  
	

  18.


  	

  EVENTS OF

  DEFAULT


  
	

  19.


  	

  REMEDIES


  
	

  20.


  	

  PAYMENT BY TENANT;

  NON-WAIVER


  
	

  21.


  	

  LANDLORD’S LIEN


  
	

  22.


  	

  SURRENDER

  OF PREMISES


  
	

  23.


  	

  HOLDING OVER


  
	

  24.


  	

  CERTAIN RIGHTS

  RESERVED BY LANDLORD


  
	

  25.


  	

  OUTSIDE STORAGE


  
	

  26.


  	

  MISCELLANEOUS


  
	

  27.


  	

  OTHER  PROVISIONS


  
	

  EXHIBIT A - PLAN SHOWING THE PREMISES


  
	

  EXHIBIT B - BUILDING RULES AND

  REGULATIONS


  
	

  EXHIBIT C - TENANT

  FINISH-WORK


  
	

  EXHIBIT D - RENEWAL OPTION


  
	

  EXHIBIT E - RIGHT

  OF FIRST REFUSAL


  





 




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LEASE




 




THIS LEASE AGREEMENT (this “Lease”) is entered

into as of January 3, 2002, between SEVEN OCTOBER HILL, LLC, (“Landlord”),  and  HAVARD

BIOSCIENCE, INC. (“Tenant”).




 




1.             Definitions and Basic Provisions.  The

definitions and basic provisions set forth in the Basic Lease Information (the

“Basic

Lease Information”) executed by Landlord and Tenant

contemporaneously herewith are incorporated herein by reference for all

purposes.  Additionally, the following

terms shall have the following meanings when used in this Lease:  “Laws” means all federal, state, and

local laws, rules and regulations, all court orders, governmental directives,

and governmental orders, and all restrictive covenants affecting the Park, and

“Law”

shall mean any of the foregoing; “Affiliate” means any person or entity

which, directly or indirectly, through one or more intermediaries, controls, is

controlled by, or is under common control with the party in question; “Tenant

Party” means any of the following persons:  Tenant; any assignees claiming by, through,

or under Tenant; any subtenants claiming by, through, or under Tenant; and any

of their respective agents, contractors, employees, and invitees; and “including”

means including, without limitation.




 




2.             Lease Grant; Common Areas. 

Subject to the terms of this Lease, Landlord leases to Tenant, and

Tenant leases from Landlord, the Premises for the Term.




 




Tenant shall have the

non-exclusive right during the Term to use the Common Areas (as defined below)

for itself, its employees, agents, customers, invitees and licensees.  The phrase “Common Areas” as used

herein shall mean the portions of the Building which are from time to time

designated and improved for common use by or for the benefit of more than one

tenant of the Building, including, but not limited to, any of the following:  the land and facilities used as parking

areas (Tenant shall be entitled to 3.5 parking spaces per 1,000 square feet of

Leased space on an unreserved basis), access and perimeter roads, landscaping

areas, exterior walks, stairways, ramps, interior corridors, stairs, but

excluding any portion thereof when reasonably designated by Landlord for a

non-common use.  Landlord agrees to

install Tenant’s name on all appropriate directories, Tenant may also elect to

erect a sign on the building or lawn, subject to Landlord’s approval said

approval shall not be unreasonably withheld. 

All Common Areas shall be subject to the exclusive control and

management of Landlord.  Landlord shall

have the right to (i) to close, if necessary, all or any portion of the

Common Areas to such extent as may be legally necessary to prevent a dedication

thereof or the accrual of any rights of any person or of the public therein;

(ii) to close temporarily all or any portion of the Common Areas to

discourage non-tenant use; (iii) to use portions of the Common Areas while

engaged in making additional improvements or repairs or alterations to the

Building; and (iv) to do and perform such other acts in, to and with

respect to the Common Areas as Landlord shall determine to be appropriate for

the Building.  Landlord shall have the

right to increase the size of the Common Areas, including the expansion thereof

to adjacent property, to reduce the Common Area, to reconfigure the parking

spaces and improvements on the Common Areas, and to make such changes therein

and thereto from time to time which in Landlord’s opinion are desirable and in

the best interests of




 





























 




all persons using the Common Areas.  Any portion of the Building not originally

included within the Common Areas shall be so included if and when so designated

by Landlord for common use.  Tenant

shall use and shall use reasonable efforts to cause its agents, employees,

invitees, vendors, suppliers and independent contractors to use such access

roads and operate trucks and trailers delivering merchandise to and from the

Premises upon and over such access roads as are designated by Landlord as a

means of ingress to and egress from the Premises.  Landlord may establish a system or systems of validation or other

type of operation to control the parking areas within the Common Areas.  Nothing contained in this Lease shall

prohibit or otherwise restrict Landlord from changing, from time to time, the

location, layout or type of parking areas within the Common Areas.




 




3.             Term. 

36 months commencing on April 1,  2002 (the “Commencement Date”) and ending at 5:00 p.m. on March

31, 2005, subject to adjustments and earlier terminations as provided for in

the Lease.




 




4.             Rent.




 




(a)           Payment. 

Tenant shall timely pay to Landlord Basic Rent and all additional sums

to be paid by Tenant to Landlord due on the first of each month under this

Lease (payments received after the first of the month will be considered past

due), without deduction or set off except as otherwise provided for herein, at

Landlord’s address provided for in this Lease or as otherwise specified by

Landlord (and shall be accompanied by all applicable state and local sales or

use taxes which presently are zero). 

Basic Rent, adjusted as herein provided, shall be payable monthly in

advance.  The first monthly installment

of Basic Rent shall be payable contemporaneously with the execution and

delivery of this Lease by Tenant; thereafter, Basic Rent shall be payable on

the first day of each month beginning on the first day of the first full

calendar month of the Term.  The monthly

Basic Rent for any partial month at the beginning of the Term shall equal the

product of 1/365 of the annual Basic Rent in effect during the partial month

and the number of days in the partial month from and after the Commencement

Date, and shall be due on the Commencement Date.




 




(b)           Operating Costs; Taxes.




 




(1)           Tenant

shall pay, as additional rent (“Additional Rent”), an amount equal to

Tenant’s Proportionate Share of Operating Costs (defined below) for each

calendar year or partial calendar year falling within the term. Landlord may

make a good faith estimate of the Additional Rent to be paid by Tenant for any

calendar year or part thereof during the Term, and Tenant shall pay to

Landlord, on the Commencement Date and on the first day of each calendar month

thereafter, an amount equal to the estimated Additional Rent for such calendar

year or part thereof divided by the number of months therein.  From time to time, Landlord may estimate and

re-estimate the Additional Rent to be due by Tenant and deliver a copy of the

estimate or re-estimate to Tenant. 

Thereafter, the monthly installments of Additional Rent payable by

Tenant shall be appropriately adjusted in accordance with the estimations so

that, by the end of the calendar year in question, Tenant shall have paid all

of the Additional Rent as estimated by Landlord.  Any amounts paid based on such an estimate shall be subject to

adjustment as herein provided when actual




 




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Operating Costs are available for each calendar year.  The Landlord agrees to cap the Operating

Costs at $1.45 per square foot for the base year of 2002, with a 5% per annum

increase to the cap limit.




 




(2)           The

term “Operating

Costs” shall mean all expenses and disbursements (subject to the

limitations set forth below) that Landlord incurs in connection with the

ownership, operation, repair, replacement and maintenance of the Building,

determined in accordance with sound accounting principles consistently applied,

including, but not limited to, the following costs: (A) wages and salaries

(including management fees) of all employees engaged in the operation,

maintenance, and security of the Building, including taxes, insurance and

benefits relating thereto; (B) all supplies and materials used in the

operation, maintenance, repair, replacement, and security of the Building; (C)

intentionally deleted; (D) cost of all utilities, except the cost of utilities

reimbursable to Landlord by the Building’s tenants other than pursuant to a

provision similar to this Section 4.(b); (E) insurance expenses; (F) repairs,

replacements, and general maintenance of the Building; (G) service or

maintenance contracts with independent contractors for the operation,

maintenance, repair, replacement, or security of the Building (including,

without limitation, alarm service, window cleaning, and elevator maintenance);




 




Operating Costs shall also include the Building’s pro

rata share of the costs of operating, managing, maintaining and cleaning (including,

without limitation, snow and ice removal) the common areas and facilities of

the Park shared by the Building and other buildings in the Park, including,

without limitation, the costs of landscaping, insurance, security, snow

plowing/sanding; the cost of maintaining and repairing the entrance and side

roads and sidewalks within the Park, the drainage system, the Park directory

and signage, the irrigation system and the street lights; and the cost of

providing electricity to the street lights. 

The Building’s pro rata share (as referred to in the preceding sentence)

shall be equal to a fraction, the numerator of which is the total number of

rentable square feet of floor area in the Building and the denominator of which

is the total number of rentable square feet of floor area in all the buildings

in the Park, from time to time.




