Exhibit
10.29

      


      BASIC
LEASE INFORMATION PAGE

       

      The
capitalized terms in this Lease shall have the meanings ascribed to them below,
unless more specifically defined in the Lease, and, in the event of a conflict,
the definition contained in the Lease shall control.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        LANDLORD:

                                      	
                                        PR
      LITTLETON EXPANSION, LLC, a Delaware limited liability
    company

                                      
	 
      	 
      	 
      	 
      
	
                                        TENANT:

                                      	
                                        TRIUMPH
      LEARNING, LLC, a Delaware limited liability company

                                      
	 
      	 
      	 
      	 
      
	
                                        PREMISES:

                                      	
                                        (a)

                                      	
                                        Address:

                                      	
                                        1-3
      Distribution Center Circle

                                      
	 	 	 	

                                        Littleton,
      Massachusetts 01460

                                      
	 
      	 
      	 
      	 
      
	 
      	
                                        (b)

                                      	
                                        Rentable
      Area:  80,000 square feet, consisting of approximately 72,000
      square feet of warehouse space and approximately 8,000 square feet of
      office space.

                                      
	 
      	 
      	 
      	 
      
	 
      	
                                        (c)

                                      	
                                        Project:

                                      	
                                        Littleton
      Distribution Center

                                      
	 
      	 
      	 
      	 
      
	
                                        LEASE
      TERM or TERM:

                                      	
                                        Five
      (5) years and three (3) months, plus any partial month if the Commencement
      Date does not fall on the first day of a calendar
month.

                                      
	 
      	 
      	 
      	 
      
	
                                        COMMENCEMENT

                                        DATE:

                                      	
                                        The
      Substantial Completion Date (as defined in the Work
      Agreement).

                                      
	 
      	 
      	 
      	 
      
	
                                        TERMINATION
      DATE:

                                      	
                                        The
      last day of the calendar month which is five (5) years and three (3)
      months following the Commencement Date, unless extended or earlier
      terminated as set forth in this Lease.

                                      
	 
      	 
      	 
      	 
      
	
                                        BASE
      RENT:

                                      	
                                        The
      Base Rent is set forth in Exhibit E attached to
      and made a part of this Lease.

                                      
	 
      	 
      	 
      	 
      
	
                                        SECURITY
      DEPOSIT:

                                      	
                                        $232,000.00,
      to be held and disposed of in accordance with Section 6 of this
      Lease.

                                      
	 
      	 
      
	
                                        MOVING
      ALLOWANCE:

                                      	
                                        $150,000.00
      to be disbursed in accordance with the Work Agreement attached hereto as
      Exhibit D and made
      a part
hereof.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            PARAGRAPHS

                                          	 
      	
                                            PAGE

                                          
	 
      	 
      	 
      	 
      	 
      
	
                                            1.

                                          	 
      	
                                            PREMISES

                                          	 
      	
                                            1

                                          
	
                                            2.

                                          	 
      	
                                            TERM.

                                          	 
      	
                                            1

                                          
	
                                            3.

                                          	 
      	
                                            BASE RENT

                                          	 
      	
                                            2

                                          
	
                                            4.

                                          	 
      	
                                            EXPENSE CHARGE

                                          	 
      	
                                            2

                                          
	
                                            5.

                                          	 
      	
                                            LATE PAYMENT CHARGE

                                          	 
      	
                                            6

                                          
	
                                            6.

                                          	 
      	
                                            SECURITY DEPOSIT

                                          	 
      	
                                            6

                                          
	
                                            7.

                                          	 
      	
                                            USE.

                                          	 
      	
                                            9

                                          
	
                                            8.

                                          	 
      	
                                            ALTERATIONS AND
    IMPROVEMENTS.

                                          	 
      	
                                            13

                                          
	
                                            9.

                                          	 
      	
                                            LIENS

                                          	 
      	
                                            15

                                          
	
                                            10.

                                          	 
      	
                                            REPAIRS AND MAINTENANCE.

                                          	 
      	
                                            15

                                          
	
                                            11.

                                          	 
      	
                                            PEACEFUL POSSESSION

                                          	 
      	
                                            17

                                          
	
                                            12.

                                          	 
      	
                                            LIABILITY OF LANDLORD AND
      TENANT.

                                          	 
      	
                                            18

                                          
	
                                            13.

                                          	 
      	
                                            ASSIGNMENT AND SUBLETTING

                                          	 
      	
                                            19

                                          
	
                                            14.

                                          	 
      	
                                            SUBORDINATION OF LEASE.

                                          	 
      	
                                            22

                                          
	
                                            15.

                                          	 
      	
                                            INSPECTIONS

                                          	 
      	
                                            22

                                          
	
                                            16.

                                          	 
      	
                                            DAMAGE AND DESTRUCTION

                                          	 
      	
                                            23

                                          
	
                                            17.

                                          	 
      	
                                            EMINENT DOMAIN

                                          	 
      	
                                            24

                                          
	
                                            18.

                                          	 
      	
                                            HOLDING OVER

                                          	 
      	
                                            25

                                          
	
                                            19.

                                          	 
      	
                                            RULES AND REGULATIONS

                                          	 
      	
                                            25

                                          
	
                                            20.

                                          	 
      	
                                            DEFAULTS

                                          	 
      	
                                            25

                                          
	
                                            21.

                                          	 
      	
                                            LANDLORD’S DEFAULT AND TENANT’S
      REMEDIES

                                          	 
      	
                                            28

                                          
	
                                            22.

                                          	 
      	
                                            TENANT’S PERSONALTY

                                          	 
      	
                                            29

                                          
	
                                            23.

                                          	 
      	
                                            SIGNS

                                          	 
      	
                                            29

                                          
	
                                            24.

                                          	 
      	
                                            UTILITIES

                                          	 
      	
                                            29

                                          
	
                                            25.

                                          	 
      	
                                            INSURANCE.

                                          	 
      	
                                            31

                                          
	
                                            26.

                                          	 
      	
                                            ATTORNEY’S FEES

                                          	 
      	
                                            33

                                          
	
                                            27.

                                          	 
      	
                                            WAIVER OF HOMESTEAD

                                          	 
      	
                                            33

                                          
	
                                            28.

                                          	 
      	
                                            NOTICES

                                          	 
      	
                                            33

                                          
	
                                            29.

                                          	 
      	
                                            NO ESTATE

                                          	 
      	
                                            34

                                          
	
                                            30.

                                          	 
      	
                                            BINDING EFFECT

                                          	 
      	
                                            34

                                          
	
                                            31.

                                          	 
      	
                                            ESTOPPEL CERTIFICATE

                                          	 
      	
                                            35

                                          
	
                                            32.

                                          	 
      	
                                            FINANCIAL REPORTS

                                          	 
      	
                                            35

                                          
	
                                            33.

                                          	 
      	
                                            APPLICATION OF TENANT’S
      PAYMENTS

                                          	 
      	
                                            35

                                          
	
                                            34.

                                          	 
      	
                                            INTENTIONALLY OMITTED.

                                          	 
      	
                                            35

                                          
	
                                            35.

                                          	 
      	
                                            NO BROKER CLAIMS

                                          	 
      	
                                            35

                                          
	
                                            36.

                                          	 
      	
                                            CORPORATE AND PARTNERSHIP
      AUTHORITY

                                          	 
      	
                                            36

                                          
	
                                            37.

                                          	 
      	
                                            LIMITATION OF LIABILITY

                                          	 
      	
                                            36

                                          
	
                                            38.

                                          	 
      	
                                            ERISA

                                          	 
      	
                                            36

                                          
	
                                            39.

                                          	 
      	
                                            MISCELLANEOUS.

                                          	 
      	
                                            37

                                          
	
                                            40.

                                          	 
      	
                                            WAIVER OF JURY TRIAL

                                          	 
      	
                                            38

                                          
	
                                            41.

                                          	 
      	
                                            INTENTIONALLY OMITTED

                                          	 
      	
                                            38

                                          
	
                                            42.

                                          	 
      	
                                            SECURITY SERVICE

                                          	 
      	
                                            38

                                          
	
                                            43.

                                          	 
      	
                                            FORCE MAJEURE

                                          	 
      	
                                            39

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      LEASE
AGREEMENT

       

      THIS
LEASE AGREEMENT (the “Lease”) is made and entered into as of this ____ day of
________, 2009, by and between PR LITTLETON EXPANSION LLC, a Delaware limited
liability company, as landlord (“Landlord”), and TRIUMPH LEARNING, LLC a
Delaware limited liability company, as tenant (“Tenant”):

       

      IN
CONSIDERATION, of the mutual promises and covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

       

      1.           PREMISES.  Landlord
does hereby rent and lease to Tenant and Tenant does hereby rent and lease from
Landlord the premises (the “Premises”) shown on the building plan attached
hereto as Exhibit A
and incorporated herein by reference, containing 80,000 rentable square feet
(the “Leased Area”) and located in the building having an address of 1-3
Distribution Center Circle, Littleton, Massachusetts (hereinafter referred to as
the “Building”), which Building contains 480,000 rentable square feet and is
constructed on certain parcels of land located in Middlesex County,
Massachusetts (the “Land”) more particularly identified in Exhibit B
attached hereto and incorporated herein by reference, said Land, together with
any and all structures, parking areas, roadways, public areas and the like built
(or to be built) thereon and including any parking, access and utility easements
appurtenant thereto, as the same may from time to time be reduced or increased,
being a part of that certain development known as Littleton Distribution Center
(the “Project”).

       

      The
designation or use from time-to-time of portions of the Project as common or
public areas shall not restrict Landlord’s use of such areas for buildings,
structures or such other purposes in connection with and consistent with the
operations of the Project as Landlord shall determine, including, without
limitation, the expansion or remodeling of the Project to include one or more
additional buildings, or additional levels, Landlord hereby reserving the
unrestricted right to build, add to, subtract from, lease, license, relocate
and/or otherwise use (temporarily and/or permanently), any buildings, or other
structures, parking areas, roadways or other areas or facilities anywhere upon
the Project for such other purposes consistent with the operations of the
Project as Landlord shall determine, provided Landlord does not in the exercise
of such right materially and adversely affect Tenant’s use of or access to the
Premises and provided that Tenant continues to have the use of Tenant’s Parking
Ratio (as hereinafter defined).

       

      2.            TERM.

       

      (a)           Subject
to and upon the conditions set forth below, the term of this Lease (the “Lease
Term”) shall commence on the Commencement Date and shall expire on the
Termination Date unless extended or earlier terminated as provided in this
Lease.

       

      (b)           Within
thirty (30) days after the Commencement Date, if requested by Landlord, Tenant
will execute and deliver a Commencement Date Agreement in the form attached as
Exhibit C
and incorporated herein by reference, with the blanks appearing thereon
completed in accordance with the provisions of this Lease in order to
memorialize the Commencement Date and Termination Date of this
Lease.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      (c)           As
used herein the term “Commencement Date” means the Substantial Completion Date
under the Work Agreement, attached hereto as Exhibit D
and incorporated herein by reference (hereafter referred to as the “Work
Agreement”).  Unless extended or earlier terminated as provided in
this Lease, this Lease shall terminate at the end of the Lease Term without the
necessity of any notice from either Landlord or Tenant to terminate the
same.

       

      (d)           Following
the mutual execution and delivery of this Lease by Landlord and Tenant, Landlord
shall grant Tenant reasonable access to the Premises to allow Tenant to perform
certain work to install Tenant’s racking system, forklifts and other equipment,
provided such access and work by or on behalf of Tenant is coordinated with and,
in Landlord’s reasonable discretion, will not interfere with the timely
performance of Landlord’s Work.  Any early access by Tenant prior to
the substantial completion of the Landlord’s Work shall be subject to reasonable
rules and regulations as may be established by Landlord from time to time,
including, without limitation, hours of access and that the performance of
Landlord’s Work shall have priority over any activities that Tenant is
conducting or shall propose to conduct during the period prior to the
substantial completion of Landlord’s Work.  Any interference or delay
in the performance of the Landlord’s Work as a result of Tenant’s early access
to the Premises shall constitute a Tenant Delay under this Lease.

       

      3.        
    BASE RENT.  Tenant
agrees to pay to Landlord, commencing on the Rent Commencement Date and
thereafter throughout the Lease Term, as rental for the Premises (the “Base
Rent”) the amounts stated in Exhibit E
– Base Rent Schedule, attached hereto and incorporated herein by this
reference, without notice, demand, abatement, deduction or offset, in lawful
money of the United States of America at the office of Landlord as set forth in
Section 28, or to such other person or at such other place as Landlord may from
time to time designate in writing.  The first monthly installment of
Base Rent shall be due on the Commencement Date.  The Security Deposit
shall be due and payable upon the execution of this
Lease.  Thereafter, Base Rent shall be paid to Landlord, in advance,
in equal monthly installments on or before the first day of each successive
calendar month following the Rent Commencement Date during the Lease
Term.  In the event that the Rent Commencement Date is other than on
the first day of a calendar month, then the monthly rental for such period less
than a full month shall be appropriately prorated.  For purposes of
this Section 3, the “Rent Commencement Date” shall be the later date to occur of
(i) the Commencement Date, and (ii) July 1, 2009.

       

      4.            EXPENSE
CHARGE.  In
addition to Base Rent, Tenant shall pay to Landlord, commencing on the Rent
Commencement Date and thereafter during the Term, as additional rent an amount
(the “Expense Charge”) which is equal to the sum of:

       

      (a)           “Tenant’s
Share” (as such term is defined hereinbelow) of any and all costs, fees and
expenses related to the supervision, operation, management, administration,
security, maintenance and repair of the Building and the Project  (the
“Operating Expenses”), including, but not limited to, common areas, parking
lots, landscaped areas, sidewalks, driveways, the Septic System (as hereinafter
defined), plumbing and other areas used in common by tenants and occupants of
the Building and their guests, visitors, employees and invitees, including,
without limitation, costs, fees and expenses for :

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (i)           Repairs,
maintenance and replacement of the Building and the Project, subject to the
limitations on capital expenditures hereinafter set forth;

       

      (ii)       
   water, sewer, gas, electricity and other utilities utilized in
the Building and on the Land, but not separately metered at the Premises or to
any other leased premises; and

       

      (iii)          landscape
maintenance, irrigation, general maintenance and building services, lighting,
painting, cleaning, policing, inspecting the Building and the Project,
management fees not to exceed four percent (4%) of gross rental income, and
standard exterior extermination services;

       

      (iv)          assessments
imposed upon Landlord pursuant to any common area maintenance agreement or
recorded covenants, easements, conditions or restrictions to which the Project
may from time to time be subject;

       

      plus

       

      (b)           an
amount equal to Tenant’s Share of the cost of insurance premiums for fire,
extended coverage, public liability and other insurance which Landlord
reasonably deems necessary to procure and maintain in connection with the
ownership and operation of the Building and the Project or which is required by
the holder of any mortgage or deed to secure debt encumbering the
Land;

       

      plus

       

      (c)           an
amount equal to Tenant’s Share of all real estate taxes and assessments levied
against, in respect to, or attributable to the Land, the Building and the
Project or any other tax levied against Landlord as a substitution for, or in
lieu of, any tax which would otherwise constitute a real estate tax or a
specific tax on rentals from the Project, plus the costs of real estate tax
consultants hired by Landlord in an effort to reduce the tax or assessment on
which any tax provided for in this paragraph is based, and the costs, including
reasonable attorneys’ and appraisers’ fees, of any negotiations, contest, or
appeal pursued by Landlord in an effort to reduce the tax or assessment on which
any tax provided for in this Section  is based.

       

      Notwithstanding
any other provision contained herein to the contrary, Landlord acknowledges and
agrees that expenditures for improvements, replacements, repairs or alterations
which are capital in nature, as determined pursuant to generally accepted
accounting principles consistently applied, shall not be included in the Expense
Charge to be charged to Tenant hereunder; except that, if, during the Term of
this Lease, Landlord shall make a capital expenditure which is (a) required by
any Laws (or any amendments or rulings thereto) first enacted, amended or first
interpreted to apply to the Building or the Project after the date of this Lease
(including any new interpretation of any existing Laws rendered by any
governmental agency or court after the date of this Lease), or (b) reasonably
intended to reduce Operating Expenses or create an operating efficiency or
savings (including, without limitation, tax credits or other tax savings which
Tenant receives benefit from) for the Building, or (c) incurred to perform
replacements which are made in lieu of repairs, there shall nevertheless be
included in such Operating Expenses for the year in which the expenditure was
incurred and in Operating Expenses for each succeeding year the annual charge
off of such capital expenditure on a straight line basis.  Annual
charge-off shall be determined by dividing the original capital expenditure plus
an interest factor, reasonably determined by Landlord as being the interest rate
then being charged for long term mortgages by institutional lenders on like
properties within the locality in which the Building is located, by the useful
life of the improvement, replacement, repair or alteration made with the capital
expenditure; and the useful life shall be determined reasonably by Landlord in
accordance with generally accepted accounting principles consistently applied
and in effect at the time of making such expenditure.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      For
purposes of this Lease, the term “Tenant’s Share” shall mean the ratio,
expressed as a percentage, which the number of rentable square feet in the
Premises bears to the total number of rentable square feet in the Building,
which Tenant’s Share is presently 16.67%.

       

      Notwithstanding
anything in this Lease to the contrary, Operating Expenses shall not include (i)
any costs or expenses incurred by Landlord in the construction and development
of the Building or the Project including construction for tenants; (ii) payments
of principal, interest or other charges on mortgages; (iii) costs for categories
of services provided to other tenants at a separate charge but not to Tenant;
(iv) salaries of executives or principals of Landlord or Landlord’s parent(s) or
affiliates (except as the same may be reflected in the management fee for the
Building or attributable to actual Building operations and excluding employees
engaged in the operation of the Building or Project at or below the level of
property manager); (v) costs incurred in connection with the making of repairs
or replacements which are the obligation of another tenant or occupant of the
Building; (vi) advertising, marketing, promotional, public relations or
brokerage fees, commissions or expenditures; (vii) interest or penalties for any
failed payments by Landlord under any contract or agreement or law; (viii) costs
(including, within limitation, attorneys’ fees and disbursements) in excess of
reasonable insurance deductible amounts incurred in connection with any
judgment, settlement or arbitration award resulting from any negligence or
willful misconduct of Landlord or its agents; (ix) costs of electricity or
utilities furnished directly to any premises of other tenants of the Building
where such utility is separately metered to the Premises or Tenant pays a
separate charge therefor; (x) costs incurred in connection with Landlord’s
preparation, negotiation, dispute resolution and/or enforcement of leases,
including court costs and attorneys’ fees and disbursements in connection with
any summary proceeding to dispossess any other tenant, or incurred in connection
with disputes with prospective tenants, leasing agents, purchasers or
mortgagees; (xi) costs of repairs, restoration or replacements occasioned by
fire or other casualty in excess of reasonable insurance deductible amounts, or
caused by the exercise of the right of eminent domain; legal and other
professional fees relating to matters which are excluded from Operating Expenses
for the Building; (xii) the cost to make improvements, alterations and additions
to the Building or on the Land which are required in order to render the same in
compliance with laws, rules, orders, regulations and/or directives as in effect
and generally enforced as of the date of this Lease; (xiii) the cost of
environmental monitoring, compliance, testing and remediation performed in, on,
about and around the Building or the Land except as expressly provided in this
Lease and exclusive of testing, monitoring, treatment and similar activities
required by permits, approvals and other agreements affecting the Project as of
the date of this Lease; (xiv) depreciation except as expressly permitted under
this Lease; (xv) amounts other than the management fee specified above paid to
subsidiaries or affiliates of Landlord for services rendered to the Building to
the extent such amounts exceed the competitive costs for delivery of such
services were they not provided by such related parties; and (xvi) expenditures
for new or replacement capital items other than those which are permitted
above.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      All
common areas shall be under the control of the Landlord; provided, however, that
so long as Tenant complies with all Rules and Regulations promulgated by
Landlord regarding use of the common areas, Tenant shall have the non-exclusive
right to use in common with others all common areas as they exist from time to
time, at all times during the Lease Term subject to any vehicle parking and/or
trailer parking areas reserved for use by other tenants or occupants of the
Project.  Notwithstanding the foregoing, unless and except as might
otherwise specifically be provided for herein to the contrary, in no event shall
Tenant be entitled to utilize any more than Tenant’s Parking Ratio (as
hereinafter defined) of the car and truck parking areas constituting a portion
of the common areas, provided, however, outside storage, including, without
limitation, storage of trucks and other vehicles, is prohibited without
Landlord’s prior written consent.  Notwithstanding the foregoing,
Tenant may, without Landlord’s consent, locate dropped trailers in the loading
area behind and exclusively serving the Premises (which loading area contains
seven (7) dock height doors per the specifications set forth on Schedule D-2 attached
to this Lease).   Furthermore, Tenant acknowledges and agrees
that Landlord shall have the right to change, alter or modify the common areas
from time to time, as well as a right to establish designated parking areas for
one or more of the tenants of the Building, provided that such charges,
alterations, modifications or designations do not have a material adverse effect
on Tenant’s use of or access to the Premises.  The cost of repairing
damage to any part of such common areas caused by the acts of Tenant or its
employees, agents, or business invitees shall be paid by Tenant upon demand by
Landlord.  By way of example, but not limitation, in the event Tenant
can be identified as being responsible for obstructions or stoppage of the
common sanitary sewage line, then Tenant shall be responsible for the cost of
the repair thereof.  “Tenant’s Parking Ratio” shall mean eighty (80)
parking spaces.

       

      The
Expense Charge shall be payable on a monthly basis in advance beginning on the
Rent Commencement Date.  If the Rent Commencement Date is other than
on the first day of a calendar month, then the Expense Charge for such period
less than a full month shall be proportionately reduced.  In computing
the Expense Charge due from Tenant hereunder, Landlord may estimate the Expense
Charge as described in this Section 4, with a reasonably detailed annual
adjustment delivered to Tenant following the end of each calendar year to adjust
for any discrepancies between the actual expenses incurred and any such
estimate.  Landlord agrees to refund any excess amount charged for any
such year and Tenant agrees to pay within thirty (30) days following written
demand any additional amount due pursuant to the annual
adjustment.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      If Tenant
wishes to perform an audit of the Expense Charge, Tenant shall give Landlord
written notice within ninety (90) days after the receipt of Landlord’s written
notice as to the annual adjustment and Tenant or its representatives shall have
the right to examine Landlord’s books and records with respect to the Expense
Charge in Landlord’s offices.  Such audit shall be completed by Tenant
within sixty (60) days after the expiration of such 90 day
period.  Tenant agrees that the party selected by Tenant to perform
such audit shall be a certified public accountant and be compensated only on the
basis of hourly fees and not on a contingency or percentage
basis.  Furthermore, Tenant agrees to keep the results of any such
audit conducted by Tenant confidential.  The cost of such audit shall
be borne by Tenant; provided, however, in the event it is finally determined (by
mutual agreement or other resolution of such dispute) that Tenant was
overcharged by more than five percent (5%) for the immediately preceding
calendar year, then, in such event, Landlord shall pay for Tenant’s reasonable
out-of-pocket cost for the audit up to a maximum of $2,500.00.  If it
is finally determined (by mutual agreement or other resolution of such dispute)
that the amounts previously charged by Landlord were incorrect, and Tenant was
overcharged, then, Landlord shall promptly (not to exceed 30 days) return to
Tenant any overpayment.  Notwithstanding the pendency of any dispute
hereunder, Tenant shall make payments based upon Landlord’s determination or
calculation until such determination or calculation has been established
hereunder to be incorrect.  The Expense Charges shall constitute
“additional rent” for all purposes under this Lease.

       

      5.            LATE
PAYMENT CHARGE.  Other
remedies for nonpayment of Base Rental, additional rent or other sums due
hereunder notwithstanding, if more than one payment in any calendar year of any
Base Rent, additional rent or other sum due hereunder is not received within
five (5) days after its due date, a late payment charge of five percent (5%) of
such past due amount shall become due and payable, but in no event shall such
late charge exceed the maximum amount allowed by law.  In relation to
the foregoing, Tenant acknowledges that the late payment charge represents an
agreed upon charge for administrative expenses suffered by Landlord as the
result of such late payment and not payment for the use of money.

       

      6.            SECURITY
DEPOSIT.

       

      (a)           If
a Security Deposit is specified in the Basic Lease Information Page of this
Lease, Tenant agrees that the same will be paid upon execution and delivery of
this Lease, and that Landlord shall hold the same throughout the Term of this
Lease as security for the performance by Tenant of all obligations on the part
of Tenant hereunder.  Landlord shall have the right from time to time,
without prejudice to any other remedy Landlord may have on account thereof, to
apply such Security Deposit, or any part thereof, to Landlord’s damages arising
from, or to cure, any Event of Default.  If Landlord shall so apply
any or all of such Security Deposit, Tenant shall, within ten (10) days of
written demand, deposit with Landlord the amount so applied to be held as
security hereunder.  Landlord shall return the Security Deposit, or so
much thereof as shall not have theretofore been applied in accordance with the
terms of this Section, to Tenant on the expiration or earlier termination of the
Term of this Lease and surrender of possession of the Premises by Tenant to
Landlord at such time, provided that there is then existing no Event of Default
(nor any circumstance which, with the passage of time or the giving of notice,
or both, would constitute an Event of Default).  While Landlord holds
such Security Deposit, Landlord shall have no obligation to pay interest on the
same or to maintain the same in a separate account and Landlord may commingle
the Security Deposit with Landlord’s other funds.  If Landlord conveys
Landlord’s interest under this Lease, the Security Deposit, or any part thereof
not previously applied, shall be turned over by Landlord to Landlord’s grantee,
and, if so turned over with written notice to Tenant, Tenant agrees to look
solely to such grantee for proper application of the Security Deposit in
accordance with the terms of this Section, and the return thereof in accordance
herewith.  The holder of a mortgage shall not be responsible to Tenant
for the return or application of any such deposit, whether or not it succeeds to
the position of Landlord hereunder, unless such Security Deposit shall have been
received in hand by such holder.  The Security Deposit shall not be
deemed an advance rent deposit or an advance payment of any other kind, or a
measure or limitation of Landlord’s damages or constitute a bar or defense to
any of the Landlord’s other remedies under this Lease or at law or in equity
upon Tenant’s default.

       

      
        
           


        

        
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      (b)           At
Tenant’s election, Tenant may deliver the Security Deposit to Landlord in the
form of an unconditional, irrevocable letter of credit in the amount set forth
in the Basic Lease Information Page hereof and substantially in the form annexed
hereto as Exhibit G
and otherwise reasonably satisfactory to Landlord and issued by a banking
corporation reasonably satisfactory to Landlord.  Such letter of
credit shall have an expiration date no earlier than the first anniversary of
the date of issuance thereof and shall be automatically renewed from year to
year unless terminated by the issuer thereof by notice to Landlord given not
less than forty-five (45) days prior to the expiration
thereof.  Tenant shall, throughout the Term of this Lease, deliver to
Landlord, in the event of the termination of any such letter of credit,
replacement letters of credit in lieu thereof (each such letter of credit and
such extensions or replacements thereof, as the case may be, is hereinafter
referred to as a “Letter of Credit”) no later than 30 days prior to the
expiration date of the preceding Letter of Credit.  If Tenant shall
fail to obtain any replacement of or amendment to a Letter of Credit within any
of the applicable time limits set forth in this Section 6, Landlord shall have
the right (but not the obligation), at its option, to draw down the full amount
of the existing Letter of Credit and use, apply and retain the same as security
hereunder.