 




Operating Costs shall not

include costs for (i) any increase in Landlord’s insurance rates which may

result from the negligent failure of Landlord or its agents, employees or contractors

to comply with the provisions of this Lease; (ii) depreciation; (iii) interest

and amortization of debt; (iv) the cost of leasehold improvements, including

redecorating work, for other tenants of the Building; (v) fees and expenses

(including legal and brokerage fees) for procuring new tenants for the Building

or settling disputes with tenants of the Building; (vi) costs incurred in

financing or refinancing of the Building; (vii) the cost of any work or service

performed for any tenant in the Building (other than Tenant) to a materially

greater extent or in a materially more favorable manner than that furnished

generally to tenants (including Tenant) in the Building;  (viii) the cost of any repair or replacement

which would be required to be capitalized under generally accepted accounting

principles other than as described in Section 4(b)(2)(C), including without

limitation the cost of renting any equipment or materials, which cost would be

so capitalized if the equipment or materials were purchased, not rented;  (ix) the cost of any item included in

Operating Costs to the extent that Landlord is actually reimbursed for such

cost by an insurance company, a condemning authority, another tenant or any

other party;  (x) ground rent;




 




3





























 




(xi) wages, salaries or other compensation paid for

clerks or attendant in concessions or newsstands operated by Landlord or an

affiliate of Landlord; (xii) the cost of installing, operating and maintaining

any specialty service (e.g. observatory, broadcasting facility, luncheon club,

retail stores, newsstands or recreational club); (xiii) any costs representing

an amount paid to an entity related to Landlord which is in excess of the

amount which would have been paid absent such relationship; (xiv) if the

Premises are located on the ground floor of the Building, any costs related to

elevators in the Building, including without limitation costs of operating,

repairing, maintaining and insuring the same. (xv) Taxes (defined below); (xvi)

federal income taxes imposed on or measured by the income of Landlord from the

operation of the Building.  (xvii)

Landlord’s maintenance obligations.




 




(3)           Tenant

shall pay, as additional rent (“Taxes Additional Rent”), an amount

equal to Tenant’s Proportionate Share of Taxes for each calendar year and

partial calendar year falling within the Term. 

Tenant shall pay Tenant’s Taxes Proportionate Share of such Taxes in the

same manner as provided above for Additional Rent with regard to Operating Costs.  “Taxes” shall mean taxes, assessments,

and governmental charges whether federal, state, county or municipal, and

whether they be by taxing districts or authorities presently taxing or by

others, subsequently created or otherwise, and any other taxes and assessments

attributable to the Building (or its operation), excluding, however, penalties

and interest thereon and federal and state taxes on income (if the present

method of taxation changes so that in lieu of the whole or any part of any

Taxes, there is levied on Landlord a capital tax directly on the rents received

therefrom or a franchise tax, assessment, or charge based, in whole or in part,

upon such rents for the Building, then all such taxes, assessments, or charges,

or the part thereof so based, shall be deemed to be included within the term “Taxes”

for purposes hereof).  For property tax

purposes, Tenant waives all rights to protest or appeal the appraised value of

the Premises, as well as the Building, and all rights to receive notices of

reappraisement.




 




(4)           By

April 1 of each calendar year, or as soon thereafter as practicable, Landlord

shall furnish to Tenant a statement of Operating Costs with reasonable backup

if requested for the previous calendar year, in each case adjusted as provided

in Section 4.(b)(5), and of the Taxes for the previous year (the “Operating

Costs and Tax Statement”). 

If the Operating Costs and Tax Statement reveals that Tenant paid more

for Operating Costs than the actual amount for the calendar year for which such

statement was prepared, or more than its actual share of Taxes for such

calendar year, then Landlord shall promptly credit or reimburse Tenant for such

excess; likewise, if Tenant paid less than Tenant’s actual Additional Rent or

Taxes Additional Rent due, then Tenant shall promptly pay Landlord such

deficiency; however, Landlord will endeavor to give Tenant relevant tax notices

and reasonably cooperate with Tenant to reduce taxes.




 




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Unless Tenant shall have taken written exception to

the Operating Costs and Tax Statement, or any item therein, within sixty (60)

days after the furnishing of the Operating Costs and Tax Statement to Tenant,

such Operating Costs and Tax Statement shall be considered as final and accepted

by Landlord and Tenant; provided however, should Tenant take written exception

to the Operating Costs and Tax Statement within said sixty (60) day period,

then Tenant or its representative shall have the right to examine Landlord’s

books and records with respect to the calculation of the common expenses during

Landlord’s normal business hours at any time within thirty (30) days following

the date of Tenant’s written exception. 

In the event such Operating Costs and Tax Statement indicates or such examination

determines, based on generally accepted accounting principles, that such common

expenses were overstated, Landlord shall promptly reimburse Tenant for any

over-payment.




 




5.             Delinquent Payment; Handling Charges.  All past due

payments required of Tenant hereunder shall bear interest from the date due

until paid at the lesser of 13% per annum or the maximum lawful rate of

interest; additionally, Landlord may charge Tenant a fee equal to $ 250.00, to

reimburse Landlord for its cost and inconvenience incurred as a consequence of

Tenant’s delinquency.  The Landlord must

give written notice to the Tenant of the delinquency prior to charging the

Tenant the additional fee of $ 250.00. 

Tenant has 5 business days from the date notice was received to correct

the delinquency. In no event, however, shall the charges permitted under this

Section 5 or elsewhere in this Lease, to the extent they are considered to be

interest under applicable Law, exceed the maximum lawful rate of interest.




 




6.             Security Deposit.  Contemporaneously with the execution and

delivery of this Lease by Tenant, Tenant shall pay to Landlord an additional $

4,062.50 which shall be held by Landlord to secure Tenant’s performance of its

obligations under this Lease.  This

amount will be added to the amount currently held ($7,187.50) by Seven October

Hill, LLC for a total security deposit of $ 11,250.00 The Security Deposit is

not an advance payment of Rent or a measure or limit of Landlord’s damages upon

an Event of Default (defined in Section 17). 

Landlord may, from time to time following an Event of Default and

without prejudice to any other remedy, use all or a part of the Security

Deposit to perform any obligation Tenant fails to perform hereunder.  Following any such application of the Security

Deposit, Tenant shall pay to Landlord on demand the amount so applied in order

to restore the Security Deposit to its original amount.  Provided that Tenant has performed all of

its obligations hereunder, Landlord shall, within 30 days after the Term ends

and Tenant has vacated the Premises, return to Tenant the portion of the

Security Deposit which was not applied to satisfy Tenant’s obligations.  The Security Deposit may be commingled with

other funds, and no interest shall be paid thereon.  If Landlord transfers its interest in the Premises and the

transferee assumes Landlord’s obligations under this Lease, then Landlord may

assign the Security Deposit to the transferee and Landlord thereafter shall

have no further liability for the return of the Security Deposit.




 




5





























 




7.             Landlord’s Maintenance Obligations




 




(a)           Landlord’s Obligations.  This Lease is intended to be a net lease;

accordingly, Landlord’s maintenance obligations are limited to the replacement

of the Building’s roof and maintenance of the foundation and structural members

of exterior walls (the “Building’s Structure”) plus replacement of HVAC system

if warranted and maintenance of the common areas; Landlord shall not be

responsible for alterations to the Building’s Structure required by applicable

law because of Tenant’s use of the Premises (which alterations shall be

Tenant’s responsibility).  The

Building’s Structure does not include doors, locks, special fronts, or office

entries, all of which shall be maintained by Tenant.




 




(b)           Landlord’s Right to Perform Tenant’s Obligations.  Upon 30 days notice and with an opportunity

thereafter for Tenant to perform its obligations, Landlord may perform Tenant’s

maintenance, repair, and replacement obligations and any other items that are

Tenant’s obligations pursuant to Section 5. 

Tenant shall reimburse Landlord for the cost incurred in so doing within

30 days after being invoiced therefore.




 




8.             Utilities




 




                (a)           Utilities.  Tenant shall obtain and pay for all water,

gas, electricity, heat, telephone, sprinkler charges and other utilities and

services used at the Leased Premises, together with all taxes, penalties,

surcharges, and maintenance charges pertaining thereto.  Landlord may, at Tenant’s expense, separately

meter and bill Tenant directly for its use of any such utility services.  Landlord shall not be liable for any

interruption or failure of utility service to the Premises unless caused by

Landlord’s affirmative acts or negligence or failure to use reasonable efforts

to restore.  Any amounts payable by

Tenant under this Section shall be due within 30 days after Landlord has

invoices Tenant therefore.  Landlord

will provide adequate service for normal use as an office building.




 




                (b)           Electric

Service Provider. 

Landlord has advised Tenant that presently NSTAR Electric (the “Electric

Service Provider”) is the electric utility company selected by

Landlord to provide electricity service for the Building.  Notwithstanding the foregoing, Landlord

reserves the right at any time and from time to time before or during the Term

to either contract for electric service from a different company or companies

providing electricity service (each such company shall hereinafter be referred

to as an “Alternative Service Provider”) or continue to contact for

electricity service from the Electric Service Provider.  Tenant shall cooperate with Landlord, the

Electric Service Provider and any Alternative Service Provider at all times

and, as reasonably necessary, shall allow Landlord, the Electric Service

Provider and any Alternative Service Provider reasonable access to the

Building’s electric lines, feeders, risers, wiring and other machinery within

the Premises.




 




(c)           Excess

Utility Use.  Tenant

shall not install any electrical equipment requiring special wiring or

requiring voltage in excess of 220/440 volts or otherwise exceeding Building

capacity unless approved in advance by Landlord.  The use of electricity in the Premises shall not exceed the

capacity of existing feeders and risers to or wiring in the Premises.  Any risers or wiring required to meet

Tenant’s




 




6





























 




excess electrical requirements shall, upon Tenant’s written request, be

installed by Landlord, at Tenant’s cost, if, in Landlord’s judgment, the same

are necessary and shall not cause permanent damage to the Building or the

Premises, cause or create a dangerous or hazardous condition, entail excessive

or unreasonable alterations, repairs, or expenses, or interfere with or disturb

other tenants of the Building.  If

Tenant uses machines or equipment in the Premises which affect the temperature

otherwise maintained by the air conditioning system or otherwise overload any

utility, Landlord may install supplemental air conditioning units or other

supplemental equipment in the Premises, and the cost thereof, including the

cost of installation, operation, use, and maintenance, shall be paid by Tenant

to Landlord within 30 days after Landlord has delivered to Tenant an invoice

therefore.  Landlord agrees to provide

electrical for normal use in the expansion of Exhibit C.




 




9.             Improvements; Alterations; Tenant’s

Maintenance




 




(a)           Improvements;

Alterations. 

Improvements to the Premises shall be installed at Tenant’s expense only

in accordance with plans and specifications, which have been previously

submitted to and approved in writing by Landlord.  No structural alterations or physical additions in or to the

Premises may be made without Landlord’s prior written consent, which shall not

be unreasonably withheld or delayed; however, Landlord may withhold its consent

to any alteration or addition that would affect the Building’s structure or its

HVAC, plumbing, electrical, or mechanical systems.  Tenant shall not paint or install signs, window or door

lettering, or advertising media of any type on or about the Premises without

the prior written consent of Landlord, which shall not be unreasonably withheld

or delayed; however, Landlord may withhold its consent to any such painting or

installation which would affect the appearance of the exterior of the Building

or of any common areas of the Building. All alterations, additions, and

improvements shall be constructed, maintained, and used by Tenant, at its risk

and expense, in accordance with all Laws; Landlord’s approval of the plans and

specifications therefore shall not be a representation by Landlord that such

alterations, additions, or improvements comply with any Law.




 




(b)           Tenant’s

Maintenance.  Tenant

shall maintain all parts of the Premises in a good condition and promptly make

all necessary repairs and replacements to the Premises, excepting only that

work which Landlord is expressly responsible for pursuant to Section

7.(a).  Tenant shall maintain the

plumbing, electrical, and mechanical systems in the Premises in good repair and

condition in accordance with applicable law and the equipment manufacturer’s

suggested service programs.  If Landlord

so directs, Tenant shall enter into a preventive maintenance/service contract

with a maintenance contractor approved by Landlord for servicing all air

conditioning, heating, ventilating and other equipment located within or

serving the Premises.  Tenant agrees to

coordinate with the Landlord, the repair and maintenance of the HVAC

system.  The Landlord shall pay for such

repair and maintenance of the HVAC as necessary, to the extent not damaged by

negligence of the Tenant, its, agents, employees, or invitees.




 




(c)           Performance

of Work.  Tenant shall

cause all contractors and subcontractors to procure and maintain insurance

coverage naming Landlord as an additional insured against such risks, in such

amounts, and with such companies as




 




7





























 




Landlord may reasonably require. 

All such work shall be performed in accordance with all Laws and in a

good and workmanlike manner so as not to damage the Building (including the

Premises, the structural elements, and the plumbing, electrical lines, or other

utility transmission facility).  All

such work which may affect the Building’s HVAC, electrical, plumbing, other

mechanical systems, or structural elements must be approved by the Building’s

engineer of record, at Tenant’s expense and, at Landlord’s election, must be

performed by Landlord’s usual contractor for such work.  Tenant shall provide sworn statements,

including the names, addresses and copies of contracts for all contractors, and

upon completion of any work shall promptly furnish Landlord with sworn owner’s

and contractor’s statements and full and final waivers of lien covering all

labors and materials included in the work in question.




 




(d)           Mechanic’s

Liens.  Tenant shall not

permit any mechanic’s liens to be filed against the Premises or the Building

for any work performed, materials furnished, or obligation incurred by or at

the request of Tenant.  If such a lien

is filed, then Tenant shall, within 10 days after Landlord has delivered

notice of the filing thereof to Tenant, either pay the amount of the lien or

diligently contest such lien and deliver to Landlord a bond or other security

reasonably satisfactory to Landlord.  If

Tenant fails to timely take either such action, then Landlord may pay the lien

claim, and any amounts so paid, including expenses and interest, shall be paid

by Tenant to Landlord within 10 days after Landlord has invoiced Tenant

therefore.




 




10.          Use. 

Tenant shall continuously occupy and use the Premises only for the

Permitted Use and shall comply with all Laws relating to the use, condition,

access to, and occupancy of the Premises. 

The Premises shall not be used for any use, which is disreputable,

creates extraordinary fire hazards, or for the storage of any Hazardous

Materials.  If, because of a Tenant

Party’s acts, the rate of insurance on the Building or its contents increases,

then such acts shall be an Event of Default, Tenant shall pay to Landlord the

amount of such increase on demand, and acceptance of such payment shall not

waive any of Landlord’s other rights. 

Tenant shall conduct its business and control each other Tenant Party so

as not to create any nuisance or unreasonably interfere with other tenants or

Landlord in its management of the Building.




 




11.          Assignment and Subletting




 




(a)           Transfers.  Except as provided in Section 11. (f),

Tenant shall not, without the prior written consent of Landlord, (1) assign,

transfer, or encumber this Lease or any estate or interest herein, whether

directly or by operation of law, (2) Intentionally Deleted (3) if Tenant is an

entity other than a corporation whose stock is publicly traded, permit the

transfer of an ownership interest in Tenant so as to result in a change in the

current control of Tenant, (4) sublet any portion of the Premises, (5) grant

any license, concession, or other right of occupancy of any portion of the

Premises, or (6) permit the use of the Premises by any parties other than

Tenant (any of the events listed in Section 11.(a)(1) through 11.(a)(6) being a

“Transfer”).




 




(b)           Consent

Standards.  Landlord

shall not unreasonably withhold its consent to any proposed Transfer, provided

that the proposed transferee is creditworthy, has a good reputation in the

business community, will use the Premises for the Permitted Use and will not

use the Premises in any manner that would conflict




 




8





























 




with any exclusive use agreement or other similar agreement entered

into by Landlord with any other tenant of the building, is not a governmental

entity, or subdivision or agency thereof, and is not another occupant of the

Building or person or entity with whom Landlord is negotiating to lease space

in the Building; otherwise, Landlord may withhold its consent in its sole

discretion.




 




(c)           Request

for Consent.  If Tenant

requests Landlord’s consent to a proposed Transfer, then Tenant shall provide

Landlord with a written description of all terms and conditions of the proposed

Transfer, copies of the proposed documentation, and the following information

about the proposed transferee: name and address; reasonably satisfactory

information about its business and business history; its proposed use of the

Premises; banking, financial, and other credit information; and general

references sufficient to enable Landlord to determine the proposed transferee’s

creditworthiness and character.  Tenant

shall also reimburse Landlord immediately upon request for its reasonable

attorneys’ fees incurred in connection with considering any request for consent

to a proposed Transfer.  Tenant shall

pay for reasonable attorneys fees.




 




(d)           Conditions

to Consent.  If Landlord

consents to a proposed Transfer, then the proposed transferee shall deliver to

Landlord a written agreement whereby it expressly assumes Tenant’s obligations

hereunder; however, any transferee of less than all of the space in the

Premises shall be liable only for obligations under this Lease that are

properly allocable to the space subject to the Transfer for the period of the

Transfer. No Transfer shall release Tenant from its obligations under this

Lease, but rather Tenant and its transferee shall be jointly and severally

liable therefore.  Landlord’s consent to

any Transfer shall not waive Landlord’s rights as to any subsequent

Transfers.  If an Event of Default

occurs while the Premises or any part thereof are subject to a Transfer, then

Landlord, in addition to its other remedies, may collect directly from such

transferee all rents becoming due to Tenant and apply such rents against

Rent.  Tenant authorizes its transferees

to make payments of rent directly to Landlord upon receipt of notice from Landlord

to do so. Tenant shall pay for the cost of any demising walls or other

improvements necessitated by a proposed subletting or assignment.