       

      (c)           In
the event Tenant defaults in respect of the full and prompt payment and
performance of any of the terms, provisions, covenants and conditions of this
Lease beyond notice (the delivery of which shall not be required for purposes of
this Section 6 if Landlord is prevented or prohibited from delivering the same
under applicable law, including, but not limited to, any applicable bankruptcy
and insolvency laws) and the expiration of any applicable cure periods (except
that no notice and cure period shall be required for purposes of this Section 6
with respect to any default by Tenant hereunder if, at the time of such default,
any of the events set forth in Section 20, clauses (c), (d) or (e) shall have
occurred with or without the acquiescence of Tenant), including, but not limited
to, failure to make any payment of Base Rent, Expense Charges or any other
charges due hereunder, Landlord may, at its election (but shall not be obligated
to) apply any Cash Security or draw down the entire Letter of Credit or any
portion thereof and use, apply or retain the whole or any part of the security
represented by the Letter of Credit, to the extent required for the payment
of:  (i) Base Rent, Expense Charges or any other sum as to which
Tenant is in default, (ii) any sum which Landlord may expend or may be required
to expend by reason of Tenant’s default beyond applicable notice and cure
periods in respect of any of the terms, provisions, covenants, and conditions of
this Lease, including but not limited to, any reletting costs or expenses
(including, without limitation, any free rent, tenant improvement allowance,
leasing commissions, reasonable attorneys’ fees, costs and expenses, and other
fees, costs and expenses relating to the reletting of all or any portion of the
Premises), (iii) any damages or deficiency in the reletting of the Premises,
whether such damages or deficiency accrued before or after summary proceedings
or other re-entry by Landlord, or (iv) any damages awarded to Landlord in
accordance with the terms and conditions of Section 20 hereof, it being
understood that any use of the whole or any part of the security represented by
the Letter of Credit shall not constitute a bar or defense to any of Landlord’s
other remedies under this Lease or any Law, including but not limited to
Landlord’s right to assert a claim against Tenant under 11 U.S.C. §502(b)(6) or
any other provision of Title 11 of the United States Code.  In no
event and under no circumstance shall the draw down on or use of any amounts
under the Letter of Credit constitute a basis or defense to the exercise of any
other of Landlord’s rights and remedies under this Lease or under any law,
including, but not limited to, Landlord’s right to assert a claim against Tenant
under 11 U.S.C. §502(b)(6) or any other provision of Title 11 of the United
States Code.

       

      
        
           


        

        
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      (d)           Neither
the Letter of Credit, nor any proceeds therefrom, if any, shall be deemed an
advance rent deposit or an advance payment of any other kind, or a measure or
limitation of Landlord’s damages or constitute a bar or defense to any of the
Landlord’s other remedies under this Lease or at law or in equity upon Tenant’s
default.

       

      (e)           As
a material inducement to Landlord to enter into this Lease, Tenant hereby
acknowledges and agrees that the Letter of Credit and the proceeds thereof
(including, without limitation any Cash Security created by the draw down of all
or any portion of the Letter of Credit) and the obligation to make available or
pay to Landlord all or a portion thereof in satisfaction of any obligation of
Tenant under this Lease, shall be deemed third-party obligations and not the
obligation of Tenant hereunder and, accordingly, (1) shall not be subject to any
limitation on damages contained in Section 502(b)(6) of Title 11 of the United
States Code or any other limitation on damages that may apply under any federal,
state or local law, rule or regulation in connection with a bankruptcy,
insolvency or other similar proceeding by, against or on behalf of Tenant, (2)
shall not diminish or be offset against any amounts that Landlord would be able
to claim against Tenant pursuant to 11 U.S.C. §502(b)(6) as if no Letter of
Credit existed, and (3) may be relied on by Landlord in the event of an
assignment of this Lease that is not expressly permitted in accordance with the
terms of this Lease even if such assignment has been authorized and approved by
a court exercising jurisdiction in connection with a bankruptcy, insolvency or
other similar proceeding by, against or on behalf of Tenant.

       

      (f)           Provided
and on condition that there is no Event of Default of Tenant as of the Review
Date (as hereinafter defined) and there has not been any Event of Default of
Tenant in existence at any time during the twelve (12) months immediately
preceding the Review Date (the “Reduction Conditions”), then as of the first day
of the third Lease Year during the Term (the “Review Date”), the amount of the
Security Deposit required under this Lease will be reduced to
$116,000.00.  Within thirty (30) days after Landlord receives a
written request from Tenant for reduction of the Security Deposit pursuant to
this Section 6(f), Landlord shall confirm in writing to Tenant whether the
conditions set forth in this Section 6(f) for such reduction have been satisfied
as of the Review Date.  Provided and on condition that the Reduction
Conditions have been satisfied, Landlord shall return the excess amount of the
Security Deposit or, if the Security Deposit is in the form of a Letter of
Credit, Tenant shall be permitted to deliver to Landlord an amendment to the
existing Letter of Credit or a new Letter of Credit meeting all of the
requirements of this Section 6 to accomplish such authorized reduction of the
Letter of Credit and Landlord will have no obligation to honor such reduction in
the Security Deposit or to surrender the Letter of Credit unless and until
receipt of the new Letter of Credit or an amended Letter of Credit in compliance
with such requirements.  Landlord agrees that Landlord shall
reasonably cooperate with Tenant, at no cost to Landlord, in connection with
Tenant’s efforts to deliver a replacement of or amendment to such Letter of
Credit.  In no event shall any Letter of Credit have automatic
reduction provisions.

       

      
        
           

        

        
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      (g)           The
provisions of this Section 6 shall survive the expiration or earlier termination
of this Lease for a period of not more than five (5) years following such
expiration or termination.

       

      7.            USE.

       

      (a)           The
Premises shall be used for general office, warehouse and light assembly purposes
and for absolutely no other use or purpose without Landlord’s express written
consent in Landlord’s sole discretion.  Tenant shall not give notice
of any auction, liquidation or going out of business sale on the
Premises.  Tenant shall not do or permit to be done in or about the
Premises anything which is prohibited by or will in any way conflict with any
all present and future statutes, laws, codes, regulations, ordinances, orders,
rules, bylaws, administrative guidelines, requirements, directives and actions
of any federal, state or local governmental or quasi-governmental authority, and
other legal requirements of whatever kind or nature that are applicable to the
Property, (including Environmental Laws and the Americans With Disabilities Act
of 1990, and accessibility guidelines promulgated in connection therewith (the
“ADA”), as the same may be amended from time to time) and any amendments,
modifications or changes to any of the foregoing (collectively, “Laws”) or with
the Rules and Regulations set forth on Exhibit
F hereto, as such Rules and Regulations may be amended or supplemented by
Landlord in writing from time to time, or which is prohibited by the standard
form of fire insurance policy or will in any way increase the existing rate of
or affect any fire or other insurance upon the Building or any part thereof or
any of its contents, or cause a cancellation of any insurance policy covering
the Building or any part thereof or any of its contents, or which will violate
any restrictive covenant or other agreement now or hereafter of record and to
which the Land is subject.  Notwithstanding the foregoing, if Landlord
agrees to allow Tenant to use the Premises in such a manner which results in an
increase of rates payable by Landlord for fire or other insurance, then, in such
event, Landlord shall have the right to require Tenant to the pay the cost of
such increase.  Tenant shall not permit any operation which emits any
odor or matter which intrudes into other portions of the Building, use any
apparatus or machine which makes unreasonable noise or causes vibration in any
portion of the Building or otherwise do or permit anything to be done in or
about the Premises which will in any way unreasonably obstruct or interfere with
the rights of other tenants of the Building, or injure or unreasonably annoy
them, or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises.  Landlord acknowledges that
Tenant intends to use radio frequency guided forklifts and wireless routers for
its computer systems at the Premises.


      
        
           


        

        
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      (b)           Subject
to Landlord’s obligations to perform the Landlord’s Work and to obtain all
required permits and certificates of occupancy related to Landlord’s Work, all
as set forth in Exhibit D
attached hereto, Tenant shall, at its sole cost and expense, obtain all permits,
licenses and other approvals required by law for the conduct of its business,
comply with and shall cause the Premises to comply with the requirements of all
Laws including, without limitation, the ADA and local accessibility laws as they
pertain to the conduct of Tenant’s business or that of any party claiming by,
through or under Tenant, including without limitation, those which require the
making of alterations, modifications or changes to the Premises or the Building
whether foreseen or unforeseen, ordinary or extraordinary, and whether or not
the same are now or hereafter effective.  Notwithstanding the
foregoing, Tenant shall not be obligated to make repairs or alterations to the
Premises in order to comply with Laws unless the need for such repairs or
alterations arises from (i) the specific manner and nature of Tenant’s use or
occupancy of the Premises, as distinguished from general office and warehouse
use, (ii) the manner of conduct of Tenant’s business or operation of its
installations, equipment or other property therein, (iii) any cause or condition
created by or at the instance of the Tenant, including, without limitation, any
Alterations made by or on behalf of Tenant, or (iv) a breach by Tenant of any
provisions of this lease.  Tenant shall also be responsible for the
cost of compliance with all present and future Laws in respect of the Building
and the Project to the extent arising from any of the causes set forth in
clauses (i) through (iv) of the preceding sentence, in which event Tenant shall
be responsible to perform, at Tenant’s sole cost and expense, such repairs or
alterations, whether or not such compliance requires work which is structural or
non-structural, ordinary or extraordinary, foreseen or
unforeseen.  Notwithstanding the foregoing to the contrary, to the
extent that the Laws pertain to the base building systems serving the Building
generally (and not components thereof or supplemental systems serving
exclusively the Premises), the structural elements, the common areas, the
Building as a whole or the Project, and modifications to thereto are required in
order to bring the same into compliance with any of the Laws, Landlord shall be
responsible for the compliance of such item(s) with the Laws, but, without
prejudice to Landlord’s rights, if any, to include such items within Operating
Expenses as defined in (and limited by) Section 4 of this Lease; provided,
however, if any such required modifications or compliance are the result of any
of the causes set forth in clauses (i) through (iv) above of this Section 7(b),
all such costs shall be paid by Tenant.  To the maximum extent this
provision may be enforceable according to law, Tenant shall be responsible for
the cost of repairs which may be made necessary by reason of damage to the
Building caused by any act or neglect of Tenant, or its agents, employees,
contractors or invitees (including any damage by fire or other casualty arising
therefrom).

       

      (c)           Tenant
acknowledges that the Project is served by a private wastewater treatment system
(the “Septic System”).  Tenant shall not dispose of any sweepings,
rubbish, rags, acids, petroleum products, Hazardous Substances (as hereinafter
defined) or any other foreign substances in the plumbing facilities which may
clog, erode or damage the plumbing pipes, line or conduits, or Septic System
serving the Building and Tenant further agrees to indemnify Landlord for the
cost of repair or cleaning the pipes, plumbing, Septic System or other area of
the plumbing facilities and any other consequence or cost which may be incurred
as a result of the violation of this obligation.

       

      
        
           


        

        
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      (d)           During
the Lease Term, neither Tenant nor any agents, employees, contractors,
subtenants, licensees, invitees, customers or visitors of Tenant or anyone
claiming by, through or under Tenant (collectively, the “Tenant Parties”), shall
cause or permit the manufacturing, treatment, use, possession, processing,
storage, disposal, handling, distribution, transportation, release, threatened
release, discharge, leaking or remitting of any Hazardous Substance on, under,
in or from the Premises, the Building or the Project, or any part
thereof.  Notwithstanding the foregoing, Landlord acknowledges and
agrees that so long as all such usage, storage and disposal is in strict
compliance with Environmental Laws and the Rules and Regulations, Tenant shall
be entitled to use at the Premises ordinary cleaning supplies and office
supplies containing de minimus amounts of Hazardous Substances, including, toner
for photocopying machines and other similar materials, and other materials and
substances customarily used and found in comparable industrial
buildings.  Upon receipt of a written request, Tenant shall disclose
in writing to Landlord the identity of all Hazardous Substances present or used
by Tenant at the Premises (other than ordinary cleaning supplies and office
supplies as described in the preceding sentence) and complete and return to
Landlord a Hazardous Materials Disclosure Certificate in the Landlord’s then
standard form for the Building.  Tenant and any person or entity
acting at the direction or with the consent or knowledge of Tenant shall comply
with all applicable local, state, or federal laws, rules, regulations,
principles of common law, ordinances and codes, as well as orders, decrees,
judgments, injunctions, notices, plans or demand letters issued, promulgated,
approved or entered thereunder, now or hereafter in effect pertaining to
environmental contamination, clean-up, pollution, protection of the environment
or public health and safety including, without limitation, “CERCLA”, “RCRA”,
state lien or superlien statutes (the “Environmental Laws”).  The term
“Hazardous Substance” shall mean any waste, substance, material, pollutant,
contaminant, toxic or hazardous or extremely hazardous or acutely hazardous
substance, waste, material, constituent or chemical that is regulated by, that
forms the basis of liability under, or the presence of which in the environment
is prohibited by or requires notification, investigation, or remediation under,
any Environmental Laws, including without limitation, (A) those identified in
Section 101(14) of CERCLA, as the same may be amended from time to time, and (B)
petroleum and petroleum fractions, by-products or products.  Tenant
hereby indemnifies and holds harmless Landlord and Landlord’s agents, employees
and successors from any liability, loss, cost, injury, damage or other expense
whatsoever, including, without limitation, reasonable attorneys’ fees,
reasonable settlement costs, costs of monitoring, investigation and remediation,
that may occur as a result of any violation or claim of violation of
Environmental Laws by Tenant or any of the Tenant Parties, expressly excluding
any conditions existing as of the Commencement Date.  The indemnity by
Tenant in the foregoing sentence shall be deemed to be continuing in nature and
shall remain in full force and effect and shall survive the expiration or
earlier termination of this Lease Agreement.

       

      (e)           Tenant,
at its sole cost and expense, shall remove any Hazardous Substance stored,
disposed of or otherwise released by Tenant or any of the Tenant Parties at or
from the Premises, the Building or the Project, in a manner and to a level
reasonably satisfactory to Landlord (taking into consideration and compared with
remediation measures performed or required by institutional owners of industrial
properties in response to similar contamination or releases of Hazardous
Substances at such properties) and which does not limit any future uses of the
Project, require the recording of any deed restriction or notice regarding the
Premises or adversely affect Landlord’s ability to finance the same, but in no
event to a level and in a manner less than that which complies with all
Environmental Laws.  Tenant shall perform such work at any time during
the period of the Lease upon written request by Landlord or, in the absence of a
specific request by Landlord, before Tenant’s right to possession of the
Premises terminates or expires.  If Tenant fails to perform such work
within the time period specified by Landlord or before Tenant’s right to
possession terminates or expires (whichever is earlier), Landlord may at its
discretion, and without waiving any other remedy available under this Lease or
at law or equity (including without limitation an action to compel Tenant to
perform such work), perform such work at Tenant’s cost.  Tenant shall
pay all costs incurred by Landlord in performing such work within ten (10) days
after Landlord’s request therefor.  Such work performed by Landlord is
on behalf of Tenant and Tenant remains the owner, generator, operator,
transporter, and/or arranger of the Hazardous Substance for purposes of
Environmental Laws.  Tenant agrees not to enter into any agreement
with any person, including without limitation any governmental authority,
regarding the removal of any Hazardous Substance that have been disposed of or
otherwise released onto or from the Premises without the written approval of the
Landlord.

       

      
        
           


        

        
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      (f)           Landlord
shall have access to, and a right to perform inspections and tests of, the
Premises to determine Tenant’s compliance with Environmental Laws, its
obligations under this Section 7, or the environmental condition of the
Premises.  Access shall be granted to Landlord upon Landlord’s
reasonable prior notice to Tenant and at such times so as to minimize, so far as
may be reasonable under the circumstances, any disturbance to Tenant’s
operations.  Such inspections and tests shall be conducted at
Landlord’s expense, unless such inspections or tests reveal that Tenant has not
complied with any Environmental Laws or the provisions of this Section 7, in
which case Tenant shall reimburse Landlord for the reasonable cost of such
inspection and tests.  Landlord’s receipt of or satisfaction with any
environmental assessment in no way waives any rights that Landlord holds against
Tenant.  Tenant shall immediately notify Landlord of any communication
or report that Tenant makes to any governmental authority regarding any possible
violation of Environmental Laws or release or threat of release of any Hazardous
Substance at or from the Premises, the Building or the Project. Tenant shall,
within five (5) business days of receipt thereof, provide Landlord with a copy
of any documents or correspondence received from any governmental agency or
other party relating to a possible violation of Environmental Laws or claim or
liability associated with the release or threat of release of any Hazardous
Substance onto or from the Premises. Tenant shall immediately notify Landlord of
any violation of Environmental Laws by Tenant or any of the Tenant Parties
occurring on or in the Premises, the Building or the Land, or any part thereof,
the presence of Hazardous Substances on or about the Premises or the existence
of any other actual or potential environmental problem or liability with respect
hereto on or about the Premises, in any case provided Tenant has actual notice
thereof.

       

      (g)           Tenant
shall in its use of the Premises not operate its business under this Lease so as
to breach or violate any other lease entered into by Tenant, or unreasonably
disturb any other occupant’s quiet and peaceful use and enjoyment of its
premises at the Property, or violate any contract entered into by Tenant, or
violate any judgment or decree imposed upon Tenant and Tenant shall not use the
Premises for any use involving the emission of objectionable odors, fumes, noise
or vibrations.

       

      
        
           


        

        
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      8.           
ALTERATIONS AND IMPROVEMENTS.

       

      (a)           Tenant
shall not make, suffer or permit to be made any Alterations (as hereinafter
defined) to or of the Premises or any part thereof, or attach any fixtures or
equipment thereto, without first obtaining Landlord’s written consent, which
consent shall not be unreasonably withheld or delayed with respect to
non-structural, interior Alterations that do not affect or involve the
Building’s electrical, plumbing, mechanical or fire/life safety systems or any
other Building systems or the exterior façade or exterior appearance of the
Premises or the Building.  Notwithstanding the foregoing, after at
least ten (10) days prior written notice to Landlord but without any requirement
for Landlord’s consent, Tenant may repaint and install carpet in the Premises
and perform any other non-structural Alterations of a purely decorative nature,
which do not require the issuance of a building permit or affect any building
systems.  All Alterations (excluding Tenant’s movable furniture,
equipment and trade fixtures) shall become Landlord’s property at the expiration
or earlier termination of the term hereof and shall remain on the Premises
without compensation to Tenant.  Notwithstanding the foregoing,
Landlord may elect by written notice to Tenant to have Tenant remove such
Alterations, in which event, Tenant shall promptly restore, at its sole cost and
expense, the Premises to its condition prior to the installation of such
Alterations, normal wear and tear excepted.  In relation to the
foregoing, Landlord acknowledges and agrees that it shall advise Tenant as to
whether or not it shall require the removal of each respective Alteration, (x)
within ten (10) days of being notified of Tenant’s intention to make the subject
Alterations where notification rather than consent is required or (y) at the
time Landlord grants its consent to the subject Alteration under circumstances
where Landlord’s consent is required.  Landlord agrees that Tenant may
install one (1) wire forklift system in the Premises subject to Landlord’s
approval of the specifications and manner of affixation in the
Premises.  Landlord agrees that Tenant will not be required to remove
such wire forklift system from the Premises (exclusive of actual racking which
shall be removed by Tenant) at the end of the Term, provided, however, that the
anchor bolts for such forklift system shall be cut, ground down and filled with
epoxy to Landlord’s reasonable satisfaction on or before the expiration or
earlier termination of the Lease Term.  Landlord hereby consents to
the Alterations shown on the plans attached hereto as Exhibit I (the
“Tenant Approved Plans”).

       

      (b)           All
repairs, alterations, additions and improvements done by or on behalf of Tenant
or any of the Tenant Parties to or within the Premises (collectively,
“Alterations”) shall be performed (1) in a good and workmanlike manner, using
only new and quality materials, (2) in compliance with all applicable Laws and
in accordance with Landlord’s construction rules and regulations from time to
time in effect for the Building, (3) at such times and in such manner as will
cause a minimum of interference with other construction in progress and with the
transaction of business in the Building, provided, however, that Landlord may,
in Landlord’s sole discretion, require that any work creating, in Landlord’s
reasonable discretion, unreasonable noise, vibration, dust or fumes be performed
before 8:00 am and after 6:00 pm on business days, and (4) at Tenant’s sole
expense.  Prior to commencing any Alterations to the Premises, Tenant
shall obtain all state, local and other necessary permits and shall carry such
insurance (naming Landlord, Landlord’s agents, property manager, any Holder and
any other parties reasonably designated by Landlord as additional insureds) and
obtain such payment, performance and lien bonds as Landlord shall reasonably
require or other security reasonably designated by Landlord when the cost of
such Alterations exceeds $50,000.  Whenever Tenant proposes to do any
construction work requiring a building permit within the Premises, Tenant shall
first furnish to Landlord plans and specifications covering such work in such
detail as Landlord may reasonably request.  In no event shall any
construction work be commenced within the Premises without Landlord’s prior
written approval of such plans and specifications.  In the event
Tenant does perform any construction work without having first received such
approval, Landlord shall, in addition to all other remedies it might have
hereunder or at law, have the right to require Tenant to immediately remove any
unapproved additions or improvements and restore the Premises to the condition
existing prior to such unauthorized construction.  If Landlord fails
to respond to Tenant’s request for Landlord’s approval of plans and
specifications within thirty (30) days following submission by Tenant, Tenant
may deliver a second notice (a “Deemed Approval Notice”) to Landlord at
Landlord’s addresses set forth in this Lease, which notice shall state
conspicuously at the top of the first page of such notice in bold type and in
all capital letters “IF LANDLORD SHALL FAIL TO RESPOND TO THIS SECOND REQUEST
FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT, LANDLORD SHALL BE
DEEMED TO HAVE APPROVED THE ATTACHED PLANS AND SPECIFICATIONS AND WHICH ARE THE
SUBJECT OF THIS REQUEST” and if Tenant shall deliver such second notice to
Landlord as aforesaid and Landlord fails to respond within such five (5)
Business Day period, then Landlord’s failure to respond to the plans and
specifications shall be deemed to be an approval by Landlord of the proposed
Alterations shown thereon.

       

      
        
           


        

        
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      (c)           Tenant
shall provide Landlord with the identities and mailing addresses of all persons
performing work or supplying materials, prior to beginning such construction,
and Landlord may post on and about the Premises notices of non responsibility
pursuant to applicable law.  In the event that the cost of
construction exceeds $50,000, Tenant shall furnish security or make other
arrangements satisfactory to Landlord to assure payment for the completion of
all work free and clear of liens and in any event, Tenant’s contractors shall
provide certificates of insurance for worker’s compensation and other coverage
in amounts and from an insurance company satisfactory to Landlord protecting
Landlord against liability for personal injury or property damage during
construction.  Upon completion of any repairs, alterations, additions
and improvements, Tenant shall deliver to Landlord sworn statements setting
forth the names of all contractors and subcontractors who did work on the
repairs, alterations, additions and improvements and final lien waivers from all
such contractors and subcontractors.

       

      (d)           Without
limiting the generality of the foregoing, Tenant shall under no circumstances
make any penetration of the roof or walls of the Building without Landlord’s
consent, which consent may be given or withheld by Landlord in its sole and
absolute discretion.  In the event Landlord consents to a penetration
of the roof or walls of the Building, all such work shall be performed by
contractors designated or approved by Landlord and shall be supervised by
Landlord or its designees and performed under conditions and subject to such
conditions and requirements as may be reasonably established by
Landlord.  Tenant shall and hereby agrees to indemnify and hold
Landlord harmless from and against any and all loss, cost, damage, expense or
liability (including, without limitation, court costs and attorneys’ fees)
suffered or incurred by Landlord as a result of any penetration of the roof or
walls of the Building made by Tenant, including, without limitation, costs of
repair, loss of income, claims for damages from other tenants of the Building
and damages which result if any warranty on the roof held or maintained by
Landlord is voided or impaired by such penetration.  The provisions
hereof shall survive the expiration or earlier termination of this Lease for a
period of not more than two (2) years following such expiration or earlier
termination.

       

      (e)           Under
no circumstances may Tenant penetrate the floor slab of the Building without
Landlord’s prior written consent, which consent may be given or withheld by
Landlord in its sole and absolute discretion, except that Landlord consents to
the penetrations shown on the Tenant Approved Plans.  Tenant agrees
that the point pressure resulting from any racking system, inventory, forklifts
and equipment or Tenant or any Tenant Parties pertaining to any use of the
Premises shall not exceed allowable design for loading for floor slabs on grade,
which Landlord represents and warrants to Tenant is 3,500 psi for the entire
Premises.  Tenant agrees not to use any vehicle that will cause damage
(as opposed to normal wear and tear) to the floor slab.  Tenant shall
hold harmless Landlord from any loss, liability, any expenses, arising out of
such damage or repair caused by Tenant’s negligence or failure to comply with
this paragraph.


      
        
           


        

        
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      (f)           In
addition to the foregoing provisions, Tenant agrees that in the event Landlord
consents to any penetration of the roof, walls or floor slab of the Building
pursuant to the provisions hereof, Tenant shall, on or before the termination of
the term hereof, and at Tenant’s sole cost and expense, repair and restore such
areas so penetrated to the condition they were in prior to such
penetration.

       

      9.           LIENS.  Tenant
shall keep the Premises, the Building and the Project free from any liens or
claims of lien arising out of work performed, materials furnished or obligations
incurred by, for or at the instance of Tenant, its assignees or
subtenants.  In the event that any liens are filed arising out of work
performed, materials furnished or obligations incurred by, for or at the
instance of Tenant, its assignees or subtenants, Landlord may, without waiver of
any other rights or remedies, bond, pay or otherwise extinguish such liens, and
any expenses incurred by Landlord in connection therewith shall be paid by
Tenant to Landlord upon demand as additional rent hereunder.

       

      10.          REPAIRS
AND MAINTENANCE.

       

      (a)           Landlord
shall maintain in good order and condition and make repairs to the roof,
foundation, Septic System, parking and common areas of the Building and the
Land, subgrade sewer and plumbing lines serving the Building and the structural
soundness of exterior walls of the Building (excluding windows, window glass,
plate glass and doors).  This Lease is intended to be a net lease;
accordingly, Landlord’s costs of maintaining the items set forth in this Section
10(a) shall be included in Operating Expenses.  Landlord shall not be
required to make any improvements, replacements or repairs of any kind or
character to the Premises or the Building during the Lease Term except as set
forth in this Section 10(a).  Landlord shall not be liable to Tenant,
except as expressly provided in this Lease, for any damage or inconvenience, and
Tenant shall not be entitled to any abatement or reduction of rent, by reason of
any repairs or additions made by Landlord under this Lease.  Tenant
hereby waives all rights to make repairs at the expense of Landlord as provided
by any law, statute or ordinance now or hereafter in effect.  Tenant
shall at once report in writing to Landlord any defective condition known to it
which Landlord may be required to repair.  Landlord agrees, after
receipt of written notice, to use commercially reasonable efforts to enforce all
warranties that may apply to all portions of the Premises and the
Building.


      
        
           


        

        
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      (b)           Tenant
will keep the Premises (and any signs installed by Tenant at the Building or the
Property) and every part thereof (including all Alterations installed by or on
behalf of Tenant) neat and clean, and will maintain the same in as good order,
condition and repair as the same are in as of the Substantial Completion Date or
as thereafter improved, excepting only reasonable wear and tear and those
repairs for which Landlord is responsible under the terms of this Lease, and
Tenant shall surrender the Premises, at the end of the Term, in such
condition.  Except as otherwise provided herein, Tenant shall also
maintain and keep in good order, condition and repair the mechanical,
electrical, plumbing and fire/life safety systems and all related components
exclusively serving the Premises.  Except for the maintenance of the
HVAC units pursuant to Section 10(c), Tenant shall maintain in full force and
effect during the Term hereof a service and maintenance contract with respect to
such systems and in the event Tenant fails to maintain any of the foregoing
contracts, Landlord shall have the right (but without any obligation to do so)
to maintain the same, in which event the cost thereof shall be paid by Tenant as
Additional Rent within ten (10) days following written demand.  Tenant
shall furnish Landlord a copy of the initial service contracts within thirty
(30) days after the Commencement Date and shall thereafter, upon Landlord’s
request, provide Landlord reasonable evidence of the continued maintenance of
the required service contract and, furthermore, upon request of Landlord, Tenant
shall also furnish copies of routine maintenance reports or
invoices.  Tenant shall be responsible for pest and termite
control.  Tenant shall be responsible for maintenance of the plumbing
system to the point of common connection, and any alarm or security systems
serving the Premises.  Tenant agrees to maintain adequate dumpster
service and to keep the Premises in a neat, clean and attractive
manner.  Tenant shall not damage any demising wall or disturb the
integrity and support provided by any demising wall and shall, at its sole cost
and expense, promptly repair any damage or injury to any demising wall caused by
Tenant or its employees, agents or invitees.  Tenant further agrees to
repair, at its sole cost and expense, glass and exterior doors (including
loading doors) serving the Premises and, in addition, to make, at its sole cost
and expense, all repairs of any nature made necessary by the negligence of
Tenant, its agents, employees, contractors, licensees, invitees or
guests.  If Tenant fails to make repairs promptly as required herein,
Landlord may, at its option, make such repairs and the cost of such repairs
shall be charged to Tenant as additional rent and shall be due and payable by
Tenant within ten (10) days from receipt of Landlord’s invoice.  Costs
incurred under this subparagraph (b) are the sole responsibility of Tenant and
do not constitute part of the Expense Charge under
Section  4.

       

      (c)           The
Premises is served by one or more heating, ventilation and air conditioning
(“HVAC”) units providing HVAC service to the Premises.  During the
Term, Landlord shall repair, replace and maintain the HVAC units, and Tenant
shall pay, as Additional Rent, all cost and expenses related to the HVAC units
within ten (10) days after receipt of an invoice from
Landlord.  Landlord may apportion costs incurred in connection with
the HVAC units and service among the tenants in the Building based upon the
number of HVAC units serving each tenant’s premises.  Landlord shall
have the option, at any time during the Term, to elect to require Tenant to
perform all such service and maintenance to the dedicated HVAC units and to
maintain the service contract thereon in the manner required under this
Lease.  Tenant shall also maintain and keep in good order, condition
and repair any supplemental HVAC systems and units installed by or on behalf of
Tenant or as a result of Tenant’s requirements in excess of building
standard.  On or before the Commencement Date, Landlord shall deliver
to Tenant a written statement from Landlord’s maintenance contractor for the
Building certifying that the hot water heater and HVAC units serving the
Premises are in good and operable condition.


      
        
           


        

        
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      (d)           Subject
to the provisions of Exhibit
D attached hereto and made a part hereof, occupancy of the Premises by
Tenant shall be deemed to establish conclusively that (i) the Premises have been
prepared or completed in accordance with the plans and specifications for the
Premises as approved by Landlord and Tenant, (ii)  that Tenant has
accepted the Premises “AS IS” subject to all applicable Laws and other
agreements of record affecting the Project, and (iii) the Premises are in good
and satisfactory condition.  Landlord has made no representation or
warranty as to the suitability of the Premises for the conduct of Tenant’s
business, and Tenant waives any implied warranty that the Premises are suitable
for Tenant’s intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED
AND ACCEPTS THE PREMISES IN AN "AS IS, WHERE IS" CONDITION SUBJECT TO EXHIBIT D,
(2) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE
PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY,
REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD
AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE
PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE
BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN EXHIBIT
D ATTACHED HERETO, IF ANY), AND (5) OTHER THAN EXPRESSLY SET OUT IN THIS
LEASE, THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR
STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES.

       

      (e)           Tenant,
at its expense, shall arrange and pay for all costs of and charges for
janitorial services for the Premises (including extermination for the Premises)
consistent with the type and quality of janitorial services required for
tenants’ premises in buildings comparable to the Building in the Littleton
area.

       

      (f)           Tenant
shall be responsible for the removal of its trash, rubbish, garbage and refuse
from the Premises, at its sole cost and expense.  Tenant shall install
a dumpster in a location reasonably designated by Landlord and shall contract
for regular trash removal services for such dumpster. Tenant shall not permit
the accumulation or burning of trash, rubbish, garbage and other refuse in the
Premises or elsewhere in the Building or Property.  The removal agency
selected by Tenant shall be subject to Landlord’s reasonable
approval.  In the event Tenant fails to remove any accumulation of
trash, rubbish, garbage and other refuse within twenty-four (24) hours after
notice from Landlord to remove the same, Landlord shall have the right (but not
obligation) to remove the same, in which event the cost thereof shall be paid by
Tenant as Additional Rent immediately upon demand.

       

      11.          PEACEFUL
POSSESSION.  Subject
to the provisions of Section 14 hereof, so long as an Event of Default by Tenant
is not in existence under this Lease, Tenant shall lawfully, peaceably and
quietly have, hold, occupy and enjoy the Premises during the Term (exclusive of
any period during which Tenant is holding over after the expiration or
termination of this Lease without the consent of Landlord), without hindrance or
ejection by any persons lawfully claiming to have title to the Premises superior
to Tenant, subject, however, to the terms of this Lease; the foregoing covenant
of quiet enjoyment is in lieu of any other covenant, express or
implied.


      
        
           


        

        
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      12.          LIABILITY
OF LANDLORD AND TENANT.

       

      (a)           Unless
resulting from a cause within Landlord’s exclusive control, Landlord shall not
be liable to Tenant for failure to furnish or delay in furnishing any service to
be provided by Landlord under this Lease.  In no event shall any
failure to furnish or delay in furnishing any such service constitute an actual
or constructive eviction of Tenant, nor shall any failure or delay operate to
relieve Tenant from the prompt and punctual performance of each and all of the
covenants to be performed herein by Tenant.  Landlord shall not be
liable to Tenant for damage to person or property caused by defects in or
Tenant’s failure to properly maintain the cooling, heating, electric, water or
other system or apparatus to the extent Tenant is required under this Lease to
maintain such systems nor for the theft, mysterious disappearance, or loss of
any property of Tenant, whether from the Premises or any part of the Building or
property adjoining the Building.  Landlord shall not be liable for any
interference or disturbance by third persons, including other tenants, whether
caused by another tenant or tenants of Landlord or other person.  In
no event shall Tenant be relieved from any obligation herein because of such
interference, disturbance or breach.  Landlord shall not be liable for
losses to Tenant’s property or personal property or injury caused by criminal
acts or entry by unauthorized persons into the Premises or
Building.

       

      (b)           Notwithstanding
anything to the contrary in this Lease contained, if due to Landlord's failure
to make any repairs, alterations, or improvements required to be made by
Landlord hereunder, or to provide any service expressly required to be provided
by Landlord hereunder, any portion of the Premises becomes untenantable so that
for the Premises Untenantability Cure Period, as hereinafter defined, the
continued operation in the ordinary course of Tenant's business is materially
adversely affected, then, provided that Tenant ceases to use the affected
portion of the Premises during the entirety of the Premises Untenantability Cure
Period by reason of such untenantability, and that such untenantability and
Landlord’s inability to cure such condition is not caused by the fault or
neglect of Tenant or Tenant’s agents, employees or contractors, Base Rent and
Expense Charges shall thereafter be abated in proportion to the impact on the
continued operation in the ordinary course of Tenant’s business until the day
such condition is corrected.  For the purposes hereof, the “Premises
Untenantability Cure Period” shall be defined as five (5) consecutive business
days after Landlord’s receipt of written notice from Tenant of the condition
causing untenantability in the Premises, provided however, that the Premises
Untenantability Cure Period shall be ten (10) consecutive business days after
Landlord’s receipt of written notice from Tenant of such condition causing
untenantability in the Premises if either the condition was caused by causes
beyond Landlord’s control or Landlord is unable to cure such condition as the
result of causes beyond Landlord’s control.

       

      (c)           Tenant
agrees that neither Landlord nor its partners, members, employees, agents or
representatives shall be liable, responsible or in any way accountable for any
loss, injury, death or damage to persons or property which at any time may be
suffered or sustained by Tenant or by any person who may at any time be using,
occupying or visiting the Premises or the Building, whether such loss, injury,
death or damage shall be caused by or in any way result from or arise out of any
act, omission or negligence of Tenant or of any occupant, tenant, visitor or
user of any portion of the Premises or the Building, except those arising by
reason of the gross negligence or willful misconduct of Landlord, its partners,
members, employees, agents or representatives.  Tenant shall and
hereby agrees to indemnify, defend, hold and save Landlord its partners,
members, employees, agents or representatives free and harmless of, from and
against any and all claims, liabilities, actions, expenses (including, without
limitation, court costs and attorneys’ fees), losses or damages ever suffered or
incurred by Landlord or such other indemnified parties on account of or in
connection with any such loss, injury, death or damage arising out of a breach
of any covenant in this Lease required to be performed by Tenant or arising out
of Tenant’s use and occupancy of the Premises, the Building, the Land and common
areas, except those arising by reason of the gross negligence or willful
misconduct of Landlord, its partners, members, employees, agents or
representatives.  The indemnification obligations of Tenant set forth
in this Section 12(c) shall survive the expiration or earlier termination
of the Lease.


      
        
           


        

        
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      13.          ASSIGNMENT
AND SUBLETTING.

       

      (a)           Subject
to the terms and conditions of this Section 13, Tenant covenants and agrees
that whether voluntarily, involuntarily, by operation of law or otherwise
neither this Lease nor the term and estate hereby granted, nor any interest
herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise
transferred and that neither the Premises nor any part thereof will be
encumbered in any manner by reason of any act or omission on the part of Tenant,
or used or occupied or permitted to be used or occupied, by anyone other than
Tenant, or for any use or purpose other than a Permitted Use, or be sublet
(which term, without limitation, shall include granting of concessions, licenses
and the like) in whole or in part, or be offered or advertised for assignment or
subletting without Landlord’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed.  Landlord agrees to
respond to a request for consent within thirty (30) days following receipt by
Landlord of such request provided Tenant delivers to Landlord all documentation
reasonably requested by Landlord.  If Tenant is a corporation, and
Tenant's stock is not publicly traded over a recognized securities exchange, the
transfer of fifty percent (50%) or more of the voting stock of such corporation
during the Term of this Lease (whether or not in one or more transfers) or the
dissolution, merger or liquidation of the corporation shall constitute an
assignment subject to the provisions of this Section 13.  If Tenant is
a partnership, limited liability company, limited liability partnership or other
entity, the transfer of fifty percent (50%) or more of the profit and loss
participation in such partnership or entity during the Term of this Lease
(whether or not in one or more transfers) or the dissolution, merger or
liquidation of the partnership, limited liability company, limited liability
partnership or other entity shall constitute an assignment subject to the
provisions of this Section 13.  Tenant's sole remedy in the event that
Landlord shall wrongfully withhold consent to or disapprove any assignment or
sublease shall be to obtain an order by a court of competent jurisdiction that
Landlord grant such consent; in no event shall Landlord be liable for damages
with respect to its granting or withholding consent to any proposed assignment
or sublease.

       

      (b)           If
this Lease be assigned, or if the Premises or any part thereof be sublet or
occupied by anyone other than Tenant, whether or not in violation of the terms
and conditions of the Lease, Landlord may, at any time and from time to time
after the occurrence of an Event of Default, collect rent and other charges from
the assignee, subtenant or occupant, and apply the net amount collected to the
rent and other charges herein reserved, but no such assignment, subletting,
occupancy, collection or modification of any provisions of this Lease shall be
deemed a waiver of this covenant, or the acceptance of the assignee, subtenant
or occupant as a tenant or a release of Tenant from the further performance of
covenants on the part of Tenant to be performed hereunder.  Any
consent by Landlord to a particular assignment, subletting or occupancy or other
act for which Landlord’s consent is required under paragraph (a) of this Section
13 shall not in any way diminish the prohibition stated in paragraph (a) of this
Section 13 as to any further such assignment, subletting or occupancy or other
act or the continuing liability of the original named Tenant.  No
assignment or subletting hereunder shall relieve Tenant from its obligations
hereunder, and Tenant shall remain fully and primarily liable
therefor.


      
        
           


        

        
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      (c)           Without
in any way limiting Landlord’s right to refuse to consent to any assignment or
subletting of this Lease, Landlord reserves the right to reasonably refuse to
give such consent if in Landlord’s opinion (i) the Leased Premises are or may be
in any way adversely affected or the transferee would use the Premises for a use
which is not permitted under this Lease; (ii) the business reputation of the
proposed assignee or subtenant is unacceptable; or (iii) the financial worth of
the proposed assignee or subtenant is insufficient to meet the obligations
hereunder.  In the event that Tenant sublets the Leased Premises or
any part thereof, or assigns this Lease and at any time receives rent and/or
other consideration which exceeds (after deducting the brokerage costs,
attorneys’ fees and leasehold improvement expenses actually incurred by Tenant
in connection with such assignment or subletting prorated over the term of the
assignment or subletting) the total sums which Tenant is obligated to pay
Landlord under this Lease, Tenant shall pay to Landlord 50% of the excess in
such rent as such rent is received by Tenant and 50% of any other consideration
received by Tenant from such subtenant in connection with such sublease, or, in
the case of any assignment of this Lease by Tenant, Landlord shall receive 50%
of any consideration paid to Tenant by such assignee in connection with such
assignment.  Tenant agrees to reimburse Landlord for reasonable
accounting and attorneys’ fees incurred in conjunction with the review,
processing and documentation of any such requested assignment or subletting of
this Lease or Tenant’s interest in and to the Leased Premises, provided,
however, if Landlord grants its consent to the transfer and Tenant and its
transferee execute Landlord’s standard form of consent agreement without
material negotiation or modification, then such expenses shall not exceed $3,500
with respect to the applicable transaction.  Tenant acknowledges and
agrees that it shall not be allowed to place a sign anywhere within the Building
or on the Land advertising the availability of the Premises for subletting or
assignment.

       

      (d)           Notwithstanding
anything herein to the contrary, in addition to withholding or granting consent
with respect to (i) any proposed assignment of this Lease, or (ii)  a
proposed sublease of all or a portion of the Premises consisting in the
aggregate of 20% or more of the Premises and for a term of three (3) years or,
if there are less than three (3) years remaining in the Term, for the remaining
Term of the Lease, Landlord shall have the right, to be exercised in writing
within thirty (30) days (which 30 days period shall run concurrently with
Landlord’s 30-day period to approve or disapprove of a proposed assignment or
sublease) after written notice from Tenant seeking Landlord’s consent to assign
this Lease or sublease all or any portion of the Premises, to terminate this
Lease (in the event of a proposed assignment) or recapture that portion of the
Premises to be subleased (in the event of a proposed sublease).  If
Landlord notifies Tenant of Landlord’s intent to recapture in accordance with
this Section 13(d), Tenant may rescind its request for consent to an assignment
or sublease by written notice to Landlord within ten (10) days following receipt
of Landlord’s recapture notice, in which event, Tenant’s request for consent
will be rescinded and Tenant shall not enter into any assignment or sublease
without first complying with Tenant’s obligations this Section
13(d).  In the case of a proposed assignment, this Lease shall
terminate as of the date (the “Recapture Date”) which is the later of (a) sixty
(60) days after the date of Landlord’s election, and (b) the proposed effective
date of such assignment or sublease, as if such date were the last day of the
Term of this Lease.   If Landlord exercises the rights under this
Section in connection with a proposed sublease, this Lease shall be deemed
amended to eliminate the proposed sublease premises from the Premises as of the
Recapture Date, and thereafter all Base Rental and Additional Rent shall be
appropriately prorated to reflect the reduction of the Premises as of the
Recapture Date.

       

      
        
           


        

        
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      (e)           Any
assignment or sublease shall be subject to all of the covenants, agreements,
terms, provisions and conditions contained in this Lease and Tenant shall and
will remain fully liable for the payment of the Base Rental, Additional Rent and
all other additional charges due and to become due hereunder and for the
performance of all the covenants, agreements, terms, provisions and conditions
contained in this Lease on the part of Tenant to be performed and all acts and
omissions of any licensee or subtenant or anyone claiming under or through any
subtenant which shall be in violation of any of the obligations of this Lease,
and any such violation shall be deemed to be a violation by
Tenant.  Tenant further agrees that notwithstanding any such
subletting, no other and further subletting of the Premises by Tenant or any
person claiming through or under Tenant shall or will be made except upon
compliance with and subject to the provisions of this Article.  If
Landlord shall decline to give its consent to any proposed assignment or
sublease, or if Landlord shall exercise any of its options under Section 13(d)
hereof, Tenant shall indemnify, defend and hold harmless Landlord against and
from any and all loss, liability, damages, costs and expenses (including, but
not limited to, reasonable counsel fees) resulting from any claims that may be
made against Landlord by any brokers or other persons claiming a commission or
similar compensation in connection with the proposed assignment or sublease, or
any claims involving any third party or parties who claim they were damaged by
Landlord’s withholding or conditioning of Landlord’s consent.

       

      (f)           Notwithstanding
anything to the contrary in this Section 13, Landlord’s consent will not be
required, for an assignment of this Lease or a sublease of the Premises to any
entity (a “Permitted Transferee”) which (i) controls or is controlled by Tenant
or is under common control with Tenant (a “Tenant Affiliate”), or (ii) purchases
all or substantially all of the assets of Tenant, or (iii) purchases all or
substantially all of the stock of (or other membership interests in) Tenant, or
(iv) which merges or combines with Tenant, provided that such Permitted
Transferee has a net worth which, in Landlord’s reasonable judgment, is at least
equal to or greater than the net worth of Tenant at the time such transfer is
proposed, proof satisfactory to Landlord of such net worth shall have been
delivered to Landlord at least ten (10) business days prior to the effective
date of any such transaction, and such transfer shall be for a good business
purpose and not principally for the purpose of transferring this
Lease.  Except in cases of statutory merger, in which case the
surviving entity in the merger shall be liable as the Tenant under this Lease,
Tenant shall continue to remain fully liable under this Lease, on a joint and
several basis with the Permitted Transferee.  Notwithstanding the
foregoing, if any Tenant Affiliate to which this Lease is assigned or the
Premises sublet (in whole or in part) shall cease to be a Tenant Affiliate, such
cessation shall be considered an assignment or subletting requiring Landlord’s
consent.

       

      
        
           


        

        
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      14.           SUBORDINATION
OF LEASE.

       

      (a)           Subject
to Tenant’s receipt of an SNDA (as hereinafter defined), this Lease shall be
subject and subordinate to the lien and terms of any mortgage, deed of trust,
ground lease or similar encumbrance (collectively, a “Mortgage”, and the holder
thereof from time to time the “Holder”) from time to time encumbering the
Premises, whether executed and delivered prior to or subsequent to the date of
this Lease, unless the Holder shall elect otherwise, and to all recorded
restrictions, covenants, easements and agreements with respect to the
Land.  If this Lease is subordinate to any Mortgage and the Holder or
any other party shall succeed to the interest of Landlord pursuant to the
Mortgage (such Holder or other party, a “Successor”), at the election of the
Successor, Tenant shall attorn to the Successor and this Lease shall continue in
full force and effect between the Successor and Tenant.  Not more than
fifteen (15) business days after Landlord’s written request, Tenant agrees to
execute such instruments of subordination and attornment in confirmation of the
foregoing agreement as the Holder or Successor reasonably may request,
including, but not limited to, a Subordination, Non-Disturbance and Attornment
Agreement (an “SNDA”) on the Holder’s then standard form for such agreement, or
such other reasonable forms which may be proposed by any current or future
Holder.  If any such mortgage, security deed, deed to secure debt or
loan deed shall be foreclosed, upon request of the mortgagee or the purchaser at
foreclosure, Tenant shall attorn to the purchaser at any such foreclosure sale
(or purchaser by deed in lieu of foreclosure) and recognize such purchaser as
Landlord under this Lease and will execute such reasonable instruments as may be
necessary or appropriate to evidence such attornment.  Notwithstanding
any of the above, Tenant agrees that Landlord or its successor in interest shall
have the right to declare this Lease prior and superior to any such mortgage,
security deed, deed to secure debt or loan deed, and Tenant agrees, upon
request, to execute any reasonable instrument or instruments requested by
Landlord or such first mortgagee to confirm same.  The holder or
holders of any such mortgage, security deed, deed to secure debt or loan deed
are hereby made third party beneficiaries to this Lease for the purposes of this
Section  14.  No notice requirement or cure or grace period
provided in this Lease shall apply to Tenant’s obligation to timely deliver the
SNDA.  Landlord will use commercially reasonable, good faith efforts
to obtain an SNDA from any future Holder on such Holder’s standard SNDA form, or
such other form as may be required by such Holder, and which provides, inter
alia, that so long as Tenant is not in default hereunder (beyond any applicable
notice and cure period) and attorns to such mortgagee or any successor-in-title
thereto in the event of a foreclosure or deed-in-lieu of foreclosure, Tenant’s
rights under this Lease, including its right of possession of the Premises,
shall not be disturbed.

       

      (b)           Landlord
agrees to obtain for Tenant, at no cost to Tenant, an SNDA from the existing
mortgagee (the “Current Lender SNDA”), in the form attached hereto as Exhibit H
contemporaneously with the execution and delivery of this
Lease.  Landlord agrees to exercise commercially reasonable efforts to
obtain an SNDA from any future mortgagee on such mortgagee’s then standard form
for such agreement.  For purposes hereof, the term “commercially
reasonable efforts” shall not include the payment by Landlord of any sum of
money or require Landlord to accept less favorable terms and conditions than
would otherwise be acceptable to Landlord.

       

      15.           INSPECTIONS.  Landlord
may enter the Premises at reasonable hours to inspect the Premises, to exhibit
the Premises to prospective purchasers or tenants (as to prospective tenants,
only within the last year of the Lease Term), to determine whether Tenant is
complying with all its obligations hereunder, to supply any service to be
provided by Landlord to Tenant hereunder, to post “For Lease” signs of
reasonable sizes upon or within the Premises during the final 12 months of the
term hereof and during any period of holding over by Tenant, to make repairs
required of Landlord under the term hereof or repairs to any adjoining space or
utility services, and to make repairs, alterations or additions to any other
portion of the Building; provided, however, that all such work shall be done as
promptly as reasonably possible and so as to cause as little interference to
Tenant and the conduct of Tenant’s business as reasonably
possible.  Tenant hereby waives any claim for damages for any injury
or inconvenience to or interference with Tenant’s business, any loss of
occupancy or quiet enjoyment of the Premises or any other loss occasioned by any
such entry.  Landlord shall be entitled to enter the Premises at any
time without notice in the event of emergency.

       

      
        
           


        

        
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      16.           DAMAGE
AND DESTRUCTION.  In case the Premises or the Building are damaged by
fire, condemnation or other casualty so as to render all or a portion of the
Premises unusable by Tenant for the uses described in Section  7, and
Landlord determines and notifies Tenant within thirty (30) days after such
casualty that such damage cannot reasonably be repaired within one hundred
twenty (120) days after Landlord receives permits, approvals and licenses
required to begin reconstruction, then, either party shall have the option of
terminating this Lease by providing written notice of such election to the other
within ten (10) business days of the date of Landlord’s original notice to
Tenant.  If neither party elects to terminate this Lease pursuant to
the preceding sentence, Landlord shall proceed with reasonable diligence to
restore the Premises (exclusive of Alterations performed by or on behalf of
Tenant and any Tenant’s property), but only to the extent of insurance proceeds
received by Landlord therefor, to a usable condition, and Base Rent and Expense
Charges shall be equitably reduced during restoration of the
Premises.  If the Premises should be damaged by fire, condemnation or
other casualty so as to render all or a portion of the Premises unusable by
Tenant for the uses described in Section 7, and Landlord determines and notifies
Tenant within thirty (30) days after such casualty that such casualty can
reasonably be repaired within one hundred twenty (120) days after Landlord
receives permits, approvals and licenses required to begin reconstruction,
Landlord at its option, shall proceed with reasonable diligence to restore the
Premises, but only to the extent of insurance proceeds received by Landlord
therefor, to a usable condition and Base Rent and Expense Charges shall be
equitably reduced during restoration of the Premises.  Landlord hereby
agrees to notify Tenant within sixty (60) days after Landlord is notified of
such casualty of Landlord’s determination as to whether the damage can
reasonably be repaired within one hundred twenty (120) days after Landlord
receives permits, approvals and licenses required to begin reconstruction and,
if Landlord determines that such damage can reasonably be repaired within one
hundred twenty (120) days after Landlord receives permits, approvals and
licenses required to begin reconstruction, whether Landlord elects to terminate
this Lease, if Landlord has such right, or to restore the
Premises.  Notwithstanding any other provision contained in this
Section , the commencement of repairs or restoration by Landlord hereunder shall
in no event be deemed a representation or warranty by Landlord that such repairs
or restoration can or will, in fact, be completed within the time period
estimated by Landlord for such repair and in no event shall Landlord be liable
to Tenant for any failure or inability to complete said repairs or restoration
within any such estimated period; provided, however, if the Premises have not
been restored as required under this Section 16 within thirty (30) days
following the expiration of Landlord’s estimated restoration period (as set
forth in Landlord’s notice to Tenant), subject to extension on account of Tenant
Delays and Force Majeure delays, then Tenant may elect to terminate this Lease
by delivery of thirty (30) days prior written notice to Landlord delivered at
any time after the expiration of such 60-day period and provided further that
such termination notice shall be null and void and this Lease shall remain in
full force and effect if Landlord substantially completes its restoration
obligation prior to the expiration of such 30-day
period.  Furthermore, notwithstanding any other provision contained
herein to the contrary, if the Premises or any material portion thereof are
destroyed or materially damaged by fire or other casualty at any time during the
last year of the Lease Term or during the last year of any renewal term, if
applicable, and, at the time of such casualty event this Lease has not been
renewed for an additional term pursuant to any tenant renewal option rights as
may be contained in Rider No.
2 attached hereto and made a part of this Lease, then, either of Landlord
or Tenant shall have the right, at their option, to terminate this Lease by
giving written notice of such election to the other party within thirty (30)
days after the date of such destruction; provided, however, in no event shall
Tenant have the right to terminate this Lease if the damage or destruction of
the Premises is the result of the negligence or willful act of Tenant or
Tenant's agents, employees, representatives, contractors or successors or
assigns.  Tenant acknowledges and agrees that Landlord's obligation to
repair and restore under this Section 16 shall be limited to the repair and
restoration of those improvements in place as of the Commencement Date,
exclusive of any Alterations made or paid for by Tenant.  If this
Lease is terminated by either party under this Section 16, Landlord shall be
entitled to retain for its benefit, and Tenant shall immediately disburse to
Landlord, the proceeds of insurance maintained by Tenant on the Alterations
performed in or to the Premises during the Term; provided, that, Landlord shall
reimburse to Tenant from such insurance proceeds an amount equal to the
unamortized costs incurred by Tenant to perform any alterations and improvements
made by Tenant to the Premises without reimbursement from any work allowances
paid by Landlord (based on straight-line amortization over the remaining term of
the Lease), less the deductible of Tenant’s insurance.

       

      
        
           


        

        
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      17.           EMINENT
DOMAIN.  If title to any part of the Premises is taken for any public
or quasi-public use under any governmental law, ordinance or regulation or by
eminent domain or by private purchase in lieu thereof, or if title to so much of
the Building is taken that a reasonable amount of reconstruction thereof will
not, in Landlord’s sole discretion, result in the Premises or the Building being
a practical improvement and reasonably suitable for use for the purpose for
which it is designed, then, in either event, this Lease shall terminate at the
option of Landlord on the date that the condemning authority actually takes
possession of the part condemned, such option to be exercised by Landlord within
thirty (30) days after the condemning authority actually takes possession of the
part condemned.  If title to the whole of the Premises is taken by
eminent domain, then this Lease shall terminate as of the date possession of the
Premises is taken by the condemning authority.  If there is a partial
taking of the Premises or the Building and this Lease is not terminated as
provided above, then this Lease shall remain in full force and effect, but the
rent payable hereunder during the unexpired portion of this Lease shall be
reduced proportionally based on the part or parts of the Premises so
taken.  Landlord shall, within a reasonable time thereafter, repair
and restore the remaining portion of the Premises (exclusive of Alterations
performed by or on behalf of Tenant and any of Tenant’s property), should they
be affected, to the extent necessary to render the same tenantable for the uses
permitted under Section 7 of this Lease and shall repair or reconstruct the
remaining portion of the Building to the extent necessary to make the same a
complete structural unit; provided that Landlord shall not be required to expend
more than the net proceeds of the condemnation award which are paid to Landlord
in complying with its obligations hereunder and its similar obligations to other
tenants of other portions of the Building.