 




(e)           Additional

Compensation.  Tenant

shall pay to Landlord, immediately upon receipt thereof, the excess of (1) all

compensation received by Tenant for a Transfer less the costs reasonably

incurred by Tenant with unaffiliated third parties in connection with such

Transfer (i.e., brokerage commissions, tenant finish work, and the like)

over (2) the Rent allocable to the portion of the Premises covered thereby. (3)

If for any assignment, transfer or sublease so approved by the Landlord, Tenant

receives rent or other consideration, either initially or over the term of the

assignment or sublease, in excess of the rent called for hereunder, or in case

of sublease of part, in excess of such rent allocable to the part, after

appropriate adjustments to assure that all other payments called for hereunder

are appropriately taken into account, Tenant shall pay to Landlord as Additional

Rent 100% of such excess of such payment of rent or other consideration

received by the Tenant promptly after its receipt.  Tenant shall reimburse Landlord for any costs or expenses

incurred pursuant to any request by Tenant for consent to any such assignment,

transfer or subletting.




 




9





























 




12.          Insurance; Waivers; Subrogation;

Indemnity




 




(a)           Insurance.  Tenant shall maintain throughout the Term

the following insurance policies: (1) commercial general liability insurance in

amounts of $2,000,000.00 per occurrence or such other amounts as Landlord may

from time to time reasonably require, insuring Tenant, Landlord, Landlord’s

agents and their respective Affiliates against all liability for injury to or death

of a person or persons or damage to property arising from the use and occupancy

of the Premises, Landlord (Seven October Hill LLC) and Management Company

(Parsons Commercial Group, Inc.) shall be named as additional insured. (2)

insurance covering the full value of Tenant’s property and improvements, and

other property (including property of others) in the Premises, (3) contractual

liability insurance sufficient to cover Tenant’s indemnity obligations

hereunder (but only if such contractual liability insurance is not already

included in Tenant’s commercial general liability insurance policy), (4)

worker’s compensation insurance, containing a waiver of subrogation endorsement

acceptable to Landlord, and (5) business interruption insurance.  Tenant’s insurance shall provide primary

coverage to Landlord when any policy issued to Landlord provides duplicate or

similar coverage, and in such circumstance Landlord’s policy will be excess

over Tenant’s policy.  The Tenant shall

maintain insurance covering damage from leakage or sprinkler systems now or

hereafter installed in the Premises in an amount not less than the current

replacement cost covering Lessee’s merchandise, Lessee’s improvements and

Lessee’s a equipment and trade fixtures. 

Tenant shall furnish to Landlord certificates of such insurance and such

other evidence satisfactory to Landlord (Seven October Hill LLC) and Management

Company (Parsons Commercial Group, Inc.) of the maintenance of all insurance

coverages required hereunder, and Tenant shall obtain a written obligation on

the part of each insurance company to notify Landlord at least 10 days before

cancellation or a material change of any such insurance policies.  All such insurance policies shall be in form,

and issued by companies, reasonably satisfactory to Landlord.




 




(b)           Waiver of

Negligence; No Subrogation. 

Landlord and Tenant each waives any claim it might have against the

other for any injury to or death of any person or persons or damage to or

theft, destruction, loss, or loss of use of any property (a “Loss”),

to the extent the same is insured against under any insurance policy that

covers the Building, the Premises, Landlord’s or Tenant’s fixtures, personal

property, leasehold improvements, or business, or, in the case of Tenant’s waiver,

is required to be insured against under the terms hereof, regardless of whether

the negligence of the other party caused such Loss; however, Landlord’s waiver

shall not include any deductible amounts on insurance policies carried by

Landlord.  Each party shall cause its

insurance carrier to endorse all applicable policies waiving the carrier’s

rights of recovery under subrogation or otherwise against the other party.




 




(c)           Indemnity.  Subject to Section 12.(b), Tenant shall

defend, indemnify, and hold harmless Landlord and its representatives and

agents from and against all claims, demands, liabilities, causes of action,

suits, judgments, damages, and expenses (including reasonable attorneys’ fees)

arising from (1) any Loss arising from any occurrence on the Premises, or (2) Tenant’s failure to perform its

obligations under this Lease, (other than a Loss arising from the willful

negligence of Landlord or its agents), This indemnity provision shall survive

termination or expiration of this Lease. 

If any proceeding is filed for which indemnity is required hereunder,

Tenant




 




10





























 




agrees, upon request therefore, to defend the

indemnified party in such proceeding at its sole cost utilizing counsel

satisfactory to the indemnified party.




 




13.          Subordination; Attornment; Notice to

Landlord’s Mortgagee




 




(a)           Subordination.  Provided each mortgagee executes a document

which provides that Tenant’s tenancy under this Lease will not be disturbed in

he event of foreclosure.  This Lease

shall be subordinate to any deed of trust, mortgage, or other security

instrument, or any ground lease, master lease, or primary lease, that now or

hereafter covers all or any part of the Premises (the mortgagee under any such

mortgage or the lessor under any such lease is referred to herein as a “Landlord’s

Mortgagee”).  Any

Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease

superior to its mortgage, ground lease, or other interest in the Premises by so

notifying Tenant in writing.  Landlord

shall obtain non-disturbance agreements from existing and future mortgages.




 




(b)           Attornment.  Tenant shall attorn to any party succeeding

to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed

in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon

such party’s request, and shall execute such agreements confirming such

attornment as such party may reasonably request.




 




(c)           Notice to

Landlord’s Mortgagee. 

Tenant shall not seek to enforce any remedy it may have for any default

on the part of Landlord without first giving written notice by certified mail,

return receipt requested, specifying the default in reasonable detail, to any

Landlord’s Mortgagee whose address has been given to Tenant, and affording such

Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations

hereunder.




 




(d)           Landlord’s Mortgagee’s Protection Provisions. 

If Landlord’s Mortgagee shall succeed to the interest of Landlord under

this Lease, Landlord’s Mortgagee shall not be: (1) liable for any act or

omission of any prior lessor (including Landlord); (2) bound by any rent

or additional rent or advance rent which Tenant might have paid for more than

the current month to any prior lessor

(including Landlord), and all such rent shall remain due and owing,

notwithstanding such advance payment; (3) bound by any security or advance

rental deposit made by Tenant which is not delivered or paid over to Landlord’s

Mortgagee and with respect to which Tenant shall look solely to Landlord for

refund or reimbursement; 

(5) subject to the defenses which Tenant might have against any

prior lessor (including Landlord); and (6) subject to the offsets which

Tenant might have against any prior lessor (including Landlord) except for

those offset rights which (A) are expressly provided in this Lease,

(B) relate to periods of time following the acquisition of the Building by

Landlord’s Mortgagee, and (C) Tenant has provided written notice to

Landlord’s Mortgagee and provided Landlord’s Mortgagee a reasonable opportunity

to cure the event giving rise to such offset event.  Landlord’s Mortgagee shall have no liability or responsibility

under or pursuant to the terms of this Lease or otherwise after it ceases to

own an interest in the Building. 

Nothing in this Lease shall be construed to require Landlord’s Mortgagee

to see to the application of the proceeds of any loan, and Tenant’s agreements

set forth herein shall not be impaired on account of any modification of the

documents evidencing and securing any loan.




 




11





























 




14.          Rules and Regulations.  Tenant shall

comply with the rules and regulations of the Building, which are attached

hereto as Exhibit B.  Landlord

may, from time to time, change such rules and regulations for the safety, care,

or cleanliness of the Building and related facilities, provided that such

changes are applicable to all tenants of the Building and will not unreasonably

interfere with Tenant’s use of the Premises. 

Tenant shall be responsible for the compliance with such rules and

regulations by each Tenant Party.




 




15.          Condemnation.




 




(a)           Total

Taking.  If the entire

Building or Premises are taken by right of eminent domain or conveyed in lieu

thereof (a “Taking”), this Lease shall terminate as of the date of the

Taking.




 




(b)           Partial

Taking – Tenant’s Rights. 

If any part of the Building becomes subject to a Taking and such Taking

will prevent Tenant from conducting its business in the Premises in a manner

reasonably comparable to that conducted immediately before such Taking for a

period of more than 180 days, then Tenant may terminate this Lease as of the

date of such Taking by giving written notice to Landlord within 30 days after

the Taking, and Rent shall be apportioned as of the date of such Taking.  If Tenant does not terminate this Lease,

then Rent shall be abated on a reasonable basis as to that portion of the

Premises rendered untenantable, by the Taking.




 




(c)           Partial

Taking – Landlord’s Rights. 

If any material portion, but less than all, of the Building becomes

subject to a Taking, or if Landlord is required to pay any of the proceeds

received for a Taking to a Landlord’s Mortgagee, then Landlord may terminate

this Lease by delivering written notice thereof to Tenant within 30 days after

such Taking, and Rent shall be apportioned as of the date of such Taking.  If Landlord does not so terminate this

Lease, then this Lease will continue, but if any portion of the Premises has

been taken, Rent shall abate as provided in the last sentence of Section

15.(b).




 




(d)           Award.  If any Taking occurs, then Landlord shall

receive the entire award or other compensation for the land on which the

Building is situated, the Building, and other improvements taken, and Tenant

may separately pursue a claim (to the extent it will not reduce Landlord’s

award) against the condemnor for the value of Tenant’s personal property which

Tenant is entitled to remove under this Lease, moving costs, loss of business,

and other claims it may have.