       

      All compensation awarded or paid upon a
total or partial taking of the Premises or the Building shall belong to and be
the property of Landlord without any participation by Tenant.  Nothing
herein shall be construed to preclude Tenant from prosecuting any claim directly
against the condemning authority for, and to receive therefrom, (i) any moving
expenses incurred by Tenant as a result of such condemnation; (ii) any costs
incurred or paid by Tenant in connection with any alterations or improvements
made by Tenant to the Premises in excess of any allowances disbursed by
Landlord; (iii) the value of any of Tenant’s property so taken; (iv) Tenant’s
loss of business income; and (v) any other separate claim which Tenant may
hereafter be permitted to make under applicable law; provided, however, that no
such claim shall diminish or adversely affect Landlord’s
award.

       

      
        
           


        

        
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      18.           HOLDING
OVER.  If Tenant remains in possession of the Premises after
expiration of the Lease Term, with Landlord’s acquiescence and without any
express agreement of the parties, Tenant shall be a tenant-at-sufferance at a
rental rate equal to one hundred fifty percent (150%) times the Base Rent in
effect at the end of this Lease plus all Expense Charges, additional rent and
other amounts due to Landlord under this Lease, and there shall be no renewal of
this Lease by operation of law.  The acceptance by Landlord of rent in
the event of a Tenant holdover shall not result in the renewal of this Lease and
shall in no way be deemed to constitute Landlord’s consent to such holdover by
Tenant.  Tenant acknowledges and agrees that it shall indemnify
Landlord against all claims for any and all damages incurred by reason of such
holding over, including, if such holdover continues for thirty (30) days or
more, any claims or losses attributable to other tenants (or the loss thereof)
to whom Landlord may have leased all or any part of the Premises following the
termination or expiration of this Lease.

       

      19.           RULES
AND REGULATIONS.  Tenant shall faithfully observe and comply with the
rules and regulations attached as Exhibit F
to this Lease and all modifications of and additions thereto of general
application from time to time put into effect by Landlord in
writing.  Landlord agrees to enforce the rules and regulations in a
non-discriminatory manner (unless special circumstances exist) and Landlord
shall not be responsible to Tenant for the nonperformance by any other tenant or
occupant of the Building of any of said rules and regulations.

       

      20.           DEFAULTS.  The
following shall constitute Events of Default hereunder:

       

      (a)           Failure
by the Tenant to pay Base Rent, Expense Charges, additional rent or other
monetary amounts due from Tenant under this Lease within seven (7) business days
after notice from Landlord that such payment is past due;

       

      (b)           Failure
by Tenant in the observance or performance of any of the other terms, covenants,
agreements or conditions contained herein or in the rules and regulations
incorporated herein, and Tenant shall not have cured such failure within thirty
(30) days after notice to the Tenant of such failure; or if such failure cannot
reasonably be cured within such thirty (30) day period, Tenant shall not have
commenced to cure within such thirty (30) day period and thereafter diligently
continued to effect such cure to completion.

       

      (c)           Filing
by Tenant or any guarantor or surety with respect to this Lease (a “Guarantor”)
of a voluntary petition in bankruptcy or a voluntary petition or answer seeking
reorganization, arrangement, readjustment of its debts or for any other relief
under the Federal Bankruptcy Code, as amended, or under any other insolvency act
or law, state or federal, now or hereafter existing, or any action by Tenant or
any Guarantor indicating its consent to, approval of or acquiescence in, any
such petition or proceeding; the application by Tenant or any Guarantor for or
the appointment by consent or acquiescence of a receiver or trustee of Tenant or
any Guarantor or for all or a substantial part of its property; the making by
Tenant or any Guarantor of any admission of its inability to pay its debts as
they mature;

       

      
        
           


        

        
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      (d)           Filing
of any involuntary petition against Tenant or any Guarantor in bankruptcy or
seeking reorganization, arrangement, readjustment of its debts or for any other
relief under the Federal Bankruptcy Code, as amended, or under any other
insolvency act or law, state or federal, now or hereafter existing, or the
involuntary appointment of a receiver or trustee of Tenant or any Guarantor or
for all or a substantial part of its property; or the issuance of attachment,
execution or other similar process against any substantial part of the property
of Tenant or any Guarantor; and the continuation of any of such filings or
proceedings for a period of thirty (30) days undismissed, unbonded or otherwise
undischarged;

       

      (e)           Insolvency
of Tenant or any Guarantor or the withdrawal or revocation of any guaranty or
suretyship agreement regarding this Lease;

       

      (f)           Failure
by Tenant to deliver to Landlord any requested estoppel certificate or
Subordination, Non-Disturbance and Attornment Agreement within the time periods
required by Section  31 and Section  14, respectively,
hereof;

       

      (g)           Tenant
shall do or permit to be done any act which results in a lien being filed
against the Premises, the Building or the Land, and such lien is not released or
otherwise bonded off by Tenant within ten (10) days after the date Tenant
actually learns of the filing thereof; or

       

      (h)           Tenant
assigns or sublets all or a portion of the Premises in contravention of the
provisions of Section  13 of this Lease.

       

      (i)           Breach
of the requirements of Section  7(b), 7(c), 7(d) or 7(e) and such
breach shall continue for five (5) business days after notice from Landlord to
Tenant.

       

      Upon the occurrence or existence of any
Event of Default, Landlord shall have the option, but not the obligation, to
exercise any or all of the following remedies, without notice or
demand:

       

      (1)           Terminate
this Lease, in which event Tenant shall immediately surrender the Premises to
Landlord, but if Tenant shall fail to do so, Landlord may, without further
notice and without prejudice to any other remedy Landlord may have for
possession or arrearage in rent or damages for breach of contract, enter upon
the Premises and expel or remove Tenant and its effects; and Tenant shall and
hereby agrees to indemnify, defend and hold and save Landlord harmless from and
against any and all loss, cost, damage, expense or liability (including, without
limitation, court costs and attorneys’ fees) ever suffered or incurred by
Landlord as a result of such termination of the Lease, whether through inability
to relet the Premises, or through a decrease in rent, or
otherwise.  Tenant acknowledges and agrees that such damages may
include, but shall not be limited to the unamortized costs expended by Landlord
in constructing improvements to the Premises as well as the unamortized
brokerage commissions paid by Landlord in connection with this
Lease.  This provision shall survive any termination of the
Lease.

       

      
        
           


        

        
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      (2)           With
or without terminating the Lease, enter the Premises as the agent of Tenant on
Tenant’s account and relet the Premises as the agent of Tenant, and receive the
rent therefor, and Tenant shall pay the Landlord any deficiency that may arise
by reason of such reletting, on demand at any time and from time to time at the
office of Landlord and Tenant shall reimburse Landlord upon demand for any
expenses incurred by Landlord to remodel or repair the Premises in order to
relet the Premises and for all other reasonable expenses incurred in connection
with such reletting.  Any such reletting shall be for the benefit of
Tenant and does not relieve Tenant of its obligations under this Lease whether
or not notice of the reletting is given to Tenant.  Landlord shall not
be liable for any failure to relet the Premises in whole or in part, nor for any
failure to collect any rent due from any such reletting; rather, Tenant shall
remain liable for all rent and for all such expenses. It is hereby agreed that
the above may be done without effecting a surrender of the
Premises;

       

      (3)           Refuse
to accept a surrender of the Premises in which event Landlord may allow the
Premises to remain idle and hold Tenant liable for rent, or, in the alternative,
Landlord may sue for breach of contract before the expiration of the Lease
Term;

       

      (4)           Commence
dispossessory proceedings with or without the termination of this
Lease;

       

      (5)           At
its option, declare the entire amount of Base Rental which would become due and
payable during the remainder of the Lease Term immediately due and
payable.  In such event, Tenant shall pay to Landlord the present
value (discounted at a rate of ten percent (10%) per annum) of the excess, if
any, of (i) the Base Rental to be paid by Tenant for the remainder of the Lease
Term over (ii) the aggregate reasonable fair market rental value of the Premises
during the remainder of the Lease Term taking into account the future market
conditions for the Premises and the probability of reletting the Premises for
all or part of the remaining Lease Term.  The payment of the foregoing
amounts shall not constitute payment of Base Rental in advance for the remainder
of the Lease Term.  Instead, such sums shall be paid as agreed
liquidated damages and not as a penalty, the parties hereby agreeing that it is
difficult or impossible to calculate the damages which Landlord will suffer as a
result of Tenant’s default and that this provision is intended to provide a
reasonable pre-estimate of such damages.  If Landlord exercises the
election set out in this subparagraph, Tenant hereby waives any right to assert
that Landlord’s actual damages are less than the amount calculated hereunder
and  Landlord waives any right to assert that Landlord’s actual
damages are greater than the amount calculated hereunder;

       

      (6)           Commence
proceedings against Tenant for all amounts owed by Tenant to Landlord, whether
as Base Rental, additional rent, damages or otherwise;

       

      (7)           Enter
upon and take possession of the Premises, without being liable for prosecution
of any claim for damages or for trespass or other tort;

       

      (8)           Do
or cause to be done whatever Tenant is obligated to do under the terms of this
Lease, in which case Tenant agrees to reimburse Landlord on demand for any and
all costs or expenses which Landlord may thereby incur.  Tenant agrees
that Landlord shall not be liable for any damages resulting to Tenant from
effecting compliance with Tenant’s obligations under this paragraph, whether
caused by the negligence of Landlord or otherwise; and

       

      
        
           


        

        
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      (9)           Enforce
the performance of Tenant’s obligations hereunder by injunction or other
equitable relief (which remedy may be exercised upon any breach or default or
any threatened breach or default of Tenant’s obligations
hereunder).

       

      The remedies provided for in this Lease
are in addition to any other remedies available to Landlord at law or in equity
by statute or otherwise.  All remedies provided in this Lease are
cumulative and may be exercised alternatively, successively or in any other
manner.  The exercise by Landlord of any one or more of the rights and
remedies provided in this Lease shall not prevent the subsequent exercise by
Landlord of any one or more of the other rights and remedies herein
provided.  Failure of Landlord to declare an event of default
immediately upon its occurrence, or delay in taking any action in connection
with an event of default, shall not constitute a waiver of the default, but
Landlord shall have the right to declare the default at any time and take such
action as is lawful or authorized under this Lease.  Tenant
acknowledges and agrees that Landlord shall have no duty to mitigate Landlord’s
damages resulting from a default by Tenant hereunder.  Tenant
acknowledges and agrees that the Premises are to be used for commercial purposes
only.  To the extent allowable by law, Tenant’s obligations to pay
Rental hereunder shall survive the expiration or earlier termination of this
Lease for a period of not more than five (5) years following such expiration or
termination.

       

      21.           LANDLORD’S
DEFAULT AND TENANT’S REMEDIES.  Landlord shall be in default if it
fails to perform any term, condition, covenant or obligation required under this
Lease for a period of thirty (30) days after written notice thereof from Tenant
to Landlord; provided, however, that if the term, condition, covenant or
obligation to be performed by Landlord is such that it cannot reasonably be
performed within thirty (30) days, such default shall be deemed to have been
cured if Landlord commences such performance within said thirty (30) day period
and thereafter diligently undertakes to complete the same.  Upon the
occurrence of any such default, Tenant may sue for injunctive relief or, subject
to the provisions of this Lease, to recover actual damages for any loss directly
resulting from the breach, but Tenant shall not be entitled to terminate this
Lease or withhold, offset or abate any sums due hereunder.  In
relation to the foregoing, Tenant acknowledges and agrees that in no event shall
Tenant be entitled to recover from Landlord any loss of business or any other
indirect or consequential damages which it might suffer or incur as the result
of a Landlord breach and this Lease shall be construed as though Landlord’s
covenants contained herein are independent and not dependent, and Tenant hereby
waives the benefit of any law or statute to the contrary.  All
obligations of Landlord under this Lease will be binding upon Landlord only
during the period of its ownership of the Premises and not
thereafter.  The term “Landlord” in this Lease shall mean only the
owner, for the time being of the Premises, and in the event of the transfer by
such owner of its interest in the Premises, such owner shall thereupon be
released and discharged from all obligations of Landlord thereafter accruing,
but such obligations shall be binding during the Lease Term upon each new owner
for the duration of such owner’s ownership.  Any liability of Landlord
under this Lease or arising out of the relationship between Landlord and Tenant
shall be limited solely to Landlord’s then equity interest in the Building, and
in no event shall any personal liability be asserted against Landlord in
connection with this Lease nor shall any recourse be had to any other property
or assets of Landlord.

       

      
        
           


        

        
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      22.           TENANT’S
PERSONALTY.  Tenant shall, on or before the expiration of the Lease
Term, surrender the Premises and the keys and mailbox keys thereto to Landlord,
together with alterations, additions, and improvements which may have been made
upon the Premises, free of subtenancies, subject, however, to the other
provisions hereof (including, without limitation, Section 8 and any agreements
entered into pursuant thereto).  All of Tenant’s personal property,
including, without limitation, but not limited to, its racking, furniture,
equipment and trade fixtures, shall be removed by Tenant on or before the
expiration of the Lease Term and any damage to the Premises caused by such
removal shall be repaired by Tenant at Tenant’s sole cost and expense, and all
property not so removed within ten (10) days after the expiration of the Lease
Term shall be deemed abandoned by Tenant.

       

      23.           SIGNS.  Subject
to compliance with all Laws and obtaining Landlord’s prior approval of the size,
location and graphics, which approval will not be unreasonably withheld or
delayed, Tenant shall have the right, at Tenant’s sole cost and expense, to
install, repair and maintain: (i) one (1), non-illuminated, ground sign at the
entrance to the parking area not to exceed 50 square feet, and (ii) one (1)
non-illuminated sign on each of the front side and the rear side of the exterior
façade of the Building not to exceed 25 square feet each and in a location
reasonably approved by Landlord.  Notwithstanding any other provision
contained herein to the contrary, all aspects of Tenant’s signage, including
size, location, design and manner of attachment, shall be subject to Landlord’s
prior approval.  The actual sign and its respective installation cost
shall be at the expense of the Tenant and shall conform to architectural
covenants, if any.  Tenant shall be responsible for any damage to the
Building occasioned by the installation or removal of any such
signs.  Tenant shall place no sign, if any, upon the roof of the
Premises or the Building, nor any part of the roof, including the flashing or
gutters of the Premises or the Building.  Tenant shall, on or before
the termination of this Lease, remove all of its signage from the Building and
the Property.  Furthermore, Tenant shall repair any damage to the
Building caused by its signage.  The provisions hereof shall survive
the expiration or earlier termination of this Lease of a period of not more than
two (2) years following such expiration or termination.

       

      24.           UTILITIES.

       

      (a)           The
Premises shall be separately metered for all utilities other than water and
sewer service, and Tenant shall promptly pay directly to the utility provider
all gas, electricity, fuel, telephone, light, heat, electric power and other
utility bills for the Premises, including any security deposits, hook-up fees,
installation fees, or other fees required in connection with such
services.  Except as expressly set forth below, the cost of water and
sewer service to the Building and the cost of maintaining meters, submeters and
checkmeters for utilities supplied to the Building shall be included as a
component of the Expense Charge as set forth in Section 4 hereof; provided,
however, that the cost of the initial installation of separate meters for any
such utilities shall be borne solely by Landlord and shall not be included as a
component of the Expense Charge.  Notwithstanding the foregoing,
Landlord reserves the right to have the Premises separately metered, at Tenant’s
cost, for both water and sewer service.  Furthermore, in the event
Landlord determines, in its reasonable discretion, that any tenant of the
Building is utilizing a disproportionate amount of water or sewer service in
comparison with other tenants of the Building, then, in such event, Landlord
shall have the right to separately assess each tenant of the Building for its
cost of water and sewer services based upon Landlord’s reasonable estimation of
their respective uses thereof.  In the event that Tenant fails to pay
any such utility bills when due, Landlord shall have the right, but not the
obligation, to pay such bills, and any amounts paid by Landlord shall be
reimbursed by Tenant to Landlord upon demand as additional rent
hereunder.  Landlord shall in no event be liable for any interruption
or failure of utility services to the Premises, but, if requested by Tenant,
shall use reasonable efforts to cooperate with Tenant in securing resumption of
said interrupted service.

       

      
        
           


        

        
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      (b)           Tenant
shall not exceed electrical capacity of 600 amps, 480 volts.  From
time to time during the Term of this Lease but not more than once per year
unless Landlord reasonably believes Tenant is exceeding its usage, Landlord
shall have the right to have an electrical consultant reasonably acceptable to
Tenant make a survey of Tenant’s electric usage.  In the event that
such survey shows that Tenant has exceeded the requirements set forth in this
paragraph (c), in addition to any other rights Landlord may have hereunder,
Tenant shall, within ten (10) days of written demand, reimburse Landlord for the
reasonable cost of such survey and the cost, as determined by such consultant,
of electricity usage in excess of such requirements as Additional
Rent.

       

      (c)           If
permitted by applicable Laws, Landlord shall have the right at any time and from
time to time during the Term of this Lease to determine the electricity and
other base building utility service providers (each a “Utility Service
Provider”) providing electricity and such other base building utility services
to the Property, including but not limited to the Premises.  Tenant
shall cooperate with Landlord and each Utility Service Provider at all times
and, as reasonably necessary, shall allow Landlord and each Utility Service
Provider reasonable access to the electric and other utility lines, feeders,
risers, wiring, pipes, conduits, valves, mains and any other utility equipment
within the Premises.  It is expressly agreed and understood that
Landlord shall in no event be liable to Tenant for any interruption or
suspension, or defect in the supply or character of the electricity or other
utility services furnished to the Premises, unless the same shall be caused by
the negligent acts or omissions of Landlord, its agents or
employees.  In exercising its rights set forth in this paragraph, the
Landlord will use commercially reasonable efforts to minimize any disruption to
Tenant’s business within the Premises.

       

      (d)           The
parties hereto shall comply with all mandatory energy conservation controls and
requirements that are imposed or instituted by Laws.  Any terms or
conditions of this Lease that conflict or interfere with compliance with such
controls or requirements shall be suspended for the duration of such controls or
requirements.  Compliance with such controls or requirements shall not
be considered an eviction, actual or constructive, of Tenant from the Premises
and shall not entitle Tenant to terminate this Lease or to an abatement of any
Rent payable hereunder.

       

      
        
           


        

        
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      25.           INSURANCE.

       

      (a)           Landlord
shall maintain a policy or policies of hazard and public liability insurance
insuring Landlord against loss with respect to the Building and the operation
thereof covering risks and in amounts not less than those required to be
maintained hereunder by Tenant and with regard to the property insurance
coverage for the Building, in an amount not less than 100% of the replacement
cost for the Building (exclusive of footings and foundations), subject to
commercially reasonable deductibles.  Tenant shall not permit the
Premises to be used in any way which would, in the opinion of Landlord, be extra
hazardous on account of fire or other hazard or casualty or which would
otherwise in any way increase the premiums for or render void any insurance
relating to the Building, the Premises or the contents thereof or any liability
of Landlord.  If Tenant’s use and occupancy of the Premises causes any
increase in any insurance premiums paid by Landlord with respect to the Building
or the Premises, or if Tenant abandons the Premises and thereby causes an
increase in such premiums, then Tenant shall pay to Landlord within ten (10)
days of written demand as additional rent the amount of such
increase.  Landlord shall not be obligated in any way or manner to
insure any personal property (including but not limited to any furniture,
machinery, equipment, goods or supplies) of Tenant or which Tenant may have upon
or within the Premises or any fixtures installed by or paid for by Tenant upon
or within the Premises or any approved improvements which Tenant may construct
on the Premises.

       

      (b)           Tenant
shall, at its sole expense, maintain at all times through nationally-recognized
insurance companies licensed and qualified to do and doing business in the
Commonwealth of Massachusetts (“Qualified Insurance Companies”) commercial
general liability insurance with respect to the Premises and the conduct or
operation of Tenant’s business therein, such insurance to be written on an
occurrence basis (not a claim made basis) naming Landlord and Landlord’s
mortgagee as additional insureds, with limits of not less than $3,000,000.00 for
death or bodily injury and property damage to any one or more persons in a
single occurrence with general aggregate limits of not less than $5,000,000.00
for each policy year.  Tenant shall also maintain, through Qualified
Insurance Companies, a policy or policies of insurance with the premiums paid in
advance on the “Causes of Loss – special form” (formerly “All-Risk”) or
equivalent form, insuring all personal property of Tenant upon or within the
Premises, and any Alterations which (i) Tenant may construct within the
Premises, or (ii) which are constructed by Landlord at Tenant's cost within the
Premises, in an amount equal to the full replacement cost of such
property.  Further, Tenant shall maintain through Qualified Insurance
Companies, a policy or policies of insurance on the “All-Risk” or equivalent
form against business interruption by reason of any damage to the Premises or
any service interruptions in an amount equal to the Base Rental for at least
twelve (12) months following the occurrence of such events.  Tenant
shall deliver certificates of such insurance to Landlord on or before the
commencement of the Lease Term, and thereafter within ten (10) days following
written request from Landlord.

       

      (c)           Tenant
at its sole expense shall procure and maintain during the Lease Term workers’
compensation insurance as required by law and employer’s liability insurance
with the following limits:  Bodily injury by disease per person
$1,000,000.00; Bodily injury by accident policy limit $1,000,000.00; Bodily
injury by disease policy limit $1,000,000.00.

       

      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      (d)           All
policies of insurance obtained by Tenant shall name Landlord, Landlord’s
property manager, The Prudential Insurance Company of America, and Landlord’s
mortgagee(s) as additional insureds and such other parties as may be reasonably
requested by Landlord as additional insureds, all as their respective interests
may appear and shall specifically insure Tenant’s performance of the indemnity
agreements contained in Section 12 of this Lease.  Tenant shall, upon
a request from Landlord made not more frequently than once per Lease Year,
adjust the amount of coverages established in this Section 25 to such amounts as
in Landlord’s reasonable opinion, adequately protects Landlord’s interest and
which coverage amounts are generally consistent with insurance requirements for
occupants of comparable industrial buildings in the Route 495 west
market.  Each such policy shall expressly provide that the policy
shall not be canceled or altered in such manner as to adversely affect the
coverage of Landlord ordered under this Lease without thirty (30) days prior
written notice to Landlord and Landlord’s mortgagee, provided that with respect
to a cancellation due to Tenant’s non-payment of premiums, only ten (10) days
prior written notice to Landlord and Landlord’s mortgagee shall be
required.  In the event that Tenant shall fail to insure as required
herein or shall fail to furnish to Landlord a certificate of such insurance as
herein required, in each case within five (5) business days following written
notice from Landlord, Landlord may at any time and from time to time obtain such
insurance for the benefit of Tenant or Landlord or both of them for a period not
exceeding one (1) year, and any premium paid by Landlord shall be recoverable
from Tenant on demand as additional rent hereunder; provided, however,
Landlord’s right under this provision shall not be construed as a requirement
upon the Landlord to furnish any such insurance.

       

      (e)           Tenant
agrees to use and occupy the Premises and to use such other portions of the
Property as Tenant is herein given the right to use at Tenant’s own
risk.  Landlord shall not be liable to Tenant, its employees, agents,
invitees or contractors for any damage, injury, loss, compensation, or claim
(including, but not limited to, claims for the interruption of or loss to
Tenant’s business) based on, arising out of or resulting from any cause
whatsoever, including, but not limited to, repairs to any portion of
the  Premises or the Property, any fire, robbery, theft, mysterious
disappearance and/or any other crime or casualty, the actions of any other
tenants of the Building or of any other person or persons, or any leakage in any
part or portion of the Premises or the Building, or from water, rain or snow
that may leak into, or flow from any part of the Premises or the Building, or
from drains, pipes or plumbing fixtures in the Building, unless due to the gross
negligence or willful misconduct of Landlord or Landlord’s agents, contractors
or employees.  Any goods, property or personal effects stored or
placed in or about the Premises shall be at the sole risk of Tenant, and neither
Landlord nor Landlord’s insurers shall in any manner be held responsible
therefor.  Landlord shall not be responsible or liable to Tenant, or
to those claiming by, through or under Tenant, for any loss or damage that may
be occasioned by or through the acts or omissions of persons occupying adjoining
premises or any part of the premises adjacent to or connecting with the Premises
or any part of the Property or otherwise.  Notwithstanding the
foregoing, Landlord shall not be released from liability for any injury, loss,
damages or liability to the extent arising from any gross negligence or willful
misconduct of Landlord, its servants, employees or agents acting within the
scope of their authority on or about the Premises; provided, however, that in no
event shall Landlord, its servants, employees or agents have any liability to
Tenant based on any loss with respect to or interruption in the operation of
Tenant’s business.

       

      (f)           Notwithstanding
anything herein to the contrary, Landlord and Tenant each hereby waives any and
all rights of recovery, claim, action, or cause of action against the other, its
agents, employees, licensees, or invitees for any loss or damage to or at the
Premises or the Property or any personal property of such party therein or
thereon by reason of fire, the elements, or any other cause which would be
insured against under the terms of (i) fire and extended coverage (also known as
special form or “all risk”) insurance required to be carried by such party under
this Lease or (ii) the liability insurance referred to in this Section 20, to
the extent of such insurance, regardless of cause or origin, including omission
of the other party hereto, its agents, employees, licensees, or
invitees.  Landlord and Tenant covenant that no insurer shall hold any
right of subrogation against either of such parties with respect
thereto.  This waiver shall be ineffective against any insurer of
Landlord or Tenant to the extent that such waiver is prohibited by the laws and
insurance regulations of the Commonwealth of Massachusetts.  The
parties hereto agree that any and all such insurance policies required to be
carried by either shall be endorsed with a subrogation clause, substantially as
follows:  “This
insurance shall not be invalidated should the insured waive, in writing prior to
a loss, any and all right of recovery against any party for loss occurring to
the Project described therein,” and shall provide that such party’s
insurer waives any right of recovery against the other party in connection with
any such loss or damage.

       

      
        
           


        

        
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      26.           ATTORNEY’S
FEES.  If, as a result of any breach or default in the performance of
any of the provisions of this Lease, Landlord or Tenant, as the case may be,
uses the services of any attorney in order to secure compliance with such
provisions or recover damages therefor, or to terminate this Lease or evict
Tenant, the defaulting party shall reimburse the other party hereto within ten
(10) days of demand for any and all reasonable and customary attorney’s fees and
expenses so incurred.

       

      27.           WAIVER
OF HOMESTEAD.  Tenant waives all homestead rights and exemptions which
it may have under any law as against any obligation owing under this
Lease.  Tenant hereby assigns to Landlord its homestead and
exemption.

       

      28.           NOTICES.  All
notices and demands permitted or required to be given by either party to the
other hereunder shall be in writing and shall be delivered either by personal
delivery, by overnight air courier or by certified or registered mail, return
receipt requested and addressed to each party at its address set forth below as
follows:

       

      (a)           to
Tenant at the address below, or to such other place as Tenant may from time to
time designate in a notice to Tenant:

       

      Triumph
Learning, LLC

      136
Madison Avenue, Suite #7

      New York,
NY  10016

      Attention:  Brian
Gurley

      


      With a
copy by the same method to:

      


      DLA Piper
LLP (US)

      2525 East
Camelback Road

      Esplanade
II

      Suite
1000

      Phoenix,
AZ  85016-4232

      Attention:  David
Lewis, Esq.

       

      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      (b)           to
Landlord at the address below, or to such other place as Landlord may from time
to time designate in a notice to Tenant:

       

      c/o
Condyne, Inc.

      Two Adams
Place, Ste. 100

      Quincy,
MA 02169

      Attention:  Jeffrey
O’Neill

      


      With a
copy by the same method to:

      c/o The
Prudential Insurance Company of America

      8 Campus
Drive, 4th Floor

      Parsippany,
NJ  07054

      Attention:  Joan
Hayden, Esq.

      


      With a
copy by the same method to:

      Goodwin
Procter, LLP

      Exchange
Place

      53 State
Street

      Boston,
MA 02109

      Attention:  Minta
Kay, Esq.