 




16.          Fire or Other Casualty




 




(a)           Repair

Estimate.  If the

Premises or the Building are damaged by fire or other casualty (a “Casualty”),

Landlord shall, within 60 days after such Casualty, deliver to Tenant a good

faith estimate (the “Damage Notice”) of the time needed to

repair the damage caused by such Casualty.




 




(b)           Landlord’s

and Tenant’s Rights.  If

a material portion of the Premises or the Building is damaged by Casualty such

that Tenant is prevented from conducting its business in the Premises in a

manner reasonably comparable to that




 




12





























 




conducted immediately before such Casualty and Landlord estimates that

the damage caused thereby cannot be repaired within 60 days after the Casualty,

then Tenant may terminate this Lease by delivering written notice to Landlord

of its election to terminate within 30 days after the Damage Notice has been

delivered to Tenant.  If Tenant does not

so timely terminate this Lease, then (subject to Section 16.(c)) Landlord shall

repair the Building or the Premises, as the case may be, as provided below, and

Rent for the portion of the Premises rendered untenantable by the damage shall

be abated on a reasonable basis from the date of damage until the completion of

the repair, unless a Tenant Party caused such damage, in which case, Tenant

shall continue to pay Rent without abatement.




 




(c)           Landlord’s

Rights.  If a Casualty

damages a material portion of the Building, and Landlord makes a good faith

determination that restoring the Premises would be uneconomical, or if Landlord

is required to pay any insurance proceeds arising out of the Casualty to a

Landlord’s Mortgagee, then Landlord may terminate this Lease by giving written

notice of its election to terminate within 30 days after the Damage Notice has

been delivered to Tenant, and Basic Rent and Additional Rent shall be abated as

of the date of the Casualty.




 




(d)           Repair

Obligation.  If neither

party elects to terminate this Lease following a Casualty, then Landlord shall,

within a reasonable time after such Casualty, begin to repair the Building and

the Premises and shall proceed with reasonable diligence to restore the

Building and Premises to substantially the same condition as they existed

immediately before such Casualty; however, Landlord shall not be required to

repair or replace any of the furniture, equipment, fixtures, and other

improvements which may have been placed by, or at the request of, Tenant or

other occupants in the Building or the Premises, and Landlord’s obligation to

repair or restore the Building or Premises shall be limited to the extent of

the insurance proceeds actually received by Landlord for the Casualty in

question.  If Premises are not restored

within 180 days following casualty Tenant may terminate this lease.




 




17.          Personal Property Taxes.  Tenant shall

be liable for all taxes levied or assessed against personal property,

furniture, or fixtures placed by Tenant in the Premises.  If any taxes for which Tenant is liable are

levied or assessed against Landlord or Landlord’s property and Landlord elects

to pay the same, or if the assessed value of Landlord’s property is increased

by inclusion of such personal property, furniture or fixtures and Landlord

elects to pay the taxes based on such increase, then Tenant shall pay to

Landlord, upon demand, the part of such taxes for which Tenant is primarily

liable hereunder; however, Landlord shall not pay such amount if Tenant

notifies Landlord that it will contest the validity or amount of such taxes

before Landlord makes such payment, and thereafter diligently proceeds with

such contest in accordance with law and if the non-payment thereof does not

pose a threat of loss or seizure of the Building or interest of Landlord

therein or impose any fee or penalty against Landlord.




 




13





























 




18.          Events of Default.  Each of the

following occurrences shall be an “Event of Default”:




 




(a)           Tenant’s

failure to pay Rent within 3 business days after Landlord has delivered

notice to Tenant that the same is due; however, an Event of Default shall occur

hereunder without any obligation of Landlord to give any notice if Landlord has

given Tenant written notice under this Section 18.(a) on more than two

occasions during the twelve (12) month interval preceding such failure by

Tenant;




 




(b)           Tenant

fails to comply with the Permitted Use set forth herein and the continuance of

such failure for a period of 15 days after Landlord has delivered to

Tenant written notice thereof;




 




(c)           Tenant

fails to provide any estoppel certificate within the time period required under

Section 26.(e) and such failure shall continue for 10 business days after

written notice thereof from Landlord to Tenant;




 




(d)           Tenant’s

failure to perform, comply with, or observe any other agreement or obligation

of Tenant under this Lease and the continuance of such failure for a period of

more than 30 days after Landlord has delivered to Tenant written notice

thereof; and




 




(e)           The

filing of a petition by or against Tenant (the term “Tenant” shall include,

for the purpose of this Section 18.(f), any guarantor of Tenant’s obligations

hereunder) (1) in any bankruptcy or other insolvency proceeding; (2) seeking

any relief under any state or federal debtor relief law; (3) for the appointment

of a liquidator or receiver for all or substantially all of Tenant’s property

or for Tenant’s interest in this Lease; or (4) for the reorganization or

modification of Tenant’s capital structure; however, if such a petition is

filed against Tenant, then such filing shall not be an Event of Default unless

Tenant fails to have the proceedings initiated by such petition dismissed

within 90 days after the filing thereof.




 




19.          Remedies.  Upon an Event of Default, Landlord may, in

addition to all other rights and remedies afforded Landlord hereunder, take any

of the following actions:




 




(a)           Terminate

this Lease by giving Tenant written notice thereof, in which event Tenant shall

immediately vacate and surrender the Premises and deliver possession thereof to

Landlord and shall pay to Landlord the sum of (1) all Rent accrued hereunder

through the date of termination, (2) all amounts due under Section 20.(a),

and (3) an amount equal to (A) the total Rent that Tenant would have been

required to pay for the remainder of the Term plus Landlord’s estimate of

aggregate expenses of reletting to the Premises, minus (B) the then present

fair rental rate value of the Premises for such period;




 




(b)           Terminate

Tenant’s right to possess the Premises without terminating this Lease by giving

written notice thereof to Tenant, in which event Tenant shall immediately

vacate and surrender the Premises and deliver possession thereof to Landlord

and shall pay to Landlord (1) all Rent and other amounts accrued hereunder to

the date of termination of possession, (2) all amounts due from time to




 




14





























 




time under Section 20.(a), and (3) all Rent and other net sums required

hereunder to be paid by Tenant during the remainder of the Term, diminished by

any net sums thereafter received by Landlord through reletting the Premises

during such period, after deducting all reasonable out-of-pocket costs incurred

by Landlord in reletting the Premises. 

Landlord shall use reasonable efforts to relet the Premises on such

terms as Landlord in its sole discretion may determine (including a term

different from the Term, rental concessions, and alterations to, and

improvement of, the Premises); however, Landlord shall not be obligated to

relet the Premises before leasing other portions of the Building.  Landlord shall not be liable for, nor shall

Tenant’s obligations hereunder be diminished because of, Landlord’s failure to

relet the Premises or to collect rent due for such reletting.  Tenant shall not be entitled to the excess

of any consideration obtained by reletting over the Rent due hereunder.  Reentry by Landlord in the Premises shall

not affect Tenant’s obligations hereunder for the unexpired Term; rather,

Landlord may, from time to time, bring an action against Tenant to collect

amounts due by Tenant, without the necessity of Landlord’s waiting until the

expiration of the Term.  Unless Landlord

delivers written notice to Tenant expressly stating that it has elected to

terminate this Lease, all actions taken by Landlord to dispossess or exclude

Tenant from the Premises shall be deemed to be taken under this Section 19.

(b).  If Landlord elects to proceed

under this Section 19. (b), it may at any time elect to terminate this Lease

under Section 19.(a).




 




Any and all remedies set

forth in this Lease:  (i) shall be in

addition to any and all other remedies Landlord may have at law or in equity;

(ii) shall be cumulative; and (iii) may be pursued successively or concurrently

as Landlord may elect.  The exercise of

any remedy by Landlord shall not be deemed an election of remedies or preclude

Landlord from exercising any other remedies in the future.  Notwithstanding the foregoing, Landlord

shall only recover its damages allowed hereunder once.




 




20.          Payment by Tenant; Non-Waiver




 




(a)           Payment

by Tenant.  Upon any

Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord

(including court costs and reasonable attorneys’ fees and expenses) in (1)

obtaining possession of the Premises, (2) removing and storing Tenant’s or any

other occupant’s property, (3) repairing, restoring, altering, remodeling, or

otherwise putting the Premises into condition of comparable office space in the

building, that had been leased in the Year 2001, (4) if Tenant is dispossessed

of the Premises and this Lease is not terminated, reletting all or any part of

the Premises (including brokerage commissions, cost of tenant finish work, and

other costs incidental to such reletting), (5) performing Tenant’s obligations

which Tenant failed to perform, and (6) enforcing, or advising Landlord of, its

rights, remedies, and recourses arising out of the Event of Default.  To the full extent permitted by law,

Landlord and Tenant agree the federal and state courts of the Commonwealth of

Massachusetts are located shall have exclusive jurisdiction over any matter

relating to or arising from this Lease and the parties’ rights and obligations

under this Lease.