       

      Any such notice, demand or other
communication shall be considered duly given and to have become effective (i)
upon receipt if delivered in person, (ii) one day after having been delivered to
an air courier for overnight delivery or (iii) three days after having been
deposited in the mail as certified or registered mail, return receipt requested
and all fees paid.  Rejection or other refusal to accept or inability
to deliver because of changed address of which no notice was given shall be
deemed to be receipt of any notice or demand.

       

      29.           NO
ESTATE.  This Lease shall create the relationship of landlord and
tenant between Landlord and Tenant; no estate shall pass out of Landlord; and
Tenant shall have only a usufruct which is not subject to levy and
sale.

       

      30.           BINDING
EFFECT.  The provisions of this Lease shall bind and inure to the
benefit of Landlord and Tenant, and their respective successors, heirs, legal
representatives and permitted assigns.  Tenant shall be bound to any
successors or assigns of Landlord for all the terms, covenants and conditions
hereof and shall execute any reasonable attornment agreement not in conflict
herewith at the request of any such party or Landlord.  In the event
the original Landlord hereunder, or any successor owner of the Building, shall
sell or convey the Building, all liabilities and obligations on the part of the
original Landlord, or such successor owner, under this Lease accruing thereafter
shall terminate, and thereupon all such liabilities and obligations shall be
binding upon the new owner.  Tenant agrees to attorn to such new
owner.

       

      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      31.           ESTOPPEL
CERTIFICATE.  At either party’s request, the other party shall, from
time to time, and upon ten (10) business days prior written request by such
party, execute, acknowledge and deliver, in recordable form, to such party or as
such party may direct or to a Holder, purchaser or other interested party, as
the case may be, a written statement certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications that the Lease
is in full force and effect as modified and stating the modifications), the date
of commencement of this Lease, the dates to which Base Rental, additional rental
and other charges have been paid, that Tenant is in possession of the Premises
paying the full Lease rental, that no rental payments have been made in advance
except as stated in the Lease, and whether, to the best knowledge of such party,
the other party is in default hereunder (and if so, specifying the nature of the
default and the steps, if any, being taken to cure same), and such other matters
as may be reasonably required by such party, or any person dealing with such
party with respect to such party’s interest in the Premises. No cure or grace
period provided in this Lease shall apply to such party’s obligation to timely
deliver an estoppel certificate.  Further, if Tenant fails to execute
and deliver the estoppel certificate within such ten (10) business day period,
Landlord may send Tenant a second request and if Tenant fails to execute and
deliver the estoppel certificate within five (5) business days following such
second request, then Tenant shall be deemed to conclusively agree with the
statements contained in such estoppel certificate that (i) the Lease as the same
may have been amended, is in full force and effect; (ii) the Term has commenced
and the full amount of the Rent then accruing hereunder; (iii) the dates to
which the Rent has been paid; (iv) Tenant has accepted possession of the
Premises and that any improvements required by the terms of this Lease to be
made by Landlord have been completed to the satisfaction of Tenant; (v) the
amount, if any, that Tenant has paid to Landlord as a Security Deposit; (vi) no
Rent under this Lease has been paid more than thirty (30) days in advance of its
due date; (vii) Tenant has no charge, lien, or claim of offset under this Lease
or otherwise against Rent or other charges due or to become due hereunder; and
(viii) Tenant is not in default under the Lease and, to the knowledge of Tenant,
Landlord is not then in default under the Lease.

       

      32.           FINANCIAL
REPORTS.  If requested by Landlord in writing in connection with a
proposed sale or refinancing, Tenant shall deliver to Landlord, subject to the
terms of a confidentiality agreement reasonably satisfactory to Tenant, Landlord
and the proposed mortgagee or transferee, as applicable, a copy of the most
recent year-end income statement and balance sheet for the Tenant and each
guarantor of this Lease.  Such financial statements shall be prepared
in accordance with generally accepted accounting principles applied on a
consistent basis.  Furthermore, in the event audited financial
statements are available, Tenant shall provide copies of all such audited
financial statements.

       

      33.           APPLICATION
OF TENANT’S PAYMENTS.  Landlord may accept any and all payments by or
for the account of Tenant, without prejudice to the claims of Landlord; and
Landlord may apply the same to or for the account of Tenant in such manner,
order or priority as Landlord may determine in Landlord’s sole discretion,
notwithstanding any designation by Tenant of application to the
contrary.

       

      34.           INTENTIONALLY
OMITTED.

       

      35.           NO
BROKER CLAIMS.  Tenant hereby warrants and represents to Landlord that
Tenant has not dealt with any broker, agent or finder in connection with this
Lease other than CB Richard Ellis (“Broker”), whose fee and commission shall be
paid by and shall be the sole responsibility of Landlord pursuant to a separate
written agreement between Landlord and Broker, and Tenant covenants and agrees
to indemnify and hold Landlord harmless from and against any and all loss,
liability, damage, claim, judgment, cost or expense (including but not limited
to attorney fees and expenses and court costs) that may be incurred or suffered
by Landlord because of any claim for any fee, commission or similar compensation
with respect to this Lease, made by any broker, agent or finder other than
Broker claiming to have dealt with Tenant, whether or not such claim is
meritorious.

       

      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      36.           CORPORATE
AND PARTNERSHIP AUTHORITY.  If Tenant executes this Agreement as a
corporation or partnership, each of the persons executing this Lease on behalf
of Tenant does hereby personally represent that Tenant is a duly organized and
validly existing corporation or partnership, as the case may be, that Tenant is
qualified to do business in the Commonwealth of Massachusetts, that Tenant has
full right, power and authority to enter into this Lease, and that each person
signing on behalf of Tenant is authorized to do so.  In the event any
such representation or warranty is false, all persons who execute this Lease
will be individually liable as Tenant.

       

      37.           LIMITATION
OF LIABILITY.  Tenant agrees to look solely to Landlord’s equity
interest in the Building for the recovery of any monetary judgment against
Landlord.  Accordingly, Landlord’s obligations and liability with
respect to this Lease shall be limited solely to Landlord’s then equity interest
in the Building, as such interest is constituted from time to time, and neither
Landlord nor any officer, employee, director, shareholder, or partner of
Landlord, or of any partner of Landlord, shall have any personal liability
whatsoever with respect to this Lease.

       

      38.           ERISA.  To
induce Landlord to enter into the Lease, and in order to enable The Prudential
Insurance Company of America (“Prudential”) to satisfy its compliance with the
Employee Retirement Income Security Act of 1974, as amended, Tenant represents
and warrants to Landlord and Prudential that:  (i) neither Tenant nor
any of its affiliates (within the meaning of Part V(c) of Prohibited Transaction
Exemption 84-14 granted by the U.S. Department of Labor (“PTE 84-14”)) has, or
during the immediately preceding year has exercised, the authority to appoint or
terminate Prudential as investment manager of any assets of the employee benefit
plan whose assets are held by Prudential or to negotiate the terms of any
management agreement with Prudential on behalf of any such plan; (ii) the
transaction evidenced by this Lease is not specifically excluded by Part I(b) of
PTE 84-14; (iii) the undersigned is not a related party of Prudential (as
defined in V(h) of PTE 84-14); and (iv) the terms of the Lease have been
negotiated and determined at arm’s length, as such terms would be negotiated and
determined by unrelated parties.  Tenant’s breach of any
representation or covenant set forth in this Section shall constitute a breach
of this Lease by Tenant, entitling Landlord to any and all remedies hereunder,
or at law or in equity.  Tenant acknowledges and agrees that as a
condition to the requirement or effectiveness of any consent to assignment by
Landlord pursuant to Section 6.1, Tenant shall cause the transferee to reaffirm,
on behalf of such transferee, the representations set forth in this Section
18.1, and it shall be reasonable for Landlord to refuse to consent to an
assignment or sublease of this Lease in the absence of such
reaffirmation.

       

      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      39.           MISCELLANEOUS.

       

      (a)           Tenant
represents and warrants that it is duly formed and in good standing and has full
corporate or partnership power and authority, as the case may be, to enter into
this Lease, and has taken all corporate or partnership action, as the case may
be, necessary to carry out the transaction contemplated herein, so that when
executed, this Lease constitutes a valid and binding obligation enforceable in
accordance with its terms.  Tenant hereby represents and warrants
that, to its knowledge, neither Tenant, nor any persons or entities holding any
legal or beneficial interest whatsoever in Tenant, are (i) the target of any
sanctions program that is established by Executive Order of the President or
published by the Office of Foreign Assets Control, U.S. Department of the
Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the
Trading with the Enemy Act, 50 U.S.C. App.  § 5, the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law
107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the
President issued pursuant to such statutes; or (iii) named on the following list
that is published by OFAC: “List of Specially Designated Nationals and Blocked
Persons.” If the foregoing representation is untrue at any time during the Term,
a default under the Lease will be deemed to have occurred, without the necessity
of notice to Tenant.

       

      (b)           The
words “Landlord” and “Tenant” as used herein shall include the plural as well as
the singular.  Words used in masculine gender include the feminine and
neuter and words used in the neuter include the masculine and
feminine.  If there be more than one Tenant, the obligation hereunder
imposed upon Tenant shall be joint and several.

       

      (c)           The
paragraph headings of this Lease are for reference convenience only, and are not
a part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof.

       

      (d)           Time
is of the essence of this Lease and each and all of its provisions.

       

      (e)           Submission
of this instrument for examination or signature by Tenant does not constitute a
reservation of or option to lease, and it is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant.

       

      (f)           The
terms, covenants, agreements and conditions herein contained, shall, subject to
the provision as to assignment and subletting, apply to and bind the heirs,
successors, executors, administrators, permitted assigns and permitted
subtenants of the parties hereto, unless otherwise provided herein.

       

      (g)           All
amounts of money payable by Tenant to Landlord hereunder, if not paid within ten
(10) days of when due, shall bear interest from that date which is ten (10) days
from their due date until paid at the lesser of (i) the rate of twelve percent
(12%) per annum, or (ii) the highest legal rate not prohibited under
Massachusetts law.  The foregoing late interest charge shall be in
addition to the late payment charge provided for under Section  5 of
this Lease

       

      (h)           This
Lease is made and entered into in the Commonwealth of Massachusetts, related to
premises located and duties to be performed in the Commonwealth of
Massachusetts, and shall, in all respects, be interpreted, enforced, governed
and construed in accordance with the laws of the Commonwealth of
Massachusetts.

       

      (i)           This
Lease represents the entire understanding and agreement between the parties
relating to the subject matter hereof and supersedes all prior negotiations and
agreements relative thereto.  The language in all parts of this Lease
shall in all cases be construed as a whole according to its fair meaning and not
strictly for or against either Landlord or Tenant.

       

      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      (j)           This
Lease may be executed in counterparts, each of which, when fully executed, shall
be deemed an original, and all of which shall be but one Agreement.

       

      (k)           If
any term, covenant or condition of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such term, covenant or condition
to any other person or circumstance, shall not be affected thereby and each
term, covenant or condition of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

       

      (l)           No
failure or delay of Landlord to exercise any right or power given it herein, or
to insist upon strict compliance by Tenant of any obligation imposed upon it
herein, and no course of dealing or custom or practice of either party hereto at
variance with any term hereof shall constitute a waiver or a modification of the
terms hereof by Landlord or its right to demand strict compliance with the terms
hereof by Tenant.

       

      (m)           In
no event shall this Lease Agreement be recorded in the public
records.  At either party’s request, Landlord and Tenant will execute,
acknowledge and deliver a Notice of Lease in recordable form and each party
shall be responsible (at its own cost and expense) to provide any additional
documentation of authority as is necessary to record any such documents with the
appropriate Registry of Deeds.  Such notice shall only contain the
information required by law for recording.

       

      (n)           The
Work Agreement regarding Landlord’s and Tenant’s obligations in connection with
construction and finish work in the Premises is attached hereto as Exhibit
D and incorporated herein by this reference.

       

      (o)           The
parties acknowledge that each party and its counsel have reviewed and approved
this Lease and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Lease or any amendments or exhibits
hereto.

       

      40.           WAIVER
OF JURY TRIAL.  TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY
OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS
LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.

       

      41.           INTENTIONALLY
OMITTED.

       

      42.           SECURITY
SERVICE.  Tenant acknowledges and agrees that, while Landlord may (but
shall not be obligated to) patrol the Project, Landlord is not providing any
security services with respect to the Premises and that Landlord shall not be
liable to Tenant for, and Tenant waives any claim against Landlord with respect
to, any loss by theft or any other damage suffered or incurred by Tenant in
connection with any unauthorized entry into the Premises or any other breach of
security with respect to the Premises.

       

      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      43.           FORCE
MAJEURE.  Notwithstanding any other provision of this Lease, when a
period of time is herein prescribed for any action to be taken by either party,
such party shall not be liable or responsible for, and there shall be excluded
from the computation for any such period of time any delays due to strikes,
lockouts, labor disputes, riots, acts of God, delay in issuance of permits,
enemy or hostile governmental action, civil commotion, fire or other casualty,
shortages of labor or materials, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever which are beyond the
reasonable control of such party; provided, however, in no event shall such
acts, events or other causes act to excuse any delay in the payment of sums of
money due hereunder.

       

      
        
           


        

        
          39

          
            

          

        

        
           


        

      

       

      IN WITNESS WHEREOF, the parties have
executed this Lease the day and year first above written.

       

      
        
          
            
              	 
      	
                      LANDLORD:

                    
	 
      	 
      
	 
      	
                      PR LITTLETON EXPANSION,
      LLC, a Delaware limited liability company

                    
	 
      	 
      
	 
      	
                      By:

                    	
                       /s/ Jeffrey C.
  O’Neill

                    
	 
      	 
      	
                      Name:

                    	
                      Jeffrey C. O’Neill

                    
	 
      	 
      	
                      Title:

                    	
                      Managing Member

                    
	 
      	 
      
	 
      	
                      TENANT:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      TRIUMPH LEARNING LLC, a
      Delaware limited liability company

                    
	 
      	 
      
	 
      	
                      By:

                    	
                       /s/ Brian Gurley

                    
	 
      	 
      	
                      Name:

                    	
                      Brian Gurley

                    
	 
      	 
      	
                      Title:

                    	
                      CFO/COO

                    


            

          

        

      

       

      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      LIST OF
EXHIBITS

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Exhibit A

                              	 
      	
                                Building
      Plan Showing the Premises

                              
	 
      	 
      	 
      
	
                                Exhibit B

                              	 
      	
                                Legal
      Description of Land containing Building

                              
	 
      	 
      	 
      
	
                                Exhibit C

                              	 
      	
                                Commencement
      Date Letter

                              
	 
      	 
      	 
      
	
                                Exhibit D

                              	 
      	
                                Work
      Agreement

                              
	 
      	 
      	 
      
	
                                Schedule D-1

                              	 
      	
                                Specifications
      for Landlord’s Work

                              
	 
      	 
      	 
      
	
                                Schedule D-2

                              	 
      	
                                Approved
      Plans for Landlord’s Work

                              
	 
      	 
      	 
      
	
                                Exhibit E

                              	 
      	
                                Base
      Rent Schedule

                              
	 
      	 
      	 
      
	
                                Exhibit F

                              	 
      	
                                Rules
      and Regulations

                              
	 
      	 
      	 
      
	
                                Exhibit G

                              	 
      	
                                Letter
      of Credit

                              
	 
      	 
      	 
      
	
                                Exhibit H

                              	 
      	
                                Form
      of Current Lender SNDA

                              
	 
      	 
      	 
      
	
                                Exhibit I

                              	 
      	
                                Tenant
      Approved Plans

                              
	 
      	 
      	 
      
	
                                Rider No. 1

                              	 
      	
                                Right
      of First Refusal; Right of First Offer

                              
	 
      	 
      	 
      
	
                                Rider No. 2

                              	 
      	
                                Extension
      Option

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          41

          
            

          

        

        
           


        

      



    

      EXHIBIT
A

      


      BUILDING
PLAN SHOWING THE PREMISES


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      LEGAL
DESCRIPTION


      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      Commencement
Date Letter

      


      ___________________,
200__

      [Name of
Contact]

      [Name of
Tenant]

      [Address
of Tenant]

      


      RE:       [Name of Tenant],[Premises Rentable
Area and Floor], [Address of Building]

      


      Dear
[Name of
Contact]:

      


      Reference
is made to that certain Lease, dated as of _________________, 200_, between
[__________________________], as Landlord, and ______________, as Tenant, with
respect to the Premises.  In accordance with Section ___ of the Lease,
this is to confirm that the Commencement Date of the Term of the Lease is hereby
established as ______________, the Rent Commencement Date is established as
______________, and that the initial Term of the Lease shall expire on
________________.

       

      If the
foregoing is in accordance with your understanding, kindly execute the enclosed
duplicate of this letter, and return the same to us.

       

      
        
          
            
              
                
                  	 
      	
                          Very
      truly yours,

                        
	 
      	 
      
	 
      	
                          [Landlord]

                        
	 	 
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        	 
      
	 
      	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      

         

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Accepted
      and Agreed:

                                  
	 
      
	
                                    [Tenant]

                                  
	 
      
	
                                    By:

                                  	 	 
      
	 	 	 
	

                                    Name
      & Title: 

                                  	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
D

      


      WORK
AGREEMENT

      (Landlord’s
Work)


      


      1.           Landlord’s
Work.  Landlord shall construct and, except as provided below
to the contrary, pay for the entire cost of constructing the leasehold
improvements (“Landlord’s Work”) described in the
specifications identified in Schedule D-1 attached
hereto (the "Specifications").  Landlord shall prepare construction
drawings for the Landlord’s Work and submit to Tenant for Tenant’s approval, not
to be unreasonably withheld, conditioned or delayed and such consent shall not
be withheld so long as (and to the extent that) the construction drawings are
consistent with the Specifications.  Tenant shall respond in writing
to Landlord’s submission within five (5) business days and if Tenant fails to
respond the construction drawings will be deemed approval.  Upon
approval (or deemed approval) of the construction drawings by  Tenant,
such plans will be attached to this Lease as Schedule D-2 and such
construction drawings will constitute the “Approved Plans.”  Tenant
may request changes to the Approved Plans, subject to Landlord’s prior approval
thereof, which shall not be unreasonably withheld, provided that (a) the changes
shall meet or exceed Landlord's standard specifications for tenant improvements
for the Building; (b) the changes conform to applicable Laws and necessary
governmental permits and approvals can be secured; (c) the changes do not
require building service beyond the levels normally provided to other tenants in
the Building unless Tenant agrees to be responsible for the payment of such
additional building services; (d) the changes do not have any adverse affect on
the structural integrity or systems of the Building; and (e) the changes will
not, in Landlord's reasonable opinion, unreasonably delay Landlord’s Work,
unless Tenant agrees to compensate Landlord on a day-for-day basis for any such
delay.  If Landlord approves a change requested by Tenant, Landlord
will provide Tenant with Landlord’s contractor’s estimate of the cost of such
changes and Tenant shall pay the actual third-party costs attributable to such
change upon receipt of invoice therefor.  To the extent any such
change results in a delay of Landlord’s Work, then such delay shall constitute a
Tenant Delay.

      


      2.           Performance of Landlord’s
Work.  Promptly after approval of the Approved Plans and
receipt of all necessary permits and approvals for the construction of
Landlord’s Work, Landlord shall commence and exercise all reasonable efforts to
complete Landlord’s Work within sixty (60) days following receipt of all such
permits and approvals, subject to Tenant Delays and events of force
majeure.  On or before the commencement of Landlord’s Work, Landlord
shall furnish Tenant with a construction schedule letter setting forth the
projected completion dates therefor and showing the deadlines for any actions
required to be taken by Tenant during such construction, and Landlord may from
time to time during construction of Landlord’s Work modify such
schedule.  Landlord’s Work shall be performed in a good and
workmanlike manner, using building standard materials (unless otherwise
specified in the Approved Plans or the Specifications) and in compliance with
all applicable laws, ordinances, rules and regulations.


      
        
           


        

        
          D-1

          
            

          

        

        
           


        

      


      3.           Substantial
Completion.

      


      (a)           The
Landlord’s Work shall be deemed substantially complete on the first day as of
which Landlord’s Work has been completed and Landlord has received a permanent
or temporary certificate of occupancy (provided that in the event Landlord
obtains a temporary certificate of occupancy, Landlord shall satisfy all
conditions required to obtain a permanent certificate of occupancy as promptly
as reasonably possible), except for (a) items of work (and, if applicable,
adjustment of equipment and fixtures) which can be completed after occupancy has
been taken without causing undue interference with Tenant’s use of the Premises
(i.e. so-called “punch list” items), and (b) items which, in accordance with
good construction practice, should be performed after the performance of any
tenant improvement work to be performed by Tenant (such date is hereinafter
called the “Substantial
Completion Date”); provided, however, that if substantial completion of
Landlord’s Work is delayed as a result of any Tenant Delays described in
Section 5 below of this Exhibit D, then the
Substantial Completion Date shall be the date that Landlord’s Work would have
been substantially completed but for such Tenant Delays.  Subject to
Tenant Delays and Force Majeure, Landlord will exercise commercially reasonable
efforts to complete the “punch list” items as soon as conditions reasonably
permit, and Tenant shall afford Landlord access to the Premises for such
purposes.  Landlord and Tenant shall, within three (3) days following
the date Landlord informs Tenant that the Landlord’s Work is substantially
complete, jointly inspect the Premises and agree upon the punch
list.  As of the date of this Lease, the estimated Substantial
Completion Date is on or before July 1, 2009.

      


      (b)           Notwithstanding
the foregoing, (x) if the Landlord’s Work is not Substantially Complete by
September 1, 2009, as extended on account of Force Majeure or Tenant Delay
(“First Outside Date”), then Tenant shall be entitled to a one-day Base Rent
credit against the Base Rent due under this Lease for each day after the First
Outside Date until the earlier of (i) the date on which the Landlord’s Work is
Substantially Complete, or (ii) November 1, 2009, as extended on account of
Force Majeure or Tenant Delay (“Final Outside Date”); and (y) if the Landlord’s
Work is not Substantially Complete by the Final Outside Date, then Tenant shall
have the option to terminate this Lease by delivering written notice to Landlord
of such termination by the earlier of (i) the Business Day immediately preceding
the date on which the Landlord’s Work is Substantially Complete, or (ii) the
date which is thirty (30) days after the Final Outside Date; provided, however,
that if Tenant is entitled to terminate this Lease after the Final Outside Date
but elects not to do so, then no further rent abatements will accrue from and
after such Final Outside Date.

      


      4.           Condition; Landlord’s
Performance.  Tenant shall give
Landlord notice, not later than two
calendar months after the Commencement Date, of any respects in which Landlord
has not performed Landlord’s Work fully, properly and in accordance with the
terms of this Lease (or, with respect to any punch list items, within two
calendar months following completion thereof); provided, however, Tenant shall
have until December 1, 2009 to notify Landlord of any problems with the
heating component of any HVAC system that was installed as part of Landlord’s
Work.  Except as identified in any such notice from Tenant to
Landlord, Tenant shall have no right to make any claim that Landlord has failed
to perform any of Landlord’s Work fully, properly and in accordance with the
terms of this Lease or to require Landlord to perform any further Landlord’s
Work.  Except for Landlord’s Work and except as expressly set forth in
this Lease, the Premises are being leased in their present condition, AS IS,
WITHOUT REPRESENTATION OR WARRANTY by Landlord.  Tenant acknowledges
that it has inspected the Premises and the common areas of the Project and has
found the same satisfactory.


      
        
           


        

        
          D-2

          
            

          

        

        
           


        

      


      5.           Tenant
Delays.  For purposes of this Exhibit D, "Tenant Delays" shall mean any
actual delay in the completion of Landlord’s Work resulting from any or all of
the following:  (a) Tenant's failure to timely perform any of its
obligations pursuant to this Exhibit D, including
any failure to complete, on or before the due date therefor, any action item
which is Tenant's responsibility pursuant to the work schedule or any schedule
delivered by Landlord to Tenant pursuant to this Exhibit D; (b)
Tenant's changes to the Approved Plans; (c) Tenant's request for materials,
finishes, or installations which are not readily available or which are
incompatible with the Building standards; (d) any delay of Tenant in making
payment to Landlord for any costs for Tenant’s changes to the Approved Plans, as
provided in Section 1 above; or (e) any other act or failure to act by Tenant,
Tenant's employees, agents, architects, independent contractors, consultants
and/or any other person performing or required to perform services on behalf of
Tenant which interferes with Landlord’s performance of Landlord’s Work. If, as a
result of Tenant Delay, the Substantial Completion Date is delayed in the
aggregate for more than one hundred eighty (180) days, Landlord may (but shall
not be required to) at any time thereafter terminate this Lease by giving
written notice of such termination to Tenant and thereupon this Lease shall
terminate without further liability or obligation on the part of either party,
except that Tenant shall pay to Landlord the cost theretofore incurred by
Landlord in performing Landlord’s Work, plus an amount equal to Landlord’s
out-of-pocket expenses incurred in connection with this Lease, including,
without limitation, brokerage and legal fees, together with any amount of Base
Rent. Expense Charges or additional rent required to be paid from the
Substantial Completion Date as determined in accordance with Section 3
above through the
effective termination date.

      


      6.           Moving
Allowance.  Within ten (10) business days following Tenant’s
submission to Landlord of paid invoices or other commercially reasonable
supporting documentation evidencing direct moving costs that Tenant has incurred
in connection with its move into the Premises (including, without limitation,
the cost of installing racking in the Premises), Landlord shall pay to Tenant
the aggregate sum of $150,000 to reimburse Tenant for such
costs.


      
        
           


        

        
          D-3

          
            

          

        

        
           


        

      


      SCHEDULE
D-1

      SPECIFICATIONS
FOR LANDLORD’S WORK

      


      Triumph
Learning

      Littleton,
MA

       

      DIVISION
1 – GENERAL REQUIREMENTS

      
        	
                 
      

              	
                a.

              	
                Provide
      project related reproductions, overnights, &
  postage.

              


      

      
        	
                 
      

              	
                b.

              	
                Provide
      temporary facilities for use by our work
force.

              


      

      
        	
                 
      

              	
                c.

              	
                Provide
      field engineering & layout.

              


      

      
        	
                 
      

              	
                d.

              	
                Provide
      temporary daily labor & final clean
up.

              


      

      
        	
                 
      

              	
                e.

              	
                Provide
      signage for project.

              


      

      
        	
                 
      

              	
                f.

              	
                Provide
      waste removal for construction
debris.

              


      

      
        	
                 
      

              	
                g.

              	
                Provide
      a temporary phone line & fax machine for
  project.

              


      

      
        	
                 
      

              	
                h.

              	
                Provide
      equipment rental & small tools as
required.

              


      

      
        	
                 
      

              	
                i.

              	
                Obtain
      & pay for the Construction Building Permit only for the base building
      improvements

              


      

      
        	
                 
      

              	
                j.

              	
                Utility
      costs are included by the Landlord during construction up to substantial
      completion.

              


      

      


      DIVISION
2 –SITE WORK/DEMOLITION

      
        	
                 
      

              	
                a.

              	
                Sawcutting
      of slab for new restrooms, break room, sink and restroom floor drain by
      code

              


      

      
        	
                 
      

              	
                b.

              	
                Provide
      excavation and backfill for new
plumbing

              


      

      
        	
                 
      

              	
                c.

              	
                Knock
      out CMU Block Wall for [1] 4’-0” x 4’-0” window at shipping office looking
      into the interior of the warehouse

              


      

      
        	
                 
      

              	
                d.

              	
                Knock
      out Pre Cast Wall Panel for [1] 3’-0” x 7’-0” metal egress door adjacent
      to shipping office, provide concrete pre fabricated exterior
      stair

              


      

      
        	
                 
      

              	
                e.

              	
                Provide
      exterior striping for tenant parking as per C&A drawing attached
      hereto.

              


      

      
        	
                 
      

              	
                f.

              	
                Remove
      [4] existing dock levelers, doors and seals at the office
    area

              


      

      
        	
                 
      

              	
                g.

              	
                Provide
      a compactor door 8’ x 10’ on the far right wall of the loading
      docks.

              


      

      


      DIVISION
3 – CONCRETE

      
        	
                 
      

              	
                a.