 




(b)           No Waiver.  Landlord’s acceptance of Rent following an

Event of Default shall not waive Landlord’s rights regarding such Event of

Default.  No waiver by Landlord of any

violation or breach of any of the terms contained herein shall waive Landlord’s

rights regarding any future violation of such term.  Landlord’s acceptance




 




15





























 




of any partial payment of Rent shall not waive Landlord’s rights with

regard to the remaining portion of the Rent that is due, regardless of any

endorsement or other statement on any instrument delivered in payment of Rent

or any writing delivered in connection therewith; accordingly, Landlord’s

acceptance of a partial payment of Rent shall not constitute an accord and

satisfaction of the full amount of the Rent that is due.




 




21.          Landlord’s Lien. Delete




 




22.          Surrender of Premises.  No act by

Landlord shall be deemed an acceptance of a surrender of the Premises, and no

agreement to accept a surrender of the Premises shall be valid unless it is in

writing and signed by Landlord.  At the

expiration or earlier termination of the Term of this Lease, Tenant shall

deliver to Landlord the Premises with all improvements located therein in good

repair and condition, free of Hazardous

Materials placed on the Premises during the Term, by Tenant or its employees or

contractors, broom-clean, reasonable wear and tear (and condemnation and

Casualty damage not caused by Tenant, as to which Sections 15 and 16 shall

control) excepted, and shall deliver to Landlord all keys to the Premises.  Provided that Tenant has performed all of

its obligations hereunder, Tenant may remove all unattached trade fixtures,

furniture, and personal property placed in the Premises or elsewhere in the

Building by Tenant (but Tenant may not remove any such item which was paid for,

in whole or in part, by Landlord or any wiring or cabling)  Additionally, at Landlord’s option, Tenant

shall remove such alterations, additions, improvements, trade fixtures,

personal property, equipment, wiring, cabling, and furniture as Landlord may

request; however, Tenant shall not be required to remove any addition or

improvement to the Premises if Landlord has specifically agreed in writing that

the improvement or addition in question need not be removed.  Tenant shall repair all damage caused by

such removal.  All items not so removed

shall, at Landlord’s option, be deemed to have been abandoned by Tenant and may

be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord

upon 10 days written notice to Tenant and without any obligation to account for

such items; any such disposition shall not be considered a strict foreclosure

or other exercise of Landlord’s rights in respect of the security interest

granted under Section 21.  The

provisions of this Section 22 shall survive the end of the Term.




 




23.          Holding Over.  If Tenant fails to vacate the

Premises at the end of the Term, then Tenant shall be a tenant-at-sufferance

and, in addition to all other damages and remedies to which Landlord may be

entitled for such holding over, Tenant shall pay, in addition to the other Rent,

a daily Basic Rent equal 150% of the daily Basic Rent payable during the last

month of the Term.  The provisions of

this Section 23 shall not be deemed to limit or constitute a waiver of any

other rights or remedies of Landlord provided herein or at law.  If Tenant fails to surrender the Premises

upon the expiration or earlier termination of the Term of this Lease, in

addition to any other liabilities to Landlord accruing therefrom, Tenant shall

protect, defend, indemnify and hold Landlord harmless from all loss, costs

(including reasonable attorneys’ fees) and liability resulting from such

failure, including, without limiting the generality of the foregoing, any

claims made by any succeeding tenant founded upon such failure to surrender,

and any lost profits to Landlord resulting therefrom.




 




16





























 




24.          Certain Rights Reserved by Landlord. 

Provided that the exercise of such rights does not unreasonably

interfere with Tenant’s occupancy of the Premises, Landlord shall have the

following rights:




 




(a)           To

decorate and to make inspections, repairs, alterations, additions, changes, or

improvements, whether structural or otherwise, in and about the Building, or

any part thereof; to enter upon the Premises (after giving Tenant reasonable

notice thereof, which may be oral notice, except in cases of real or apparent

emergency, in which case no notice shall be required) and, during the

continuance of any such work, to temporarily close doors, entryways, public

space, and corridors in the Building; to interrupt or temporarily suspend

Building services and facilities; to change the name of the Building; and to

change the arrangement and location of entrances or passageways, doors, and

doorways, corridors, elevators, stairs, restrooms, or other public parts of the

Building;




 




(b)           To

take such reasonable measures as Landlord deems advisable for the security of

the Building and its occupants; evacuating the Building for cause, suspected

cause, or for drill purposes; temporarily denying access to the Building; and

closing the Building after normal business hours and on Sundays and holidays,

subject, however, to Tenant’s right to enter when the Building is closed after

normal business hours under such reasonable regulations as Landlord may

prescribe from time to time; and




 




(c)           To

enter the Premises at reasonable hours to show the Premises to prospective

purchasers, lenders, or, during the last 6 months of the Term, tenants.




 




25.          Outside Storage.   No outside

storage of any type shall be permitted, this includes but is not limited to

pallets, warehouse debris or products of any type.  




 




26.          Miscellaneous.




 




(a)           Landlord

Transfer.  Landlord may

transfer any portion of the Building and any of its rights under this

Lease.  If Landlord assigns its rights

under this Lease, then Landlord shall thereby be released from any further

obligations hereunder arising after the date of transfer, provided that the

assignee assumes Landlord’s obligations hereunder in writing.




 




(b)           Landlord’s

Liability.  The liability

of Landlord to Tenant for any default by Landlord under the terms of this Lease

shall be limited to Tenant’s actual direct, but not consequential, damages

therefore and shall be recoverable only from the equity of Landlord in the

Building, and Landlord shall not be personally liable for any deficiency.




 




(c)           Force

Majeure.  Other than for

Tenant’s obligations under this Lease that can be performed by the payment of

money (e.g., payment of Rent and maintenance of insurance), whenever a period

of time is herein prescribed for action to be taken by either party hereto,

such party shall not be liable or responsible for, and there shall be excluded

from the computation of any such period of time, any delays due to strikes,

riots, acts of God, shortages of labor or materials, war, governmental




 




17





























 




laws, regulations, or restrictions, or any other causes of any kind

whatsoever which are beyond the control of such party.




 




(d)           Brokerage.  Neither Landlord nor Tenant has dealt with

any broker or agent in connection with the negotiation or execution of this

Lease, other than Parsons Commercial Group, Inc. (the “Broker”), whose

commission shall be paid by Landlord pursuant to a separate agreement between

Landlord and the Broker.  Tenant and

Landlord shall each indemnify the other against all costs, expenses, attorneys’

fees, and other liability for commissions or other compensation claimed by any

broker or agent claiming the same by, through, or under the indemnifying party.




 




(e)           Estoppel

Certificates.  From time

to time, Tenant shall furnish to any party designated by Landlord, within

10 business days after Landlord has made a request therefore, a

certificate signed by Tenant confirming and containing such factual

certifications and representations as to this Lease as Landlord may reasonably

request.  Unless otherwise required by

Landlord’s Mortgagee or a prospective purchaser or mortgagee of the Building,

the initial form of estoppel certificate to be sign will be provided by the

Landlord




 




(f)            Notices.  All notices and other communications given

pursuant to this Lease shall be in writing and shall be (1) mailed by first

class, United States Mail, postage prepaid, certified, with return receipt

requested, and addressed to the parties hereto at the address specified in the

Basic Lease Information, (2) hand delivered to the intended address, (3) sent

by a nationally recognized overnight courier service, or (4) sent by facsimile

transmission during normal business hours followed by a confirmatory letter

sent in another manner permitted hereunder. 

All notices shall be effective upon delivery to the address of the

addressee.  The parties hereto may

change their addresses by giving notice thereof to the other in conformity with

this provision.




 




(g)           Separability.  If any clause or provision of this Lease is

illegal, invalid, or unenforceable under present or future laws, then the

remainder of this Lease shall not be affected thereby and in lieu of such

clause or provision, there shall be added as a part of this Lease a clause or

provision as similar in terms to such illegal, invalid, or unenforceable clause

or provision as may be possible and be legal, valid, and enforceable.




 




(h)           Amendments;

and Binding Effect.  This

Lease may not be amended except by instrument in writing signed by Landlord and

Tenant.  No provision of this Lease

shall be deemed to have been waived by Landlord unless such waiver is in

writing signed by Landlord, and no custom or practice which may evolve between

the parties in the administration of the terms hereof shall waive or diminish

the right of Landlord to insist upon the performance by Tenant in strict

accordance with the terms hereof.  The

terms and conditions contained in this Lease shall inure to the benefit of and

be binding upon the parties hereto, and upon their respective successors in

interest and legal representatives, except as otherwise herein expressly

provided.  This Lease is for the sole

benefit of Landlord and Tenant, and, other than Landlord’s Mortgagee, no third

party shall be deemed a third party beneficiary hereof.




 




18





























 




(i)            Quiet

Enjoyment.  Provided

Tenant has performed all of its obligations hereunder, Tenant shall peaceably

and quietly hold and enjoy the Premises for the Term, without hindrance from

Landlord or any party claiming by, through, or under Landlord, but not

otherwise, subject to the terms and conditions of this Lease.




 




(j)            No Merger.  There shall be no merger of the leasehold

estate hereby created with the fee estate in the Premises or any part thereof

if the same person acquires or holds, directly or indirectly, this Lease or any

interest in this Lease and the fee estate in the leasehold Premises or any

interest in such fee estate.




 




(k)           No Offer.  The submission of this Lease to Tenant shall

not be construed as an offer, and Tenant shall not have any rights under this

Lease unless Landlord executes a copy of this Lease and delivers it to Tenant.




 




(l)            Entire

Agreement.  This Lease

constitutes the entire agreement between Landlord and Tenant regarding the

subject matter hereof and supersedes all oral statements and prior writings

relating thereto.  Except for those set

forth in this Lease, no representations, warranties, or agreements have been

made by Landlord or Tenant to the other with respect to this Lease or the

obligations of Landlord or Tenant in connection therewith. The normal rule of

construction that any ambiguities be resolved against the drafting party shall

not apply to the interpretation of this Lease or any exhibits or amendments

hereto.




 




(m)          Waiver of

Jury Trial.  - Deleted




 




(n)           Governing

Law.  This Lease shall be

governed by and construed in accordance with the laws of the State in which the

Premises are located.




 




(o)           Joint and

Several Liability.  If

Tenant is comprised of more than one party, each such party shall be jointly

and severally liable for Tenant’s obligations under this Lease.




 




(p)           Financial

Reports. Delete




 




(q)           Landlord’s

Fees.  Whenever Tenant requests

Landlord to take any action not required of it hereunder or give any consent

required or permitted under this Lease, Tenant will reimburse Landlord for

Landlord’s reasonable out-of-pocket costs payable to third parties and incurred

by Landlord in reviewing the proposed action or consent, including without

limitation reasonable attorneys’, engineers’ or architects’ fees, within

30 days after Landlord’s delivery to Tenant of a statement of such

costs.  Tenant will be obligated to make

such reimbursement without regard to whether Landlord consents to any such

proposed action.  Landlord agrees to

give the Tenant a good faith estimate of costs prior to having work done.




 




(r)            Telecommunications.  Tenant and its telecommunications companies,

including but not limited to local exchange telecommunications companies and

alternative access vendor services companies shall have no right of access to

and within the Building, for the installation and operation of

telecommunications systems including but not limited to voice, video, data, and

any other telecommunications services provided over wire, fiber optic,

microwave, wireless, and any other




 




19





























 




transmission systems, for part or all of Tenant’s telecommunications within

the Building and from the Building to any other location without Landlord’s

consent which consent shall not be unreasonably withheld or delayed.




 




(s)           Confidentiality. 

Tenant acknowledges that the terms and conditions of this Lease are to

remain confidential for Landlord’s benefit, and may not be disclosed by Tenant

to anyone, by any manner or means, directly or indirectly, without Landlord’s

prior written consent.  The consent by

Landlord to any disclosures shall not be deemed to be a waiver on the part of

Landlord of any prohibition against any future disclosure.




 




(t)            List of

Exhibits.  All exhibits and attachments attached hereto

are incorporated herein by this reference.




 








	

  Exhibit A


  	

  -  Plan Showing the Premises


  
	

   


  	

   


  	

   


  
	

  Exhibit B


  	

  -  Building Rules and Regulations


  
	

   


  	

   


  	

   


  
	

  Exhibit C


  	

  -  Tenant Finish Work


  
	

   


  	

   


  	

   


  
	

  Exhibit D


  	

  -  Renewal Option


  
	

   


  	

   


  	

   


  
	

  Exhibit E


  	

  -  Right of First Refusal


  










 




(u)           Waiver by

Landlord; Representations. 

Tenant acknowledges that Tenant has not been influenced to enter into

this transaction nor has Tenant relied upon any warranties or representations

not set forth in this instrument.




 




27.          Hazardous

Substances.  Neither party hereto shall be permitted

to generate, store, manufacture, refine, transport, treat, dispose of, or

otherwise allow to be present on or about the Premises, any Hazardous

Substances with the sole exception of those Hazardous Substances typically used

in operating, cleaning or maintaining the Premises in quantities consistent

with the Permitted Use. As used herein, “Hazardous Substances” shall be defined

as any “hazardous chemical”, “hazardous substance” or similar term as defined

in any and all applicable local, state and federal laws, ordinances, rules,

regulations and orders, whether now in existence or hereafter promulgated dealing

with environmental protection.




 




Tenant agrees to

indemnify and hold harmless Landlord and each mortgage of the Premises from and

against any and all liabilities, damages, claims, losses, judgments, causes of

action, costs and expenses (including reasonable attorney’s fees) which may be

incurred by Landlord or any such mortgagee or threatened against the Landlord

or such mortgagee, relating or arising out of any breach by Tenant or Tenant’s

employees, servants, agents, invitees or licensees of this Section 27,




 




20





























which indemnification shall survive the expiration or

sooner termination of this Lease.




 




Landlord agrees to

indemnify and hold harmless Tenant from and against any and all liabilities,

damages, claims, losses, judgments, causes of action, costs and expenses

(including reasonable attorney’s fees) which may be incurred by Tenant relating

or arising out of any breach by Landlord or Landlord’s employees, servants,

agents, invitees or licensees of this Section 27, which indemnification shall

survive the expiration or sooner termination of this Lease.




 




Landlord

represents to the best of its knowledge that as of the Commencement Date, the

Park Land, Building and Premises are in compliance with all applicable

environmental laws which affect the Park Land, Building and Premises.




 




IN

WITNESS WHEREOF, and in consideration of the mutual entry into this Lease and

for other good and valuable consideration, and intending to be legally bound,

each party hereto has caused this Lease Agreement to be duly executed as a

Massachusetts instrument under seal as of the day and year first above written.




 




	

   


  	

  TENANT:

  Harvard BioScience, Inc.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Mark A. Norige


  
	

   


  	

  Name:


  	

  Mark A. Norige


  
	

   


  	

  Title:


  	

  C.O.O.


  





 




	

   


  	

  LANDLORD:


  
	

   


  	

   


  
	

   


  	

  SEVEN

  OCTOBER HILL LLC,

  a Massachusetts limited liability company.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ John R. Parsons Jr.


  
	

   


  	

  Name:


  	

  John R. Parsons Jr.


  
	

   


  	

  Title:


  	

  Manager Member


  





 




21
































EXHIBIT A




 




PLAN

SHOWING THE PREMISES




 




[GRAPHIC]




 




22





























 




EXHIBIT B 




 




BUILDING RULES AND REGULATIONS




 




The following rules and regulations shall apply to the Premises, the

Building, the Park, and the appurtenances thereto:




 




1.           Sidewalks, doorways, vestibules, halls, stairways, and

other similar areas shall not be obstructed by tenants or used by any tenant

for purposes other than ingress and egress to and from their respective leased

premises and for going from one to another part of the Building.




 




2.           Plumbing, fixtures and appliances shall be used only for

the purposes for which designed, and no sweepings, rubbish, rags or other

unsuitable material shall be thrown or deposited therein.  Damage resulting to any such fixtures or

appliances from misuse by a tenant or its agents, employees or invitees, shall

be paid by such tenant.




 




3.           No signs, advertisements or notices shall be painted or

affixed on or to any windows or doors or other part of the Building without the

prior written consent of Landlord.




 




4.           Landlord shall provide and maintain an alphabetical

directory for all tenants in the main lobby of the Building.




 




5.           Landlord shall provide all door locks in each tenant’s

leased premises, at the cost of such tenant, and no tenant shall place any

additional door locks in its leased premises without Landlord’s prior written

consent.  Landlord shall furnish to each

tenant a reasonable number of keys to such tenant’s leased premises, at such

tenant’s cost, and no tenant shall make a duplicate thereof.




 




6.           Movement in or out of the Building through common areas of

furniture or office equipment, or dispatch or receipt by tenants of any bulky

material, merchandise or materials which require use of elevators or stairways,

or movement through the Buildings common area entrances or lobby shall be

conducted under Landlord’s supervision at such times and in such a manner as

Landlord may reasonably require.  Each

tenant assumes all risks of and shall be liable for all damage to articles

moved and injury to persons or public engaged or not engaged in such movement,

including equipment, property and personnel of Landlord if damaged or injured

as a result of acts in connection with carrying out this service for such

tenant.




 




7.            All damages to the Building caused by the installation or

removal of any property of a tenant, or done by a tenant’s property while in

the Building, shall be repaired at the expense of such tenant.




 




8.           Corridor doors, when not in use, shall be kept

closed.  Nothing shall be swept or

thrown into the corridors, halls, elevator shafts or stairways.  No birds or animals except seeing-eye dogs

shall be brought into or kept in, on or about any




 




23





























 




tenant’s leased premises.  No

portion of any tenant’s leased premises shall at any time be used or occupied

as sleeping or lodging quarters.




 




9.           Tenant shall cooperate with Landlord’s employees in

keeping its leased premises neat and clean. 