              	
                Provide
      sawcutting and removal of concrete to allow for the installation of four
      [4] restrooms (warehouse men’s & women’s and office men and women), a
      break room and floor drain adjacent to restrooms.  At least one
      (1) men’s bathroom and one’s women’s bathroom will be delivered ADA
      compliant.

              


      

      
        	
                 
      

              	
                b.

              	
                The
      general contractor will provide the necessary concrete materials to
      complete the infill of the trenching and infill of dock
    pits

              


      

      
        	
                 
      

              	
                c.

              	
                Place
      and finish concrete flatwork

              


      

      
        	
                 
      

              	
                d.

              	
                Provide
      Joint Filler to all existing sawcut joints in warehouse
      area.  Any joint filler as a requirement of Tenant requested
      improvements is not included.

              


      

      
        	
                 
      

              	
                e.

              	
                Furnish
      and install concrete handicap ramp as per C&A drawing attached
      hereto.

              


      

      


      DIVISION
4 - MASONRY

      
        	
                 
      

              	
                a.

              	
                Furnish
      and install masonry for perimeter shipping office walls up
    10’

              


      

      
        	
                 
      

              	
                b.

              	
                Install
      [1] new angle iron at the window at the shipping
  office

              


      

      


      DIVISION
5 – STRUCTURAL STEEL & MISC IRON

      
        	
                 
      

              	
                a.

              	
                Furnish
      and install hand railing for concrete handicap ramp per C&A drawing
      attached hereto

              


      

      
        	
                 
      

              	
                b.

              	
                Furnish
      and install angle iron  at base of the demising wall at the
      shipping dock

              


      

      


      
        
           


        

        
          D-1-1

          
            

          

        

        
           


        

      


      DIVISION
6 – WOODS & PLASTICS


      
        	
              	
                a.

              	
                Furnish
      & install ten feet of upper and lower building standard cabinets in
      the break room

              


      

      
        	
                 
      

              	
                b.

              	
                Furnish
      & install building standard plastic laminate countertop for the
      cabinetry

              


      

      
        	
                 
      

              	
                c.

              	
                Furnish
      & install [1] plywood backboard for the Tel / Data
  room

              


      

      
        	
                 
      

              	
                d.

              	
                Furnish
      & install wood blocking for cabinetry and toilet
      accessories

              


      

      


      DIVISION
7 – THERMAL & MOISTURE PROTECTION

      
        	
                 
      

              	
                a.

              	
                Flash
      vent piping and exhaust fans for new
restroom

              


      

      
        	
                 
      

              	
                b.

              	
                Cut
      and patch roofing for new rooftop
units

              


      

      


      DIVISION
8 – DOORS & WINDOWS

      
        	
                 
      

              	
                a.

              	
                Furnish
      & install [21] new prefinished building standard “birch” wood
      doors

              


      

      
        	
                 
      

              	
                b.

              	
                Furnish
      & install [2] new building standard hollow metal door frames with
      sidelights 18” x 7’ 0” for conference
room

              


      

      
        	
                 
      

              	
                c.

              	
                Furnish
      & install [3] new building standard hollow metal interior steel
      doors

              


      

      
        	
                 
      

              	
                d.

              	
                Furnish
      & install [5] new building standard hollow metal exterior steel
      doors

              


      

      
        	
                 
      

              	
                e.

              	
                Furnish
      & install [2] wood doors with vision panels at entrance
      lobby

              


      

      
        	
                 
      

              	
                f.

              	
                Furnish
      & install building standard Lever door
  hardware

              


      

      
        	
                 
      

              	
                g.

              	
                Furnish
      & install building standard door frames as
  required

              


      

      
        	
                 
      

              	
                h.

              	
                Furnish
      & install [4] 4’-0” x 4’-0” building standard window at shipping
      office into warehouse

              


      

      
        	
                 
      

              	
                i.

              	
                Furnish
      & install  mirrors at each restroom for a total of [4]
      standard size to fit over the sinks

              


      

      
        	
                 
      

              	
                j.

              	
                Furnish
      & install building standard glass storefront  at [4]
      existing overhead doors location at office
area

              


      

      
        	
                 
      

              	
                k.

              	
                7
      existing loading dock doors

              


      

      


      DIVISION
9 – FINISHES

      
        	
                 
      

              	
                a.

              	
                8,000
      SF of office with 12 walled offices, 1 conference room accommodating 8
      people, 1 break room accommodating 30 people, 1 computer room as shown on
      the attached plan and the remaining as open office space accommodating 20
      building standard cubes.

              


      

      
        	
                 
      

              	
                b.

              	
                200
      SF shipping office and single mens and womens bathrooms at the shipping
      dock area with water.

              


      

      
        	
                 
      

              	
                c.

              	
                Provide
      two [2] coats of building standard paint on all new surfaces color to be
      select by tenant from provided
samples.

              


      

      
        	
                 
      

              	
                d.

              	
                Furnish
      and install drywall partitions for the main office demising
      wall

              


      

      
        	
                 
      

              	
                e.

              	
                Shipping
      office to be painted interior and exterior with building standard
      paint

              


      

      
        	
                 
      

              	
                f.

              	
                Furnish
      & install acoustical ceiling at finished office space and shipping
      office

              


      

      
        	
                 
      

              	
                g.

              	
                Office
      area to receive Carpet, selection shall be made from Sample provided by
      Advantage Construction

              


      

      
        	
                 
      

              	
                h.

              	
                Armstrong
      VCT 1’-0 x 1’-0” will be provided in the shipping office, breakroom,
      computer room and janitors closet

              


      

      
        	
                 
      

              	
                i.

              	
                Ceramic
      tile (building standard) to be provided in the restroom on the floors only
      and on wet walls.  Tile material not to exceed $3.50
      sf.  Tenant responsible for any costs resulting from Tenant
      selections in excess of building
standard.

              


      

      
        	
                 
      

              	
                j.

              	
                Ceramic
      tile (building standard) to be provided at front vestibule
      entrance.  Tile material not to exceed $3.50
      sf.  Tenant responsible for any costs resulting from Tenant
      selections in excess of building
standard.

              


      

      
        	
                 
      

              	
                k.

              	
                Wall
      & Ceiling insulation to be included at restrooms and conference
      rooms.

              


      

      
        	
                 
      

              	
                l.

              	
                Install
      single wall counter in copy fax room along one side
  wall.

              


      

      


      DIVISION
10 – SPECIALTIES

      
        	
                 
      

              	
                a.

              	
                Furnish
      & install toilet accessories for new restrooms per architectural
      drawing mutually approved by Landlord and
Tenant

              


      


      
        
           


        

        
          D-1-2

          
            

          

        

        
           


        

      


      DIVISION
11 – EQUIPMENT


      
        	
                 
      

              	
                a.

              	
                Surface
      mounted fire extinguishers will be provided as required by code
      .

              


      

      
        	
                 
      

              	
                b.

              	
                Semi-recessed
      mounted fire extinguishers will be provided in office area as required by
      code

              


      

      
        	
                 
      

              	
                c.

              	
                Any
      specified Tenant Improvement requiring increased extinguishers are not
      included

              


      

      


      DIVISION
12 – FURNISHINGS

      
        	
                 
      

              	
                a.

              	
                Not
      included.

              


      

      


      DIVISION
13 – SPECIAL CONSTRUCTION

      
        	
                 
      

              	
                a.

              	
                Not
      included.

              


      

      


      DIVISION
14 – CONVEYING SYSTEMS

      a.      Not
included.

      


      DIVISION
15 – MECHANICAL SYSTEMS – FIRE PROTECTION

      
        	
                 
      

              	
                a.

              	
                The
      Fire Protection system will be Design/Build in office area and shipping
      office per code

              


      

      
        	
                 
      

              	
                b.

              	
                This
      work will be limited to modifying the existing sprinkler system and adding
      heads to meet code.

              


      

      
        	
                 
      

              	
                c.

              	
                Any
      required Hose racks to be located at the end of the racking upon
      completion of the rack install as a result of Tenant Improvement requests
      are not included .

              


      

      


      DIVISION
15 – MECHANICAL SYSTEMS – PLUMBING

      
        	
                 
      

              	
                a.

              	
                Plumbing
      will be Design / Build

              


      

      
        	
                 
      

              	
                b.

              	
                Furnish
      & install new floor mounted water closets per architectural drawings
      mutually approved by Landlord and
Tenant

              


      

      
        	
                 
      

              	
                c.

              	
                Furnish
      & install new urinals per architectural drawing  mutually
      approved by Landlord and Tenant

              


      

      
        	
                 
      

              	
                d.

              	
                Furnish
      & install drop in sinks per architectural drawings  mutually
      approved by Landlord and Tenant

              


      

      
        	
                 
      

              	
                e.

              	
                Furnish
      & install [1] janitors sink.

              


      

      
        	
                 
      

              	
                f.

              	
                Furnish
      & install [1] hot water heater and [1] point of use water heater at
      shipping office restroom.

              


      

      
        	
                 
      

              	
                g.

              	
                Furnish
      & install gas piping to new HVAC
units.

              


      

      
        	
                 
      

              	
                h.

              	
                Furnish
      and install sink in breakroom.

              


      

      


      DIVISION
15 – MECHANICAL SYSTEMS – HVAC

      
        	
                 
      

              	
                a.

              	
                HVAC
      system will be design / build

              


      

      
        	
                 
      

              	
                b.

              	
                Furnish
      and install separate gas metering and
piping

              


      

      
        	
                 
      

              	
                c.

              	
                Furnish
      & install HVAC units for the Office
area

              


      

      
        	
                 
      

              	
                d.

              	
                Furnish
      & install [1] HVAC unit for the shipping
  office

              


      

      
        	
                 
      

              	
                e.

              	
                Modify
      existing warehouse HVAC

              


      

      
        	
                 
      

              	
                f.

              	
                Furnish
      & install ductwork and
diffusers

              


      

      
        	
                 
      

              	
                g.

              	
                Furnish
      and install programmable
thermostats

              


      

      
        	
                 
      

              	
                h.

              	
                Provide
      Air Balancing by subcontractor’s
forces.

              


      

      
        	
                 
      

              	
                i.

              	
                Furnish
      & install exhaust fans for restrooms and 1 1⁄2 ton ductless split system
      for the computer room

              


      

      


      DIVISION
16 – ELECTRICAL

      
        	
                 
      

              	
                a.

              	
                The
      electrical system will be
Design/Build

              


      

      
        	
                 
      

              	
                b.

              	
                600
      amp 480 volt will be provided

              


      

      
        	
                 
      

              	
                c.

              	
                Electrical
      panel will be brought to the outside of the main office area
      only

              


      

      
        	
                 
      

              	
                d.

              	
                Furnish
      & install 18 cell parabolic building standard lighting in the office
      areas

              


      

      
        	
                 
      

              	
                e.

              	
                Furnish
      & install outlets, one outlet per office wall and corridors will be
      one outlet every 30’

              


      

      
        	
                 
      

              	
                f.

              	
                Warehouse
      lighting shall remain as
existing.

              


      


      
        
           


        

        
          D-1-3

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                g.

              	
                Modify
      existing fire alarm system to meet
code

              


      

      
        	
                 
      

              	
                h.

              	
                Power
      for cubicles areas will be fed via a power
pole.

              


      

      
        	
                 
      

              	
                i.

              	
                Furnish
      & install life safety devices, including horns, strobes & exit
      signs per code.  Any specific life safety items as a result of
      any Tenant Improvement work is not
included.

              


      

      
        	
                 
      

              	
                j.

              	
                Separately
      metered through building sub metering
system

              


      

      
        	
                 
      

              	
                k.

              	
                Generator
      or UPS system is not included.

              


      

      
        	
                 
      

              	
                l.

              	
                Tel
      / data and security not included and is the responsibility of
      Tenant.

              


      

      
        	
                 
      

              	
                m.

              	
                Battery
      chargers not included and are the responsibility of
  Tenant

              


      

      


      Other:

      Landlord
will provide access to power for Tenant contractors during fit
up.


      
        
           


        

        
          D-1-4

          
            

          

        

        
           


        

      


      SCHEDULE
D-2

      APPROVED
PLANS FOR LANDLORD’S WORK

      


      [To be
attached following approval thereof]


      
        
           


        

        
          D-2-1

          
            

          

        

        
           


        

      


      EXHIBIT
E

      


      BASE
RENT SCHEDULE

       

      Base
Rent, net of all other charges due under this Lease, shall be as follows for
each year of the Term:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Lease Year

                                  (or portion thereof)

                                	 	
                                  Base Rent per Rentable Square

                                  Foot of the Premises

                                	 
	 
      	 	 	 
	
                                  Lease
      Year 1

                                	 	
                                  $5.40

                                	 
	
                                  Lease
      Year 2

                                	 	
                                  $5.60

                                	 
	
                                  Lease
      Year 3

                                	 	
                                  $5.80

                                	 
	
                                  Lease
      Year 4

                                	 	
                                  $6.00

                                	 
	
                                  Lease
      Year 5

                                	 	
                                  $6.20

                                	 
	
                                  Lease
      Year 6

                                	 	
                                  $6.40

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

       

      “Lease Year” means each period
of twelve (12) successive months commencing on the Commencement Date or any
anniversary thereof, or, if the Commencement Date does not fall on the first day
of a calendar month, the first Lease Year shall consist of the partial calendar
month following the Commencement Date and the succeeding twelve full calendar
months, and each succeeding Lease Year shall consist of a one-year period
commencing on the first day of the calendar month following the calendar month
in which the Commencement Date fell and the last Lease Year shall end on the
Termination Date.

       

      If the
original Termination Date is extended by Tenant pursuant to any extension rights
set forth in this Lease, the Base Rent payable during the extension term is set
forth in the applicable extension rights section of or rider to this
Lease.

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
F

      


      RULES
AND REGULATIONS

      


      1.           Any
outdoor storage facility or trash containers shall be effectively screened and
shall be kept in a neat and clean attractive manner.  All trash shall
be kept within.  Landlord shall have the right to approve the
location, color and condition of all storage facilities or trash
containers.

      


      2.           All
paints, solvents, propane and other compressed gas, and other combustible
materials shall be stored in non-combustible and fireproof cabinets, containers
or rooms.

      


      3.           All
electronic microwave dishes, satellite dishes and the like inside and outside
the Premises shall be first approved by Landlord in writing.

      


      4.           Tenant
shall not use or install inside or outside the Premises any water faucets or
additional water lines without the express written consent of
Landlord.  If said consent is granted by Landlord, Landlord reserves
the right to require separate metering and to assess additional water and sewer
charges for any such faucets or additional water lines.

      


      5.           Landlord
shall not be responsible for lost or stolen property, equipment, money or any
article taken from the Premises, Building or parking areas regardless of how or
when loss occurs.

      


      6.           Tenant,
its officers, agents, servants or employees shall not permit the operation of
any musical or sound producing instruments or device which may be heard outside
the Premises, Building or parking areas or which may emanate electrical waves
which will impair radio or television broadcasting or reception from or in the
Building.

      


      7.           All
contractors and/or technicians performing work for or within the Premises,
Building or parking areas shall be referred to Landlord for approval before
performing such work. This shall apply to all work affecting the physical
features or structural integrity of the Building, Premises or parking areas
including but not limited to the floors, walls and ceilings.  None of
this work shall be done by Tenant’s contractor without Landlord’s prior written
approval.

      


      8.           In
the event Tenant must dispose of pallets crates, boxes, etc. which will not fit
into outside trash containers it will be the responsibility of Tenant to dispose
of same.  In no event shall such items be left in the parking
areas.

      


      9.           Tenant,
its officers, agents, employees, servants, patrons, customers, licensees,
invitees and visitors shall not solicit business in the Building’ parking areas
or common areas, nor distribute any handbills or other advertising matter in
automobiles parked in the Building’ parking areas.

      


      10.         Tenant,
its officers, agents, servants or employees shall not use the Premises or
Building for housing, lodging or sleeping purposes.


      
        
           


        

        
          F-1

          
            

          

        

        
           


        

      


      11.           Tenant,
its officers, agents, servants, employees, patrons, licensees, customers,
visitors or invitees shall not bring into the Premises or keep on the Premises
any fish, fowl, reptile, insect or animal or any bicycle or other vehicle (wheel
chairs and baby carriages excepted).

      


      12.           Sidewalks,
doorways, vestibules and other similar areas shall not be used for the disposal
of trash, be obstructed by Tenant, or be used by Tenant for any purpose other
than entrance to and exit from the Premises and for going from one part of the
Building to another part of the Building.

      


      13.           Plumbing
fixtures shall be used only for the purpose for which they are designed, and no
sweepings, rubbish, rags or other unsuitable materials shall be disposed into
them.  Damage resulting to any such fixture due to misuse by the
Tenant shall be the liability of said Tenant.

      


      14.           Exterior
doors, when not in use, shall be kept closed.

      


      15.           Tenant
space, particularly that which is visible from public areas, must be kept neat
and clean.

      


      16.           All
equipment and utilities installed by Tenant, including, but not limited to, all
heating, ventilation and air-conditioning equipment, shall be effectively
screened and shall be kept in a neat and clean attractive manner.

      


      17.           All
trucks/trailers must be parked in asphalt or gravel areas.  Dropped
trailers must be parked on concrete or gravel areas.  All dropped or
stored trailers must be parked in the rear of the building behind leased space
not to conflict with adjacent Tenants.

      


      18.           All
rubbish and refuse generated from trucks is Tenant responsibility.

      


      19.           No
overnight parking on main distribution roadways is permitted.

      


      20.           All
traffic must obey posted speed limits.

      


      21.           All
car parking must be on asphalt only.

      


      22.           No
vehicles in the building unless previously approved by Landlord.

      


      23.           All
trucks must use Distribution Center Drive to exit the site.

      


      24.           All
Tenants must assign a designated smoking area to be managed by the
Tenants.  These areas must be supplied with cigarette containers and
must be at least 10’ away from the building and not in any landscaped
areas.

      


      25.           Picnic
table locations must be approved by Landlord.

      


      26.           One
manager from each tenant must go through Landlords spill kit training program
for potential environmental issues created at the site.


      
        
           


        

        
          F-2

          
            

          

        

        
           


        

      


      EXHIBIT
G

      


      LETTER
OF CREDIT


       

      IRREVOCABLE
STANDBY LETTER OF CREDIT NO.

      


      
        
          
            
              
                
                  
                    	
                            DATE OF ISSUE:

                          	 
      	
                            EXPIRATION DATE:

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            BENEFICIARY:

                          	 
      	
                            APPLICANT:

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            CREDIT AMOUNT:

                          	 
      	 
      
	
                            USD

                          	 
      	 
      


                  

                

              

            

          

        

      

       

      At the
request and for the account of ____________________________ (“Applicant”) we,
[_____________________] (“Issuer”) hereby, issue this Irrevocable Standby Letter
of Credit numbered _______ (“Letter of Credit”) in favor of you,
____________________________ (“Beneficiary”).  You shall be entitled
to draw under this Letter of Credit from time to time amounts not exceeding, in
the aggregate, USD ________________________________and 00/100 Dollars
($__________) (“Credit Amount”).

      


      This
Letter of Credit expires on ________________ at 12:00 PM.  However,
the expiration date of this Letter of Credit shall be automatically extended for
successive one year periods unless sixty (60) or more days before the expiration
date Beneficiary receives Issuers written notice by certified mail that Issuer
elects not to extend the expiration date.  The expiration date shall
also be extended in accordance with the rules of ISP98 on closure of the place
of presentation on the expiration date.

      


      This
Letter of Credit is issued with respect to that certain lease agreement, by and
between the Beneficiary, as Landlord, and the Applicant, as
Tenant.  Said lease agreement, and any amendments or modifications
thereof, is hereinafter referred to as the “Lease.”  Our obligations
under this Letter of Credit are solely as set forth herein, are not subject to
any condition or qualification and are completely independent of the obligations
of the Applicant under the Lease.  We do not undertake any obligation
under the Lease, nor do we undertake any responsibility to ascertain any facts,
or to take any other action, with respect to the Lease, and we acknowledge that
our obligations under this Letter of Credit shall not be affected by any
circumstance, claim or defense of any party as to the enforceability of the
Lease or any dispute as to the accuracy of the Statement (as defined
below).  The references to the Lease in this Letter of Credit are
solely to describe the required contents of the Statement.


      
        
           


        

        
          G-1

          
            

          

        

        
           


        

      


      Funds
under this Letter of Credit are available to you against presentation of the
following documents at our office at ______________________ prior to close of
business on or before the expiration date, as extended in accordance with the
terms of this Letter of Credit:

      


      1.           The
original of this Letter of Credit and any amendments thereto.

      


      2.           Your
sight draft on us in an amount not exceeding the amount of this Letter of Credit
(less sums previously paid by us hereunder) executed by the person executing the
Statement and bearing the number of this Letter of Credit; and

      


      3.           A
statement (the “Statement”) executed by a natural person, stating that such
person is your duly authorized representative, and that you are entitled to draw
upon this Letter of Credit.

      


      Multiple
and partial drawings are permitted provided that drawings honored by us
hereunder shall not, in the aggregate, exceed the Credit Amount as in effect
from time to time.  The Credit Amount shall be reduced by any partial
draws.

      


      This
Letter of Credit may be amended from time to time pursuant to the written
application for such amendment submitted by the Applicant to us, but no such
amendment shall be effective unless executed by us in writing and expressly
approved in writing by the Beneficiary.

      


      This
Letter of Credit is transferable in its entirety through us and successive
transfers shall be permitted provided that Beneficiary pays our one time charge
of $250.00 for such transfer.

      


      This
Letter of Credit is issued subject to and governed by the Uniform Customs and
Practices for Documentary Credits (2007 Revision) International Chamber of
Commerce Publication 600.  This Letter of Credit shall also be
governed by the laws of the Commonwealth of Massachusetts to the extent not
inconsistent with UCP 600.

      


      [ISSUER]

      


      
        
          
            	
                    By:

                  	  
      


          

        

      

       

      
        
           


        

        
          G-2

          
            

          

        

        
           


        

      


      EXHIBIT
H

      


      FORM
OF CURRENT LENDER SNDA

      


      SUBORDINATION,
NON-DISTURBANCE AND

      ATTORNMENT
AGREEMENT

       

      This
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) is made
and entered into as of the _____ day of May, 2009, by and among SOVEREIGN BANK,
a federal savings bank, with an office located in the City of Providence, Rhode
Island, as Administrative Agent for the benefit of the Lenders, as defined in
the Loan Agreement, as defined below (“Mortgagee”), and PR
LITTLETON EXPANSION LLC, a Delaware limited liability company, (“Landlord”) and
TRIUMPH LEARNING, LLC, a Delaware limited liability company (“Tenant”).

       

      RECITALS

       

      A.           Landlord
is the owner of the Real Estate (defined in Section 1) presently known as and
numbered 1-3 Distribution Center Circle, Littleton, Massachusetts, and Mortgagee
is the beneficiary of the Mortgage (defined in Section 1) that encumbers the
Real Estate.  Landlord leases to Tenant those portions of the Real
Estate referred to herein as the Leased Premises.

       

       

      B.           Tenant
and Landlord are parties to the Lease (defined in Section 1), pursuant to which
Tenant leases the Leased Premises (as defined in Section 1) from
Landlord.

       

       

      C.           Landlord,
Mortgagee and Tenant desire to provide for Tenant’s continued tenancy of the
Leased Premises pursuant to the Lease, notwithstanding any default by Landlord
under the Mortgage or the Lease, all upon the terms and conditions set forth in
this Agreement.

       

      AGREEMENT

       

      NOW,
THEREFORE, in consideration of the Leased Premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree
and covenant as follows:

       

       

      1.           Definitions.  Any
capitalized term that is not specifically defined in this Agreement shall have
the meaning set forth in the Lease. The following terms when used in this
Agreement shall have the meanings indicated below:

       

      “Foreclosure” shall mean any
exercise of the remedies available to the holder of the Mortgage, upon a default
under the Mortgage, that results in a transfer of title to or possession of the
Real Estate, including without limitation: (a) a transfer by judicial
foreclosure; (b) a transfer by deed in lieu of foreclosure; (c) the appointment
by a court of a receiver to assume possession of the Real Estate; (d) a transfer
of either ownership or control of Landlord, by exercise of a stock pledge of
otherwise; (e) a transfer resulting from an order given in a bankruptcy,
reorganization, insolvency or similar proceeding; (f) if title to the Real
Estate is held by a tenant under a ground lease, an assignment of the tenant’s
interest in such ground lease in connection with a default under the Mortgage;
or (g) any similar judicial or non judicial exercise of the remedies held by the
holder of the Mortgage.


      
        
           


        

        
          H-1

          
            

          

        

        
           


        

      

       

      “Foreclosure Date” shall mean
the date on which title to or possession of the Real Estate is transferred by
means of a Foreclosure.

       

      “Landlord” shall mean any of
the following:  (a) the Landlord identified as the “Landlord” in the Preamble;
(b) any successors or assigns of the  Landlord; (c) any nominee or
designee of the Landlord; (d) any initial or subsequent
assignee of all or any portion of the interest of the Landlord in the Lease; or
(e) any entity that is a participant in the financing secured by the Mortgage,
or otherwise acquires an equitable interest in the Lease.

       

      “Lease” shall mean the Lease
dated May           _, 2009 between
Tenant and Landlord, pursuant to which Tenant leases the Leased
Premises.  The term “Lease”, as used in this Agreement,
shall include any permitted amendments, modifications, supplements, replacements
or extensions of the original Lease.

       

      “Leased Premises” shall mean:
(i) a stipulated 80,000 rentable square feet at the portion of the Real Estate
presently known as and numbered 1-3 Distribution Center Circle, Littleton,
Massachusetts (being the “Premises” under the Lease, as more-fully described in
the Lease.

       

      “Loan Documents” shall mean,
collectively: (i) that certain Loan Agreement dated March 7, 2008, by and among
Landlord, Mortgagee, and Guarantors, as such term is defined therein (the “Loan
Agreement”), (ii) the Mortgage, as defined below, and (iii) all other documents,
including not withstanding those referenced in the Loan Agreement, evidencing
and/or securing the indebtedness described therein.

       

      “Mortgage” shall mean,
collectively: (i) that certain Mortgage, Financing Statement and Security
Agreement dated March 4, 2008, recorded with the Plymouth County Registry of
Deeds (the “Registry”) in Book 50855, Page 504, as affected by that certain
Confirmatory Mortgage, Financing Statement and Security Agreement dated March 7,
2008, recorded with the Registry in Book 50882, Page 340, that certain
Assignment of Leases and Rents dated March 4, 2008, recorded with the Registry
in Book 50855, Page 534, as affected by that certain Confirmatory Assignment of
Leases and Rents dated March 7, 2008, recorded with the Registry in Book 50882,
Page 370, and that certain UCC Financing Statement recorded with the Registry in
Book 50855, Page 545, securing the indebtedness and obligations described
therein.  The Mortgage encumbers the Real Estate.  The term
“Mortgage”, as used in
this Agreement, shall include: (a) any amendments, modifications, supplements,
replacements, extensions or refinancings of the original “Mortgage” described
above, including, without limitation, any permanent refinancings; and (b)
any existing or
future financing by Mortgagee that is solely secured by the Real
Estate.


      
        
           


        

        
          H-2

          
            

          

        

        
           


        

      

       

      “Mortgagee” shall mean any of
the following: (a) the entity identified as the “Mortgagee” or “Beneficiary” in
the Preamble; (b) any successors or assigns of that entity; (c) any nominee or
designee of that entity (or any other entity described in this definition); (d)
any initial or
subsequent assignee of all or any portion of the interest of that entity in the
Mortgage; or (e) any entity that is a participant in the financing secured by
the Mortgage, or otherwise acquires an equitable interest in the
Mortgage.

       

      “Real Estate” shall mean the
real estate in Littleton, Massachusetts presently containing an industrial
building of approximately 480,000 rentable square feet (on the portion of the
Real Estate presently known as and numbered 1-3 Distribution Center Circle,
Littleton, Massachusetts) and all other improvements situated thereon,
more-fully described in Exhibit A hereto,
together with the fixtures, furnishings, equipment and other real and personal
property associated therewith.