There is no outside storage of any materials except in the

tenants waste container.    Landlord may

request that Tenant empties the container at the Tenants expense if it is

overflowing.  The container placement

may be designated by the Landlord.




 




10.         Tenant shall not make or permit any

vibration or improper, objectionable or unpleasant noises or odors in the

Building or otherwise interfere in any way with other tenants or persons having

business with them.




 




11.         No machinery of any kind (other than

normal office equipment and equipment consistent with Tenant’s permitted use)

shall be operated by any tenant on its leased area without Landlord’s prior

written consent, nor shall any tenant use or keep in the Building any flammable

or explosive fluid or substance.  There

is no washing of cars, trucks or other similar equipment allowed on the

property.




 




12.         Landlord will not be responsible for

lost or stolen personal property, money or jewelry from tenant’s leased

premises or public or common areas regardless of whether such loss occurs when

the area is locked against entry or not.




 




13.         No vending or dispensing machines of

any kind outside the leased premises may be maintained without the prior

written permission of Landlord.




 




14.         Intentionally Deleted




 




15.         All vehicles are to be currently

licensed, parked for business purposes having to do with Tenant’s business

operated in the Premises, parked within designated parking spaces, one vehicle

to each space.  No vehicle shall be

parked as a “billboard” vehicle in the parking lot.  Any vehicle parked improperly may be towed away.  Tenant, Tenant’s agents, employees, vendors

and customers who do not operate or park their vehicles as required shall

subject the vehicle to being towed at the expense of the owner or driver.  Landlord may place a “boot” on the vehicle

to immobilize it and may levy a charge of $50.00 to remove the “boot.”  Tenant shall indemnify, hold and save

harmless Landlord of any liability arising from the towing or booting of any

vehicles belonging to a Tenant Party.




 




16.         Intentionally Deleted




 




17.         The toilet rooms, urinals, wash bowls

and other apparatus shall not be used for any purpose other than for which they

were constructed and no foreign substance of any kind whatsoever shall be

thrown therein.  The expenses of any

breakage, stoppage or damage, resulting from the violation of this rule shall

be borne by the Lessee who (or whose employees or invitees) shall have caused

such damage.




 




18.         Persons using the parking areas do so

at their own risk.  Lessor specifically

disclaims all liability, except when caused solely by gross negligence or

willful misconduct, for any personal injury incurred, users of the parking

areas, their




 




24





























 




agents, employees, family, friends, guests or invitees, or as a result

of damage to, theft of, or destruction of any vehicle or any contents thereof

as a result of the operation or parking of vehicles in the parking areas.




 




	

  /s/ Mark A. Norige


  	

   


  	

  1/9/2002


  	

   


  
	

  Mark A. Norige


  	

   


  
	

  C.O.O.


  	

   


  
	

   


  	

   


  
	

  /s/ John R. Parsons Jr.


  	

   


  	

  1/11/01


  	

   


  
	

  John R. Parsons Jr.


  	

   


  
	

  Manager Member


  	

   


  
	

   


  	

   


  





 




25





























 




EXHIBIT C




 




TENANT FINISH-WORK




 




Tenant

hereby accepts the Premises in their “AS-IS” condition and Landlord shall

have no obligation to perform any work on the Premises other than the items

listed below:




 




The following items are the landlord’s obligation.




 




1)         Clean the carpets in

the office area – warn areas will be selectively replaced




 




2)         Re-paint the office

area (same color).




 




3)         If Harvard

Bio-Science during the first 18 months of the lease decides to construct 5

offices and create a bullpen area in the existing warehouse area, Seven October

Hill, LLC shall over see the construction.  

The cost will be spilt equally between Harvard Bio-Science, Inc. and

Seven October Hill, LLC.   Standard

electrical service will be supplied to these areas.  Landlord will provide standard office HVAC if required.




 




4)         The Landlord will

engage the services of a plumber to repair or replace the four (4) toilets in

the front office area and review the water pressure issues.




 




5)         Clean exterior

windows.




 




In all other respects, the Tenant accepts the Premises “AS – IS”.




 




	

  /s/ Mark A. Norige


  	

   


  	

  1/9/2002


  	

   


  
	

  Name: Mark A. Norige


  	

  Date


  
	

  Title: C.O.O.


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  /s/ John R. Parsons Jr.


  	

   


  	

  1/11/2002


  	

   


  
	

  Name: John R. Parsons Jr.


  	

   


  
	

  Title: Manager Member


  	

   


  
	

   


  	

   


  
					





 




26





























 




Exhibit D




 




Renewal Options




 




Provided no Event of Default exists and Tenant or permitted Transferee

is occupying the entire Premises at the time of such election, Tenant may renew

this Lease for one (1) additional period of three years by delivering written

notice of the exercise thereof to the Landlord not earlier than nine (9) months

nor later than six (6) months before the expiration of the Original Lease

(Ending 03/31/05) for the renewal option (04/01/05 - 03/31/08).




 




The Landlord and Tenant shall meet and negotiate Minimum Rent for the

extension term, based upon ninety-five percent (95%) of rates then in effect

and prevailing for similar space in the greater Ashland/Holliston,

Massachusetts area.




 




Within 21 days after receipt of Tenant’s notice to renew, Landlord

shall deliver to Tenant written notice of the Prevailing Rental Rate, (95%) for

the Ashland/Holliston area, and shall advise Tenant of the required adjustment

to Basic Rent, if any, and the other terms and conditions offered.  Tenant shall, within 21 days after receipt

of Landlord’s notice, notify Landlord in writing whether Tenant accepts or

rejects Landlord’s determination of the Prevailing Rental Rate (95%).  If Tenant timely notifies Landlord that

Tenant accepts Landlord’s determination of the Prevailing Rental Rate, (95%)

for the Ashland/Holliston area, then the Landlord and Tenant shall execute an

amendment at least 120 days prior to the Commencement Date of the extended

term.  The Amendment to this Lease shall

be on the same terms provided in this Lease except as follows:




 




(a) Basic Rent shall be adjusted to the Prevailing

Rental Rate: in the Ashland/Holliston area.




 




(b) Tenant shall have no further renewal option unless

expressly granted by Landlord in writing:




and




 




(c) Landlord shall lease to Tenant the Premises in

their then-current condition, and Landlord shall not provide to Tenant any

allowances (e.g. moving allowance, construction allowance, and the like) or

other tenant inducements.




 




If Tenant rejects Landlord’s determination of the Prevailing Rental

Rate, or fails to timely notify Landlord in writing that Tenant accepts or

rejects Landlord’s determination of the Prevailing Rental Rate, time being of

the essence with respect thereto, Tenant’s rights under this Exhibit shall

terminate and Tenant shall have no right to renew this Lease.




 




Tenant’s rights under this Exhibit shall terminate if (1) this Lease or

Tenant’s right to possession of the Premises is terminated, (2) Tenant assigns

any of its interest in this Lease or sublets any portion of the Premises, or

(3) Tenant fails to timely exercise its option under this Exhibit, time being

of the essence with respect to Tenant’s exercise thereof.




 




27





























 




Exhibit E




 




Right of First

Refusal




 




The Tenant is hereby given the right of first refusal to Lease the

following spaces on the lower level,




1) Space currently occupied as of December 12, 2001, by Connors Design

(9,200 s.f.) and Rainbow Trading Co. 




(8,000 s.f.).  These spaces are

highlighted in dark gray in Exhibit A. On the upper level, space currently

occupied by Conquest, Inc. (4,005 s.f.)




 




If at anytime during the initial term of this Lease (1) while there is

at least twelve (12) months remaining in the initial term, or (2) after Tenant

has exercised its option to extend and has at least twenty four months

remaining on extension, the Landlord shall notify the Tenant of the space

listed above that is coming available. 

The Tenant shall have the right within 10 days from receipt of notice

from Landlord to elect to Lease space in the premises, Tenant may exercise such

right only by providing written notice of the election to exercise such right

to Landlord within 10 days of receipt of Landlord’s notice.




 




If the Tenant shall not so elect within the said period, the Landlord

may then Lease said space or any portion thereof to any potential Tenant upon

such terms, conditions, and rental as Landlord in its sole discretion,

determines.




 




If the Tenant elects to exercise said right of first refusal, the space

shall be delivered in “As - Is” condition on the later of ten (10) days after

receipt of Tenant’s notice or the date the space becomes vacant.




 




If the Tenant elects to exercise such right of first refusal, the

parties shall enter into an Amendment to this Lease providing that the rent per

square foot and terms and conditions of the Lease of the space shall be the

same as contained in this Lease and that this Lease shall be amended to include

the additional space and to the extent that Tenant’s option to extend has or

may be exercised with respect to the premises, it shall also be deemed to have

been exercised with respect to the additional space.




 




The right of first refusal herein contained shall expire on the first

to occur of the following (1) the failure of the Landlord and Tenant to execute

an Amendment to this Lease for any reason whatsoever within ten (10) days after

the election by Tenant to exercise its Right of First Refusal, or (2) Tenant’s

failure to notify Landlord of its exercise of its Right to Lease the additional

space after notice duly given by Landlord.




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