       

      “Subsequent Owner” shall mean any individual or
entity that acquires title to or possession of the Real Estate or any portion
thereof at or through a Foreclosure (together with any successors or assigns
thereof), including without limitation, (a) Mortgagee, (b) any purchaser of the
Real Estate or portion thereof from Mortgagee, or any lessee of any portion of
the Real Estate from Mortgagee, or (c) a purchaser of the Real Estate or portion
thereof at Foreclosure.

       

      2.           Subordination of
Lease.  The Lease and all right,
title and interest of Tenant in and to the Leased Premises and the Real Estate
and the rents and income associated therewith, are and shall be subject and
subordinate to the debt secured by the Mortgage and all documents relating
thereto, Mortgagee’s right, title and interest in and to the Real Estate, and
the rents and income associated therewith, and the lien of the Mortgage; provided, however, that,
notwithstanding the foregoing subordination, neither Mortgagee nor any
Subsequent Owner shall name Tenant as a defendant in any Foreclosure (unless the
same is required under applicable law to effect the Foreclosure) or otherwise
take steps that are inconsistent with Section 3 of this Agreement.

       

      
        
          
          

        

        
          H-3

          
            

          

        

        
          
          

        

      

       

      (a)                                3.           Non-Disturbance. 


      (b)                             
A.           In
the event Mortgagee or any other Subsequent Owner comes into possession of or
acquires title to the Real Estate or portion thereof either at or following a
Foreclosure, Mortgagee agrees (which agreement shall be binding on all
Subsequent Owners) that if, at such time, (a) the Lease has not expired or
otherwise been earlier terminated in accordance with its terms, and (b) Tenant
has not committed an Event of Default under the Lease which is still outstanding
after expiration of all applicable cure periods, then Mortgagee and all
Subsequent Owners shall recognize Tenant’s rights under the Lease, and, Tenant
shall not be named a party in any Foreclosure action or proceedings, and Tenant
shall not be disturbed in its right to lease and operate at the Leased Premises
pursuant to the Lease.  Notwithstanding the foregoing, if an Event of
Default by Tenant occurs after the Foreclosure Date, the Subsequent Owner as of
the date of such Event of Default shall have such remedies as are available to
Landlord under the Lease, including termination of the Lease.  A
Subsequent Owner acquiring possession of or title to the Real Estate or portion
thereof at or following a Foreclosure will not, with respect to acts or
omissions of Landlord prior to the Foreclosure Date, be (i) liable for any
action or omission of Landlord under the Lease; provided, however, that nothing
herein shall relieve Mortgagee or any Subsequent Owner from liability for such
actions or omissions which constitute continuing defaults under the Lease if
Mortgagee or Subsequent Owner, as applicable, was given notice and an
opportunity to cure such default(s), pursuant to Section 5 of this Agreement,
prior to the Foreclosure Date, (ii) subject to any offsets, claims or defenses
that Tenant might be entitled to assert against Landlord, provided, however,
that the Mortgagee or Successor Owner, as applicable, shall be subject to any
such offset, claim or defense if (and only if) the Mortgagee or Successor
Owner, as applicable, received written notice from the Tenant, in accordance
with Section 5 below, of the default which gave rise to such offset, claim or
defense and was given the period of time to cure the same, as provided in
Section 5 below, prior to the Foreclosure Date, (iii) liable for any
indemnification obligations of Landlord under the Lease as to matters occurring
or arising prior to the Foreclosure Date, except to the extent that Mortgagee
and/or Subsequent Owner, as applicable, had notice of the event giving rise to
such indemnification obligation prior to the Foreclosure Date, (iv)
INTENTIONALLY OMITTED, (v) bound by any base rent, percentage rent or any other
payments which Tenant paid for more than the current month to Landlord or to any
prior owner under the Lease, except to the extent actually paid over to
Mortgagee, (vi) bound by any material amendment or modification of the Lease
made without Mortgagee’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed, (vii) bound by any consent by
Landlord under the Lease to any assignment or sublease of Tenant’s interest in
the Lease made without also obtaining Mortgagee’s prior written consent, which
consent shall not be unreasonably withheld, conditioned or delayed; provided,
however, that (A) Mortgagee’s prior written consent shall not be required for an
assignment or sublease that does not require Landlord’s consent pursuant to the
terms of the Lease, and (B) if Mortgagee does not respond to Tenant’s request
for consent within thirty (30) days of receipt of such request, then such
consent to assignment or sublease, as applicable, shall be presumed to have been
given; (viii) personally liable for any default under the Lease or any covenant
or obligation on its part to be performed thereunder as lessor or landlord, it
being acknowledged that Tenant’s sole remedy in the event of such default shall
be to proceed against Landlord’s or Mortgagee’s interest in the Real Estate, (ix) liable for or deemed to incur any obligation with
respect to any breach of warranties or representations of any nature of Landlord
under the Lease or otherwise, including, without limitation, any warranties or
representations of Landlord respecting use, compliance with zoning, Landlord’s
authority, habitability or fitness for any purpose or presence or absence of
hazardous materials or substances, including petroleum products, (x) liable for
any consequential or other damages which may have been incurred by Tenant by
reason of any breach of obligations to be performed by Landlord, except as
expressly set forth in this Agreement, or (xi) liable for any leasing
commissions, the triggering event for which arose prior to the date Mortgagee or
any Subsequent Owner succeeded to Landlord’s interest.

      


      With respect to any action which
requires the consent of the Mortgagee in accordance with the terms of this
Agreement, or if the Tenant is required hereunder to seek, or desires to seek,
the approval of the Mortgagee prior to undertaking a particular action or course
of conduct, the Tenant shall provide Mortgagee with written notice, in
accordance with the terms of Section 7 of this Agreement, of any such request
for such consent, accompanied by such detailed background information and
explanations as may be reasonably necessary to determine whether to approve or
disapprove such action or course of conduct.  Tenant shall be required
to include in any such notice, printed in capital letters or boldface type, a
legend substantially to the following effect:


      
        
           


        

        
          H-4

          
            

          

        

        
           


        

      

      


      “THIS
COMMUNICATION REQUIRES IMMEDIATE RESPONSE.  ANY FAILURE TO RESPOND
WITHIN THIRTY (30) DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE
A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION OR COURSE OF CONDUCT REQUESTED
BY THE TENANT AND RECITED ABOVE.”

      


      If the
foregoing legend is included by the Tenant in its communications, and if the
Mortgagee fails to respond (which response need be neither a statement of
consent nor a refusal of consent) to the Tenant within ten (10) days of
Mortgagee’s receipt of such notice, then the Mortgagee shall be deemed to have
consented to such proposed action or course of conduct for all purposes
hereunder.

      


      B.           Notwithstanding anything contained herein to the
contrary, if Mortgagee or any Subsequent Owner succeeds to Landlord’s interests
under the Lease after the Commencement Date, as defined in the Lease, such party
shall have absolutely no obligation to perform any leasehold improvements or
other construction obligations in the Property on the part of Landlord to have
been performed, other than any ongoing maintenance and repair obligations as to
a completed structure which are required to be performed by the Landlord under
the terms of the Lease or to restore the Premises after a casualty or taking (to
the extent required under the Lease), unless the Tenant, within five (5)
business days of receiving notice from the Mortgagee or Subsequent Owner, as
applicable, that Mortgagee or Successor Owner is exercising its rights of
Foreclosure with respect to the Property, shall have delivered written notice to
the Mortgagee or Subsequent Owner specifying the leasehold improvements or other
construction obligations which the Landlord was to have performed at the
Property pursuant to the Lease but which were not performed by the Landlord as
of the date of such notice.

       

      4.           Attornment/Termination.

       

      A.           Tenant
agrees that, upon a Foreclosure of the Mortgage, provided that the Lease has not
expired or otherwise been earlier terminated in accordance with its terms for
reasons other than such Foreclosure, Tenant shall attorn to any Subsequent Owner
and shall remain bound by all of the terms, covenants and conditions of the
Lease, for the balance of the remaining term thereof (and any renewals thereof
that may be effected in accordance with the Lease) with the same force and
effect as if such Subsequent Owner were the “Landlord” under the Lease and
without the payment by such Subsequent Owner of any fee arising under the Lease
from such succession to the interests of Landlord.  Such attornment
shall be effective and self-operative without the execution of any further
instruments upon the succession by Subsequent Owner to the interest of the
lessor or landlord under the Lease or the taking of possession of the Real
Estate by Mortgagee.  Nevertheless, Tenant shall, from time to time,
promptly execute and deliver such instruments evidencing such attornment as
Subsequent Owner or Mortgagee may require.  The respective rights and
obligations of Subsequent Owner, Mortgagee and of the lessee or tenant under the
Lease upon such attornment, to the extent of the then remaining balance of the
term of the Lease and any such extensions and renewals thereof, shall be and are
the same as now set forth in the Lease except as otherwise expressly provided
herein.


      
        
           


        

        
          H-5

          
            

          

        

        
           


        

      

       

      
        5.           Notice
and Opportunity to Cure.

         

        A.           If
an event occurs that would give Tenant or Landlord the right to terminate the
Lease (“Default”), and if Tenant gives
written notice of a Default by Landlord to Landlord pursuant to the Lease, then
Tenant shall also give a duplicate copy (herein referred to as the “Notice”)
of such notice to Mortgagee,
in accordance with Section 7 of this Agreement.  Tenant agrees
that Mortgagee shall have the right, but not the obligation, within the time
period specified in the Lease, plus an additional thirty (30) days (or, if no
time period is specified, a reasonable time, provided that the Mortgagee is
diligently prosecuting the same) from the later of (i) the expiration of the
period allowed under the Lease for cure by Landlord, or (ii) the date Tenant has
notified Mortgagee that Landlord has failed to cure such default within the
period provided in the Lease to correct or remedy, or cause to be corrected or
remedied, each such default before Tenant may take any action under the Lease by
reason of such default; provided, however, that Mortgagee shall notify Tenant in
accordance with Section 7 hereof within twenty (20) days after Mortgagee’s
receipt of the Notice that Mortgagee intends to cure such Default; provided
further, however, that if Mortgagee is entitled to cure a Default of Landlord
pursuant to the foregoing provisions of this Section 5, then such cure period
shall in no event exceed a period of one hundred eighty (180) days from the date
on which Mortgagee receives notice of such Default.

         

        B.           No
notice given by Tenant to Landlord shall be effective as a notice under the
Lease unless the applicable duplicate notice to Mortgagee which is required
under subsection A hereof is given to Mortgagee in accordance with this
Agreement. It is understood that any failure by Tenant to give such a duplicate
notice to Mortgagee shall not be a default by Tenant either under this Agreement
or under the Lease, but rather shall operate only to void the effectiveness of
any such notice by Tenant to Landlord under the Lease.

         

        C.           Tenant
agrees to accept performance by Mortgagee with the same force and effect as if the
same were performed by Landlord, in accordance with the provisions and within
the cure periods prescribed in the Lease (except that Mortgagee shall have such
additional cure periods, not available to Landlord, as are set forth in Section
5(A) above).

         

        D.           Except
as specifically limited in the foregoing paragraphs, nothing herein shall
preclude Tenant from exercising any of its rights or remedies against Landlord
with respect to any default by Landlord under the Lease.

         

        6.           Assignment of
Lease.  Landlord has, pursuant to the applicable provisions of
the Mortgage, collaterally assigned to Mortgagee, as additional security for the
indebtedness secured by the Mortgage, all of
Landlord’s right, title and interest in and to the Lease, including the right to
all rents and other payments payable to Landlord pursuant to the
Lease.  Tenant hereby acknowledges that it has been given a copy of
the foregoing assignment, and Tenant hereby consents thereto.  If,
pursuant to such assignment (or subsequent loan documentation entered into
between Landlord and Mortgagee, with a similar purpose), Tenant receives (from
time to time) a notice (a “Loan
Default Notice”)
from Mortgagee directing Tenant to pay to Mortgagee subsequent rental and other
payments under the terms of the Lease which would otherwise be payable to
Landlord, then Tenant shall comply with any such notice.  Tenant shall
continue to make payments in compliance with any such Loan Default Notice from
Mortgagee until Tenant receives written instructions to the contrary from
Mortgagee.  Landlord hereby gives its consent to any such payments by
Tenant to Mortgagee that are in compliance with any such Loan Default Notice,
and release Tenant from liability for any such payments.  This consent
by Landlord shall be deemed to be irrevocable until the entire debt secured by
the Mortgage has been discharged, as evidenced either by the recordation of a
satisfaction or release executed by Mortgagee and delivered to Tenant, or by the
delivery of a written statement to that effect from Mortgagee to Tenant; upon
receipt of the foregoing, all of the Tenant’s obligations under this Agreement,
other than those post-Foreclosure agreements set forth in Section 4 hereof,
shall automatically terminate.  It is understood that Tenant shall
comply with the direction set forth in any such Loan Default Notice without any
necessity to investigate Mortgagee’s reasons for sending such notice, or to
confirm whether or not Landlord is in fact in default under the terms of the
Mortgage.  Tenant further acknowledges
and agrees that under the provisions of the Mortgage, the Lease cannot be
terminated except as provided in the Lease (nor can Landlord accept any
surrender of the Lease) nor amended or modified in any of its material terms,
consent by Landlord be given to the waiver or release of Tenant from the
performance or observance of any obligation under the Lease, in each such case,
without the prior written consent of Mortgagee except as otherwise provided in
the Assignment, and without such consent no rent may be collected or accepted by
Landlord more than one month in advance.


        
          
             


          

          
            H-6

            
              

            

          

          
             


          

        

         

        7.           Notices.  Notices,
statements and other communications to be given under the terms of this
Agreement shall be in writing and (a) delivered by hand against receipt, (b)
sent by certified or registered mail, postage prepaid, return receipt requested,
or (c) sent by a nationally recognized overnight courier service:

         

        To
Mortgagee:                    Sovereign
Bank

        One
Financial Plaza

        Providence,
Rhode Island  02903

        Attention:  Manuel
J. Vales, IV,

         

              Senior Vice
President,

         

        


         

        with a
copy
to:                    Paul
J. Ayoub, Esquire

        Nutter,
McClennen & Fish, LLP

        World
Trade Center West

        155
Seaport Boulevard

        Boston,
MA 02210

         

        


         

        To
Landlord:                      c/o
Condyne, LLC

         

        Suite
100

         

        Quincy,
MA 02169

         

        Attn:  Jeffrey
C. O’Neill;

        


        
          	
                   
      

                	
                  with
      a copy to:

                	
                  c/o
      The Prudential Insurance Company of
America

                


        

        8 Campus
Drive, 4th Floor

        Parsippany,
NJ  07054

         

        Attention:  Joan
Hayden, Esq.


        
          
             


          

          
            H-7

            
              

            

          

          
             


          

        


        with a
copy
to:                   
Goodwin Procter, LLP

        Exchange
Place

        53 State
Street

        Boston,
MA 02109

         

        Attention:  Minta
Kay, Esq.

        


        To
Tenant:                          Triumph
Learning, LLC

        136
Madison Avenue, Suite #7

        New York,
NY  10016

        Attention:  Brian
Gurley

        


        with a
copy to:

        


        DLA Piper
LLP (US)

        2525 East
Camelback Road

        Esplanade
II

        Suite
1000

        Phoenix,
AZ  85016-4232

        Attention:  David
Lewis, Esq.


         

        or at
such other address as is from time to time designated by the party receiving the
notice. Any such notice that is properly delivered shall be deemed
to have been served (a) on the date of hand delivery, (b) three (3) days after
posting by certified or registered mail, or (c) on the business day following
deposit with a nationally recognized overnight courier service, as the case may
be.

         

        8.           Estoppel
Certificates/Estoppel.

         

        A.           Tenant
shall, at any time and from time to time upon not less than thirty (30) days’
prior written notice from Mortgagee, execute, acknowledge and deliver to
Mortgagee, or to any third party specified by Mortgagee, a statement in writing:
(A) certifying (i) that the Lease is unmodified and in full force and effect (or
if there have been modifications, that the same, as modified, is in full force
and effect and stating the modifications) and (ii) the date through which the
rents and other payments due under the Lease have been paid; (B) stating whether
or not to the actual knowledge of Tenant (i) there is a continuing Event of
Default by Landlord under the Lease, or (ii) there shall have occurred any event
which, with the giving of notice or passage of time or both, would become an
Event of Default, and, if so, specifying each such Default or occurrence of
which Tenant may have knowledge; and (C) stating such other information as
Mortgagee may reasonably request.  Such statement shall be binding
upon Tenant and may be relied upon by Mortgagee and/or such third party
specified by Mortgagee as aforesaid, and shall generally be in the form attached
hereto as Exhibit
B.


        
          
             


          

          
            H-8

            
              

            

          

          
             


          

        

         

        B.           Tenant
hereby represents and warrants to Mortgagee as follows: (1) the Lease, as
modified by this Agreement, is otherwise unmodified and is in full force and
effect; (2) other than the Moving Allowance described in Exhibit D of the
Lease, there are no fees or cost reimbursements due and payable to Tenant under
the Lease as of the date hereof; (3) to the actual knowledge of Tenant without
inquiry (i) there is no Event of Default by Landlord under the Lease, and (ii)
there is no event which, with the giving of notice or the passage of time or
both, would become an Event of Default; (4) Tenant has received no written
notice from Landlord indicating that Tenant is in default or breach of the Lease
and, to the actual knowledge of Tenant, no such default or breach on the part of
Tenant currently exists; and (5) there are no outstanding loans or advances owed
by Tenant to Landlord, or by Landlord to Tenant.

         

        9.           No
Assumption.  Tenant expressly acknowledges that, except as
expressly provided in Section 3 above, Mortgagee assumes no obligations or
liabilities of Landlord under the Lease and that Mortgagee will have no
obligation to Tenant to exercise its rights under this Agreement or the
Mortgage, but that the right and option to exercise such rights rests in the
sole and absolute discretion of Mortgagee.

         

        10.         Indemnification.  Landlord
agrees to indemnify Mortgagee and defend and hold Mortgagee harmless from and
against any and all liabilities, claims, demands, losses, damages, costs and
expenses (including but not limited to reasonable attorney’s fees) which
Mortgagee may incur under the Lease or this Agreement and from any alleged or
actual obligation or undertaking on its part to perform or discharge any of the
terms, covenants or agreement contained in the Lease.  This provision
shall survive any termination of the Lease and any Foreclosure.

         

        11.         Bankruptcy.  In
the event of Landlord’s bankruptcy, and notwithstanding an effective rejection
of this Agreement by Landlord, or its bankruptcy trustee in any such bankruptcy
proceeding, Tenant and Mortgagee agree that (1) the terms and provisions of this
Agreement will remain in full force and effect between Tenant and Mortgagee;
provided
however, that if rejection of this Agreement by Landlord, or its
bankruptcy trustee renders it unreasonable, impractical or impossible for Tenant
to perform under this Agreement or otherwise frustrates the carrying out of the
purpose of this Agreement between Tenant and Mortgagee, then this Agreement
shall become void and terminate as of the effective date of such rejection; and
(2) Tenant shall not be required to perform any obligation under this Agreement
if such performance would cause Tenant to violate or contradict the terms of any
stay, decree or order (collectively, “Order”) of any court having
jurisdiction over Landlord’s bankruptcy proceeding.  Tenant shall have
no liability to Landlord or Mortgagee for Tenant’s nonperformance of any
obligation hereunder because of its compliance with any Order.  This
provision shall constitute an independent agreement between Tenant and Mortgagee
and is intended to survive any rejection of this Agreement in bankruptcy by
Landlord or any bankruptcy trustee.

         

        12.         Limitation on
Subsequent Owner’s Liability.  Notwithstanding any provision in
the Lease to the contrary, the liability of any Subsequent Owner of the Real
Estate (including, but not limited to, Mortgagee or its designee following a
Foreclosure) is limited to its interest in the Real Estate and the income and
proceeds thereof.  In no event will Tenant or any person claiming
under Tenant have the right to seek recourse against any other assets of such
Subsequent Owner or their respective officers, directors or stockholders for
satisfaction of any liability or obligation of Landlord.  Any judgment
obtained by Tenant against a Subsequent Owner shall be enforceable solely
against the Real Estate and the income and proceeds thereof and not against any
other assets of such Subsequent Owner, or its respective officers, directors,
employees or beneficial interest holders.  The provisions of this
paragraph, however, shall in no way be deemed to apply to or be for the benefit
of Landlord.


        
          
             


          

          
            H-9

            
              

            

          

          
             


          

        


         

        13.         Confirmatory
Documentation.  The provisions of all Sections of this
Agreement are and shall be fully effective and binding between the parties,
upon the
occurrence of the conditions, if any, set forth in such Sections, without the
execution of any further instruments by any party.  Notwithstanding
the foregoing, each party to this Agreement shall have the right (from time to
time, for so long as this Agreement is in effect) to request the other parties
to execute documentation (in form reasonably satisfactory to all signing
parties) confirming (if true) that such conditions (if any) have been satisfied
and that the provisions of this Agreement or specified portions thereof have
been implemented.  In such event, each of the parties that are
requested to execute such confirmatory documentation agrees to execute it within
a reasonable period of time (not to exceed thirty (30) days) after its receipt
of such request.

         

        14.         No
Further Subordination.  Except as expressly provided to the contrary, Landlord
and Tenant covenant and agree with Mortgagee that there shall be no further
subordination of the interest of lessee under the Lease to any lender or to any
other party without first obtaining the prior written consent of
Mortgagee.  Any attempt to effect a further subordination of lessee’s
interest under the Lease without first obtaining the prior written consent of
Mortgagee shall be null and void.

         

        15.         Miscellaneous.

         

        A.          This
Agreement may be executed in a number of identical counterparts.  If
so executed, all of such counterparts shall, collectively, constitute one
agreement, but in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart, provided that photocopy
or facsimile copies of all signatures are produced.

         

        B.           The
terms and conditions of this Agreement shall inure to the benefit of, and be
binding upon, the respective successors, heirs, legal representations and
assigns of each of the parties hereto.

         

        C.           Notwithstanding
anything herein to the contrary, the commencement and prosecution of foreclosure
proceedings under the Mortgage is a matter entirely within the discretion of
Mortgagee.

         

        D.           The
use of the neuter gender in this Agreement shall be deemed to include any other
render, and words in the singular number shall be held to include the plural,
when the sense requires.

         

        E.           In
the event the Lease shall be amended, modified or supplemented, the Lease, as so
amended, modified or supplemented, shall continue to be subject to the
provisions of this Agreement without the necessity of any further act by the
parties hereto; provided, however, Tenant shall
use its commercially reasonable efforts to give Mortgagee a copy of any such
amendment, modification or supplement to the Lease, with the understanding that
the failure to do so, shall not impose any liability on Tenant or affect any of
Tenant’s, rights and remedies under such amendment or supplement or under this
Agreement.


        
          
             


          

          
            H-10

            
              

            

          

          
             


          

        

         

        F.           The
provisions of this Agreement shall not be modified, amended, waived, discharged
or terminated except by a written document signed by all of the parties
hereto.

         

        G.           This
Agreement and its validity, interpretation and enforcement shall be governed by
the laws of the Commonwealth of Massachusetts.

         

        H.           Captions
of Sections herein are inserted only for convenience and are in no way to be
construed as a limitation on the scope of the particular Sections to which they
refer.

         

        I.           Landlord
hereby acknowledges and agrees to the provisions of this Agreement and agrees
that, to the extent there is an inconsistency between the terms and provisions
of this Agreement and the Lease, the terms and provisions of this Agreement
shall prevail. The performance by the Tenant hereunder shall not be deemed a
breach of any of its obligations to Landlord under the
Lease.  Notwithstanding the foregoing, nothing herein shall be deemed
a waiver of the choice of governing law provisions set forth in the
Lease.

         

        [SIGNATURE
PAGE IS ON FOLLOWING PAGE]


        
          
             


          

          
            H-11

            
              

            

          

          
             


          

        

         

        WITNESS
WHEREOF, the parties hereto have executed this Agreement under seal as of the
day and year first above written.

         

        
          
            
              
                
                  
                    	 
      	 	
                            MORTGAGEE:

                          
	 
      	 	 
      
	
                            Witness:

                          	 	
                            SOVEREIGN
      BANK

                          
	 
      	 	 
      	 
      
	  	 	
                            By:

                          	 
      
	 
      	 	 
      	
                            Manuel
      J. Vales, IV

                          
	 
      	 	 
      	
                            Senior
      Vice
President

                          


                  

                

              

            

          

        

         

        STATE OF
RHODE ISLAND

        COUNTY OF
PROVIDENCE

         

        In
Providence, in said County, on the ____ day of _________________, 2009, before
me personally appeared the within-named Manuel J. Vales, IV, to me known and
known by me to be a Senior Vice President of, and the person executing these
presents on behalf of Sovereign Bank, the party executing the foregoing
instrument, and he acknowledged said instrument by him so executed to be his
free act and deed in such capacity, and the free act and deed of Sovereign
Bank.

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 
      
	 	
                                                        Notary
      Public

                                                      	 
	 	
                                                        Print
      Name:

                                                      	 
	My Commission Expires:	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        [SEE NEXT
PAGE FOR LANDLORD’S SIGNATURES]


        
          
             


          

          
            H-12

            
              

            

          

          
             


          

        

         

        
          
            
              
                	 
      	 	
                        LANDLORD:

                      
	 
      	 	 
      	 
      
	
                        Witness:

                      	 	
                        PR
      LITTLETON EXPANSION LLC,

                      
	 
      	 	
                        a
      Delaware limited liability company

                      
	 
      	 	 
      	 
      
	  
      	 	
                        By:

                      	  
      
	 
      	 	 
      	
                        Jeffrey
      C. O’Neill,
Manager

                      


              

            

          

        

         

        COMMONWEALTH
OF MASSACHUSETTS

        COUNTY OF
__________________________

         

        In
__________________, in said County, on the ____ day of _______________, 2009,
before me personally appeared the within-named Jeffrey C. O’Neill, to me known
and known by me to be Manager of PR Littleton Expansion LLC and the person
executing these presents on behalf of said entity, the party executing the
foregoing instrument, and he acknowledged said instrument by him so executed to
be his free act and deed in such capacity, and the free act and deed of PR
Littleton Expansion LLC.

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	  
      	 
	 	
                                                          Notary
      Public

                                                        	 
	 	
                                                          Print
      Name:

                                                        	 
	 	

                                                          My Commission Expires:

                                                        	 
      


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        [SEE NEXT
PAGE FOR TENANT’S SIGNATURE]


        
          
             


          

          
            H-13

            
              

            

          

          
             


          

        

         

        
          
            
              
                
                  
                    
                      	 
      	 	TENANT:
	 
      	 	 
      	 
      
	
                              Witness:

                            	 	TRIUMPH
      LEARNING, LLC, a Delaware limited
	 
      	 	liability
      company
	 
      	 	 
      	 
      
	  
      	 	
                              By:

                            	  
      
	 
      	 	 
      	
                              Name:

                            
	 
      	 	 
      	
                              Title:

                            


                    

                  

                

              

            

          

        

        


        STATE OF
_________________________

        COUNTY OF
_________________________

         

        In
_________________, in said County, on the ____ day of _________________, 2009,
before me personally appeared the within-named _________________________, to me
known and known by me to be the _____________________ of, and the person
executing these presents on behalf of Triumph Learning, LLC, the party executing
the foregoing instrument, and he/she acknowledged said instrument by him/her so
executed to be his/her free act and deed in such capacity, and the free act and
deed of Triumph Learning, LLC.

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	  
	 	
                                                  Notary
      Public

                                                	 
	 	
                                                  Print
      Name:

                                                	 
	 	

                                                  My Commission Expires:

                                                	  


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
             


          

          
            H-14

            
              

            

          

          
             


          

        

         

        EXHIBIT
A

         

        Legal
Description of the Real Estate

         

        Those
certain parcels of land, with the improvements thereon situated in Littleton,
Middlesex County, Massachusetts, being shown as Lots 2, 3A, and 3B shown on that
certain plan entitled “Definitive Subdivision of Land in Littleton, mass.
Prepared for GFI Littleton, LLC,” dated April 2003, by David E. Ross Associates,
Inc., Civil Engineers, Ayer, MA designated as Job No. 16168 and Plan No. L-8214,
recorded with Middlesex South Registry of Deeds on January 29, 2004, as Plan No.
79 of 2004.

         

        Together
with the benefit of that certain Easement Agreement by and between CB/GFI
Littleton LLC and Littleton Distribution Center LLC, dated as of November 15,
2007, and recorded in Book 50355, Page 189, subject to and in accordance with
the terms and provision set forth therein.


        
          
             


          

          
            H-15

            
              

            

          

          
             


          

        


        Tenant
Estoppel Certificate

        


        Re:  ___________________________

        


        Ladies
and Gentlemen:

        


        The
undersigned Tenant (as hereinafter defined) under the Lease discussed below
hereby certifies to _________________ (“Landlord”) and Sovereign Bank
(“Lender”), and to their
respective successors and/or assigns and lenders, that, as of the date next to
our signature below, the status of the Lease is as follows:

        


        
          
            	
                    1.

                  	
                    

                      That
      certain Lease dated as of _________________, 2009 by and between PR
      LITTLETON EXPANSION, LLC (“Landlord”)
      and TRIUMPH LEARNING, LLC (“Tenant”),
      a true and correct copy of which is attached hereto and incorporated
      herein by reference as EXHIBIT
      A (the “Lease”),
      constitutes the entire and only agreement between Landlord and Tenant with
      respect to the Premises and Existing Premises, as defined and identified
      therein.   Except as specifically set forth in EXHIBIT
      A, the Lease has not been modified or amended in any respect
      whatsoever, either orally or in writing.  All initial
      capitalized terms used and not otherwise defined herein shall have the
      meaning ascribed to such terms in the
  Lease.

                    

                  


          

        

        


        
          	
                  2.

                	
                  The
      Lease is in full force and effect, and Tenant does not have nor is Tenant
      entitled to any credit, offset, defense, claim or counterclaim against
      either its obligation to pay Base Rent (and other charges under the Lease)
      or Tenant’s other obligations under the terms of the Lease, whether by
      reason of prepayment thereof, Landlord’s acts or omissions, or for any
      other reason.   Tenant has no present defenses to
      enforcement of the Lease in accordance with its terms.  Tenant
      is presently  in sole possession of the “Premises” described in
      the Lease.  Tenant is presently paying the full amount of rent
      required to be paid under the terms of the Lease with respect to the
      Existing Premises.

                


        

        


        
          	
                  3.

                	
                  A.

                	
                  The
      Commencement Date of the Lease with respect to the “Premises” under the
      Lease shall be the date determined pursuant to the terms and provisions
      contained in Section 2(a) of the Lease and the Work Agreement, and the
      scheduled expiration date of the Lease is 5:00 p.m. local time on the last
      day of the month which is five (5) years and three (3) months following
      the Commencement Date, subject to earlier termination and extension as
      provided in the Lease.

                


        

        


        
          	
                   
      

                	
                  B.

                	
                  Except
      as set forth in Rider No. 2 of the Lease, there are no options remaining
      unexercised on the part of the Tenant to renew the
  Lease.

                


        

         

        
          	
                   
      

                	
                  C.

                	
                  The
      amount of monthly Base Rent payable under the Lease is as
      follows:

                


        

         

        With
respect to the Premises, beginning on the Commencement Date as described in
Section 3.A above, Base Rent is payable in accordance with the following
schedule:


        
          
             


          

          
            H-16

            
              

            

          

          
             


          

        

         

        Lease
Year
1:                        $5.40
per rentable square foot of Premises.

         

        Lease
Year
2:                        $5.60
per rentable square foot of Premises.

         

        Lease
Year
3:                        $5.80
per rentable square foot of Premises.

         

        Lease
Year
4:                        $6.00
per rentable square foot of Premises.

         

        Lease
Year
5:                        $6.20
per rentable square foot of Premises.

         

        Lease
Year
6:                        $6.40
per rentable square foot of Premises.

         

        
          	
                   
      

                	
                  D.

                	
                  Tenant
      is also responsible for payment of Tenant’s Share of Operating Expenses
      (all as defined in Section 4 of the Lease), all subject to and in
      accordance with the terms and provisions contained in the
      Lease.

                


        

         

        
          	
                   
      

                	
                  E.

                	
                  Base
      Rent is payable in monthly installments, each due on the first day of each
      month during the Term, in advance, without notice, demand, deduction or
      setoff, all subject to and in accordance with the terms and provisions
      contained in Section 3 of the
Lease.

                


        

         

        
          	
                  4.

                	
                  Tenant
      has unconditionally accepted delivery of the Premises from Landlord in
      accordance with the terms of the Lease, and has commenced payment of Base
      Rent for the Premises.

                


        

         

        
          	
                  5.

                	
                  Other
      than Tenant’s termination rights following fire or other casualty or
      taking by eminent domain (which rights are set forth in Sections 16 and 17
      of the Lease, respectively), Tenant has no express right to cancel or
      terminate the Lease, no option or right to purchase the Premises,
      Building, the Land, or the Project, or any part thereof.  Except
      as set forth in Rider No. 1 and Rider No. 2 of the Lease, Tenant has no
      expansion rights or options, and no rights of first refusal and/or rights
      of first offer, for any space at the
Project.

                


        

         

        
          	
                  6.

                	
                  Tenant
      has deposited $232,000 in cash with Landlord as Tenant’s Security Deposit
      under the Lease.

                


        

         

        
          	
                  7.

                	
                  All
      currently due Base Rent and Additional Rent payable by Tenant under the
      Lease, have been fully paid in accordance with the provisions of the Lease
      through the month of ____________
_________.

                


        

         

        
          	
                  8.

                	
                  Tenant’s
      Share under the Lease with respect to the Premises is 16.67% of the
      rentable square footage of the
Building.

                


        

         

        
          	
                  9.

                	
                  Other
      than the performance of the Work as described in the Work Agreement
      attached to the Lease as Exhibit D and
      payment of the Moving Allowance, all items of an inducement nature
      required to be performed by Landlord as a condition to the Commencement
      Date, have been satisfactorily completed by Landlord, and there are no
      remaining conditions to Tenant’s obligations under the
    Lease.

                


        


        
          
             


          

          
            H-17

            
              

            

          

          
             


          

        

         

        
          	
                  10.

                	
                  No
      default exists under the Lease on the part of either Landlord or Tenant,
      and to the best of Tenant’s knowledge, no condition or other state of fact
      exists that, with either the passage of time and/or the giving of notice,
      would give rise to a default under the Lease on the part of either
      Landlord or Tenant.

                


        

         

        
          	
                  11.

                	
                  No
      installment of Base Rent or payment of Additional Rent under the Lease has
      been paid more than one month in
advance.

                


        

         

        
          	
                  12.

                	
                  Tenant
      has not transferred, assigned or sublet, or agreed to transfer, assign, or
      sublet, its interest in the Lease or any part thereof, nor, to Tenant’s
      knowledge, has the Tenant allowed any mechanic’s lien or any other
      encumbrance of any kind to be placed on or against the Premises or
      Existing Premises that is presently not
  satisfied.

                


        

         

        
          	
                  13.

                	
                  Tenant
      is solvent and has not filed on its behalf, nor to Tenant’s knowledge, has
      any party initiated against Tenant, proceedings for relief under
      bankruptcy, insolvency, or other
proceedings.

                


        

         

        
          	
                  14.

                	
                  The
      individual executing this Tenant Estoppel Certificate on behalf of Tenant
      has been duly authorized to do so by all necessary corporate action of
      Tenant.

                


        

         

        
          	
                  15.

                	
                  Tenant
      is presently maintaining the liability and casualty insurance, if any, of
      the types and in the amounts required under the terms of the
      Lease.  Tenant agrees that it shall designate the Lender as the
      loss payee and additional insured in all such policies now or hereafter
      obtained pursuant to the Lease.

                


        

         

        
          	
                  16.

                	
                  To
      Tenant’s knowledge, Tenant is not using the Premises in a manner which is
      not in compliance with all laws, or which would result in the presence of,
      use, generation, manufacture, storage, treatment, disposal, discharge or
      release on or from the Premises of any substances or compounds prohibited
      or regulated under any Federal, state or municipal laws pertaining to
      health or the environment in violation of applicable
      laws.  There are no regulatory actions or other claims pending
      or, to Tenant’s knowledge, threatened against Tenant or against the
      Premises arising out of the presence of such substances on the
      Premises.

                


        

         

        
          	
                  17.

                	
                  This
      certification is made to induce Lender to make certain fundings, knowing
      that Lender shall rely upon the truth of this certificate in disbursing
      said funds, and shall inure to the benefit of Landlord, Lender, and their
      respective successors and assigns, and shall be binding upon Tenant and
      Tenant’s heirs, legal representatives, successors and
      assigns.  This certification shall not be deemed to alter or
      modify any of the terms and conditions of the Lease except to the extent
      specifically set forth herein.

                


        

         

        [NO
FURTHER TEXT ON THIS PAGE.  SEE NEXT PAGE FOR
SIGNATURE]



        
          
             


          

          
            H-18

            
              

            

          

          
             


          

        


        This
certificate shall be binding upon Tenant and its successors and assigns (if
any); and is given with the knowledge that it may be relied upon (a) by Landlord
and Lender (and/or their respective assignee(s) and/or successor(s)-in-interest
as owners of or investors in the Property, and their lending institution and its
servicer, if any), and (b) any party to whom Landlord grants the right to rely
upon this Estoppel Certificate.  The person signing this Tenant
Estoppel Certificate on behalf of the Tenant is a duly authorized agent of the
Tenant.

        


        
          
            
              
                
                  
                    
                      
                        
                          	  	 
      	
                                  Dated:
      __________________, 200__

                                
	 
      	 
      	 	 
      	 
      
	
                                  By:

                                	  
      	 	 
      	 
      
	 
      	
                                  Name:

                                	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                                  Its:

                                	  
      	 	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

         

        
          
             


          

          
            H-19

            
              

            

          

          
             


          

        


        EXHIBIT
A



        
          
             


          

          
            H-20

            
              

            

          

          
             


          

        


        EXHIBIT
I

        


        TENANT
APPROVED PLANS


        
          
             


          

          
            I-1

            
              

            

          

          
             


          

        


        Rider No.
1

        


        Right of First Refusal;
Right of First Offer

        


        Section
1:  Right of First Refusal

        


        (a)           Tenant
acknowledges and agrees that Landlord is currently marketing the remaining
leasable area of the Building for lease (the “Available
Space”).  Subject to the terms and conditions of this Section 1,
before Landlord leases any of the Available Space that is immediately adjacent
to the Premises in the expansion (as opposed to the original Building) portion
of the Building and cross-hatched on the building plan attached as Exhibit
A to this Lease (the “ROFO Space”) to any unrelated third party other
than Plastipak Packaging, Inc. or its affiliates or related entities
(collectively, “Plastipak”), Landlord will first offer such ROFO Space to Tenant
for lease on the same terms and conditions upon which Landlord proposes to lease
such ROFO Space to the third party by written notice to Tenant (“Landlord’s
Offer Notice”).

        


        (b)           Landlord’s
Offer Notice shall specify the rentable square footage and location of the ROFO
Space (together with a floor plan of such space), the Base Rent for the ROFO
Space, the specified rent commencement date and anticipated commencement date
therefor, and all other material terms and conditions which will apply to the
ROFO Space in question.  Tenant shall notify Landlord within fifteen
(15) business days of Tenant’s receipt of a Landlord's Offer Notice that (i)
Tenant unconditionally accepts Landlord’s offer to lease all (but not less than
all) of the ROFO Space offered in Landlord’s Offer Notice on the terms set forth
in the Landlord’s Offer Notice, or (ii) Tenant declines Landlord’s offer to
lease the ROFO Space offered in Landlord’s Offer Notice.  TIME SHALL
BE OF THE ESSENCE with respect to the giving by Tenant of an acceptance notice
pursuant to this Section 1(b).  If Tenant fails to timely notify
Landlord of Tenant’s election to lease the ROFO Space pursuant to this Section
1(b), Tenant shall be deemed to have elected not to lease the ROFO Space and
that Tenant rejects Landlord’s offer.  From and after the date Tenant
rejects or is deemed to have rejected a Landlord’s Offer Notice to lease any
ROFO Space under this Section 1(b), Tenant shall be deemed to have waived its
right to lease such ROFO Space, and Landlord shall thereafter be entitled to
lease such ROFO Space to any party on such terms and conditions as Landlord
shall determine in Landlord’s sole discretion, provided, however, if the base
rental rate in any such lease would be less than 90% of the base rental rate set
forth in Landlord’s Offer Notice to Tenant, or if Landlord fails to enter into a
third party lease for the ROFO Space within six (6) months following the
expiration of Tenant’s response period under this Section 1(b), Landlord shall
first re-offer the ROFO Space for lease to Tenant in accordance with the
provisions of this Section 1.



        
          
            
              Rider No.
1 – Page 1

            

             


          

          
             


            
              

            

          

          
             


          

        


        (c)           If
Tenant timely delivers its acceptance notice electing to lease the ROFO Space
set forth in Landlord’s Offer Notice, then, on the date on which Landlord
delivers vacant possession of such ROFO Space to Tenant in the condition
required by Landlord’s Offer Notice, unless modified by mutual agreement of
Landlord and Tenant (the “ROFO Space Commencement Date”), the ROFO Space shall
become part of the Premises, upon all of the terms and conditions set forth in
Landlord’s Offer Notice and otherwise upon all of the terms and conditions set
forth in this Lease, except that (i) the terms and conditions set forth in
Landlord’s Offer Notice shall govern and control with respect to the ROFO Space,
(ii) Tenant’s Share shall be revised to reflect the addition of the ROFO Space
to the Premises; and (iii) the provisions of Exhibit
D concerning Landlord’s
initial improvement obligations with respect to the Premises shall not apply
with respect to the ROFO Space and Landlord shall not be required to perform any
leasehold improvements, alterations or any other work, pay any Landlord’s
contribution or grant any work allowance (including any moving allowance) or any
other amount, grant any rent concessions, or render any services to make the
Building or the ROFO Space ready for Tenant’s use or occupancy, and Tenant shall
accept the ROFO Space in its “as is” condition on the ROFO Space Commencement
Date, except as may be set forth in Landlord’s Offer Notice, unless modified by
mutual agreement of Landlord and Tenant; and (iv) the term with respect to the
lease of the ROFO Space shall be co terminous with the Term.

        


        (d)           Notwithstanding
any contrary provision of this Section 1 or any other provision of this Lease,
Tenant’s right to elect to lease the ROFO Space is a one-time right and such
right shall be null and void and of no force or effect if (i) the Lease has been
terminated, (ii) Triumph Learning, LLC or a Permitted Transferee is no longer
the Tenant under this Lease, (iii) Tenant has subleased all or any portion of
the Premises or Tenant is not occupying the entire Premises for the conduct of
its business, or (iv) an Event of Default shall have occurred that is continuing
and uncured as of the date Tenant exercises the option to lease the ROFO Space
or upon the ROFO Space Commencement Date (collectively, the “ROFO
Conditions”).  The rights granted under this Section 1 shall be
personal to the originally named Tenant under this Lease and shall not apply in
favor of or be exercisable by any assignee of this Lease (other than a Permitted
Transferee), nor any sublessee of all or any portion of the
Premises.

        


        Section
2:  Right of First Offer

        


        (a)           Tenant
agrees that if Tenant rejects or is deemed to have rejected a Landlord’s Offer
Notice to lease any ROFO Space under  Section 1(b) of this Rider No.
1, Landlord may lease the ROFO Space to any third party subject to the terms of
Section 1(b) above (any such lease of the ROFO Space to another third party
being referred to herein as a “3rd Party
ROFO Lease”).  If, after the expiration or termination of any 3rd Party
ROFO Lease, before Landlord re-leases any ROFO Space to any third party other
than the existing occupant at any time during the Term of this Lease, Landlord
will first offer to lease such ROFO Space to Tenant, by written notice to Tenant
(“Landlord’s Section 2 Offer Notice”), on the same terms and conditions
(including, without limitation, any tenant improvement allowance) upon which
Landlord proposes to lease such ROFO Space to the third party except for the
base rent which shall be governed by the terms of this Section
2.  Notwithstanding the foregoing, Landlord shall have the right,
without being subject to Tenant’s rights under this Section 2, to grant the
existing tenant or other occupant of the applicable ROFO Space the right to
renew or continue its term of occupancy whether or not such rights are expressly
granted by a lease or other written instrument and whether or not such right to
renew or continue its term of occupancy is subsequently memorialized in a lease
or written instrument.



        
          
            
              Rider No.
1 – Page 2

            

             


          

          
             


            
              

            

          

          
             


          

        


        (b)           Landlord’s
Section 2 Offer Notice shall specify the rentable square footage and location of
the ROFO Space (together with a floor plan of such space), the Base Rent for the
ROFO Space as determined by Landlord (which shall equal 95% of the fair market
rental value (as defined in Section 2(c) below) for the ROFO Space), the
specified rent commencement date therefor, and all other material terms and
conditions which will apply to the ROFO Space.  Tenant shall notify
Landlord within fifteen (15) business days of Tenant’s receipt of a Landlord's
Section 2 Offer Notice that (i) Tenant unconditionally accepts Landlord’s offer
to lease all (but not less than all) of the ROFO Space on the terms set forth in
the Landlord’s Section 2 Offer Notice, or (ii) subject to the provisions set
forth in this Section, Tenant accepts Landlord’s offer to lease all (but not
less than all) the ROFO Space, but that Tenant disputes Landlord’s determination
of the fair market rental value set forth in Landlord’s Section 2 Offer Notice,
or (iii) Tenant declines Landlord’s offer to lease the ROFO
Space.  TIME SHALL BE OF THE ESSENCE with respect to the giving by
Tenant of an acceptance notice pursuant to this Section 2(b).  If
Tenant fails to timely notify Landlord of Tenant’s election to lease the ROFO
Space pursuant to this Section 2(b), Tenant shall be deemed to have elected not
to lease the ROFO Space and that Tenant rejects Landlord’s
offer.  From and after the date Tenant rejects or is deemed to have
rejected a Landlord’s Section 2 Offer Notice to lease, Landlord shall thereafter
be entitled to lease such previously offered ROFO Space to other parties on such
terms and conditions and for such rent as Landlord determines in its sole
discretion.  If Tenant timely so elects to lease the ROFO Space, but
disputes Landlord’s determination of fair market rental value for the ROFO
Space, and the parties do not agree on the fair market rental value within
thirty (30) days after delivery of such acceptance notice from Tenant, then
either party may initiate the arbitration procedure set forth in Section 1(b) of
Rider No. 2 of this Lease to determine the fair market rental value by giving
notice to the other within ten (10) business Days after the end of such thirty
(30) day period.  If neither party timely submits the dispute for
arbitration within such additional ten (10) business day period, Landlord’s
determination of fair market rental value for the ROFO Space in question shall
be binding on the parties.  For purposes of this Section 2(b), the
term “fair market rental value” of the ROFO Space shall mean the fixed annual
rent that a willing tenant would pay and a willing landlord would accept for
expansion premises in the same building as the original leased premises, taking
into account all then relevant factors and the then fair value of the
improvements in the ROFO Space.

        


        (c)           Upon
determination of the fair market rental value for the ROFO Space in question, or
if Tenant has accepted Landlord’s terms for the ROFO Space, Landlord and Tenant
agree to enter into an amendment to this Lease memorializing the addition of the
ROFO Space to this Lease and the amendment to the applicable defined terms
hereunder, but failure of the parties to execute such an amendment shall have no
effect on the effectiveness of the expansion of the Premises to include the ROFO
Space, and the economic terms associated therewith, as set forth
above.  Tenant’s lease of the ROFO Space shall be upon all of the
terms and conditions set forth in Landlord’s Section 2 Offer Notice and
otherwise upon all of the terms and conditions set forth in this Lease, except
that (i) the terms and conditions set forth in Landlord’s Section 2 Offer Notice
shall govern and control with respect to the ROFO Space leased pursuant to this
Section 2, (ii) the Base Rent for the ROFO Space shall be as determined pursuant
to this Section 2, (iii) Tenant’s Share shall be revised to reflect the addition
of the ROFO Space to the Premises; (iv) the provisions of Exhibit
D concerning Landlord’s
initial improvement obligations with respect to the Premises shall not apply
with respect to the ROFO Space and Landlord shall not be required to perform any
leasehold improvements, alterations or any other work, pay any Landlord’s
contribution or grant any work allowance (including any moving allowance) or any
other amount, grant any rent concessions, or render any services to make the
Building or the ROFO Space ready for Tenant’s use or occupancy, and Tenant shall
accept the ROFO Space in its “as is” condition on the ROFO Space Commencement
Date (as defined in Section 1 above), except as may be set forth in Landlord’s
Section 2 Offer Notice, unless modified by mutual agreement of Landlord and
Tenant, and (v) the term with respect to the lease of the ROFO Space shall be co
terminous with the Term.



        
          
            
              Rider No.
1 – Page 3

            

             


          

          
             


            
              

            

          

          
             


          

        


        (d)           Notwithstanding
any contrary provision of this Section 2 or any other provision of this Lease,
Tenant’s right to elect to lease the ROFO Space pursuant to this Section 2 shall
be null and void and of no force or effect if (i) the Lease has been terminated,
(ii) Triumph Learning, LLC or a Permitted Transferee is no longer the Tenant
under this Lease, (iii) Tenant has subleased all or any portion of the Premises
or Tenant is not occupying the entire Premises for the conduct of its business,
or (iv) an Event of Default shall have occurred that is continuing and uncured
as of the date Tenant exercises the option to lease the ROFO Space or upon the
ROFO Space Commencement Date (collectively, the “ROFO
Conditions”).  The rights granted under this Section 2 shall be
personal to the originally named Tenant under this Lease and shall not apply in
favor of or be exercisable by any assignee of this Lease (other than a Permitted
Transferee), nor any sublessee of all or any portion of the
Premises.

        


        All
references to Sections contained in this Rider No. 1 shall be deemed references
to the applicable Sections of this Rider No. 1 unless otherwise expressly
noted.



        
          
            
              Rider No.
1 – Page 4

            

             


          

          
             


            
              

            

          

          
             


          

        


        Rider No.
2

        


        Extension
Option

        


        1.           Option
to Extend.

        


        (a)           Provided
that, at the time of such exercise, (i) this Lease is in full force and effect,
and (ii) no Event of Default shall have occurred and be continuing (either at
the time of exercise or at the commencement of the Extended Term), Tenant shall
have the right and option to extend the Lease Term for one (1) extended term
(the “Extended Term”) of five (5) years by giving written notice to Landlord not
later than twelve (12) months prior to the expiration date of the original Lease
Term.  The effective giving of such notice of extension by Tenant
shall automatically extend the Term of this Lease for the Extended Term, and no
instrument of renewal or extension need be executed.  In the event
that Tenant fails timely to give such notice to Landlord, this Lease shall
automatically terminate at the end of the Lease Term then in effect, and Tenant
shall have no further option to extend the Lease Term.  The Extended
Term shall commence on the day immediately succeeding the expiration date of the
original Lease Term and shall end on the day immediately preceding the fifth
(5th)
anniversary of the first day of such Extended Term.  The Extended Term
shall be on all the terms and conditions of this Lease, except:  (i)
during the Extended Term, Tenant shall have no further option to extend the
Term, and (ii) the Base Rent for the Extended Term shall be equal to the Fair
Market Rental Value of the Premises (as hereinafter defined) for the Extended
Term, taking into account all relevant factors, determined pursuant to Section
1(b) below. For purposes of this Section 1, the “Fair Market Rental Value of the
Premises” shall mean the fixed annual rent that a willing tenant would pay and a
willing landlord would accept for the Premises during the Extended Term, taking
into account all then relevant factors.



        
          
            
              Rider No.
2 – Page 1

            

             


          

          
             


            
              

            

          

          
             


          

        


        (b)           Within
thirty (30) days after receiving Tenant’s notice extending the Lease Term of
this Lease pursuant to Section 1(a) above, Landlord shall provide Tenant with
Landlord’s good faith estimate of the Fair Market Rental Value of the Premises
for the upcoming Extended Term based upon rents being paid by tenants entering
into leases for comparable space, for a comparable term and in comparable
buildings in the Route 495 west suburban market and taking into account all then
relevant factors.  If Tenant disagrees with Landlord’s estimate of the
Fair Market Rental Value as set forth in Landlord’s notice referred to above,
Tenant shall notify Landlord within thirty (30) days after its receipt of
Landlord’s notice setting forth Tenant’s estimate of the Fair Market Rental
Value of the Premises and the parties agree in good faith to attempt to reach
agreement on the Fair Market Rental Value of the Premises for the Extended
Term.  If Tenant fails to notify Landlord that Tenant disagrees with
Landlord’s estimate and setting forth Tenant’s Fair Market Rental Value estimate
within such thirty (30) day period then Tenant will be deemed to have accepted
Landlord’s estimate of the Fair Market Rental Value for the Premises during the
Extended Term.  If the parties are unable to reach agreement thereon
within thirty (30) days after the delivery of such notice by Tenant, then either
party may submit the determination of the Fair Market Rental Value of the
Premises to arbitration by giving notice to the other party naming the
initiating party’s arbitrator within ten (10) business days after the expiration
of such thirty (30) day period.  Within twenty (20) days after
receiving a notice of initiation of arbitration, the responding party shall
appoint its own arbitrator by notifying the initiating party of the responding
party’s arbitrator.  If the second arbitrator shall not have been so
appointed within such twenty (20) day period, the initiating party shall deliver
written notice of such failure to the responding party and the responding party
shall have a period of ten (10) business days after receipt of such notice to
appoint its arbitrator and deliver written notice thereof to the initiating
party.  If the responding party fails to notify the initiating party
of its designated arbitrator within the foregoing additional ten (10) business
day period, then the second arbitrator shall be chosen in the same manner as
described below with respect to the selection of the third
arbitrator.  Upon the selection (or appointment, as the case may be)
of the second arbitrator, the two arbitrators thus appointed shall, within
fifteen (15) days after the responding party’s notice of appointment of the
second arbitrator, appoint a third arbitrator.  If the two initial
arbitrators are unable timely to agree on the third arbitrator, then either may,
on behalf of both, request such appointment by the Boston office of American
Arbitration Association, or its successor, or, on its failure, refusal or
inability to act, by a court of competent jurisdiction.  The Fair
Market Rental Value of the Premises for the Extended Term shall be determined by
the method commonly known as “baseball arbitration”, whereby Landlord’s selected
arbitrator and Tenant’s selected arbitrator shall each set forth its respective
determination of the Fair Market Rental Value of the Premises, and the third
arbitrator must select one or the other (it being understood that the third
arbitrator shall be expressly prohibited from selecting a compromise
figure).  Landlord’s selected arbitrator and Tenant’s selected
arbitrator shall deliver their determinations of the Fair Market Rental Value of
the Premises to the third arbitrator within five (5) business days of the
appointment of the third arbitrator and the third arbitrator shall render his or
her decision within ten (10) days after receipt of both of the other two
determinations of the Fair Market Rental Value of the Premises.  The
third arbitrator’s decision shall be binding on both Landlord and
Tenant.  All arbitrators shall be commercial real estate brokers who
have had at least ten (10) years experience in commercial leasing transactions
in the Route 495 south suburban market and, in the case of the third arbitrator,
shall not have acted in any capacity for either Landlord or Tenant within five
(5) years of his or her selection.  Each party shall pay the fees of
its own arbitrator, and the fees of the third arbitrator shall be shared equally
by the parties.  In the event Tenant initiates the aforesaid
arbitration process and as of the Commencement Date of the Extended Term the
amount of the Base Rent for the Extended Term has not been determined, Tenant
shall pay the amount determined by Landlord therefor and when the determination
has actually been made, an appropriate retroactive adjustment shall be made as
of the Commencement Date of the Extended Term if necessary.

        


        All
references to Sections contained in this Rider No. 2 shall be deemed references
to the applicable Sections of this Rider No. 2 unless otherwise expressly
noted.


        
          
            
              Rider No.
2 – Page 2