ex10-1.htm


    
      
        EXHIBIT
10.1

      

      


       

      OFFICE
BUILDING

      


      


       

      LEASE
AGREEMENT

      


      


       

      110 SPIT
BROOK

      


      


       

      NASHUA, NEW
HAMPSHIRE

       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

                         LEASE
AGREEMENT

      


      


       

      This
Lease Agreement is made and entered into as of June 9, 2004 by and between
HEWLETT-PACKARD


      COMPANY,
a Delaware corporation, acting by and through
its duly
authorized representative, hereinafter 

      referred
to as "Lessor", and SKILLSOFT CORPORATION, a Delaware corporation, hereinafter
referred to as "Lessee."

       

                    In
consideration of the mutual covenants as set forth herein, Lessee and Lessor
hereby agree as follows:

      


       

      SEC. 1.
LEASED PREMISES, COMMON AREAS AND PARKING:

       

      A.            Lessor
hereby leases to Lessee and Lessee hereby leases from Lessor, for

      the
rental and on the terms and conditions hereinafter set forth, approximately
37,416 sq.

      f t . of
"Rentable Area" (as hereinafter defined), the usable area of which is indicated
on

      the plan
attached hereto as Exhibit "A" and made a part hereof (the "Leased
Premises")

      on the
second floor of the office building 2 (the "Building") located on the parcel(s)
of

      land
known as and numbered 110 Spit Brook, Nashua, New Hampshire 03062
(the

      "Land").
The Building is part of a three-building complex located on the Land
(the

      "Complex")
that is operated and managed by Lessor as a single unit for cost
center

      purposes.

       

      B.            The
term "Rentable Area" as used herein shall mean the total of (i) the

      entire
area included within the Leased Premises covered by this Lease, being the
area

      bounded
by the inside surface of any exterior glass walls (or the inside surface of
the

      permanent
exterior wall where there is no glass) of the Building bounding such
Leased

      Premises,
the exterior of all walls separating such Leased Premises from any
public

      corridors
or other public areas on such floor, and the centerline of all walls
separating

      such
Leased Premises from other areas leased or to be leased to other lessees on
such

      f l oor,
and (ii) a pro rata portion of the area covered by the elevator lobbies,
corridors,

      restrooms,
mechanical rooms serving individual floors, electrical rooms, janitor
and

      telephone
closets, and other common areas in the Building. For all purposes of
this

      Lease,
(i) the Rentable Area of the Building shall be deemed to be 249,750 square
feet,

      (ii) the
Rentable Area of the Complex shall be deemed to be 751,254 square feet, and
(iii)

      the
Rentable Area contained within the Leased Premises shall be deemed to be
the

      number of
square feet set forth above. Neither the Base Rent nor any other obligation
of

      Lessee
hereunder shall be increased or reduced by a determination that the amount
of

      Rentable
Area in the Leased Premises, the Building or the Complex is more or less
than

      as set
forth in this Section 1.

       

      C.           Lessee
acknowledges that the Leased Premises will be delivered to it in

      their "as
is" condition (except for the work to be performed by Lessor as described
in

      Paragraph
2 of the Rider attached hereto and made a part hereof (the "Rider")), that
it

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

          has had an
opportunity to inspect the Leased Premises, and that Lessor has made
no

          warranties or
representations as to the condition of the Leased Premises or as to
its

          sufficiency
for Lessee's purposes or needs, or its conformity with "Legal
Requirements"

          or "Insurance
Requirements" (as hereinafter defined). Lessee's occupancy of the
Leased

          Premises
shall be deemed an acknowledgement that the condition of the Leased
Premises

          is
satisfactory and that Lessor, to the best knowledge of Lessee, has fulfilled
all

          obligations,
if any, with respect to the condition of the Leased Premises. Lessee
shall

          have the
right to access the Leased Premises twenty-four (24) hours per day, every day
of

          the calendar
year, subject to Lessor's security procedures. Lessee's employees
shall

          carry
building identification cards at all times within the Building.

      


       

      D.            Lessee
shall have the right, as appurtenant to the Leased Premises, to use

            (i)
the ground floor Building entrance lobby, (ii) the common corridors, elevators
and

           
stairways providing access to and egress from the Leased Premises within the
Building,

            (iii)
common rest rooms located on the second floor of the Building, and (iv) the
loading

            docks
serving the Building during normal business hours, provided that such use does
not

           
conflict with Lessor's use of the loading docks. Lessor shall make a small room
in the

            area
of the loading dock available to Lessee for its exclusive use in connection
with

           
Lessee's loading and unloading activities. Lessee shall have no right of access
to or use

            of any
other areas within the Building, including the cafeteria, and shall not enter
into the

           
same.

       

                        E.            Lessee,
its employees, and invitees, shall have the right to park passenger

                    motor
vehicles in the parking area located on the Land while conducting business in
the 

                    Leased
Premises;
provided that the number of parking spaces to be used by Lessee, its


                    employees
and invitees at any one time shall not exceed five spaces per 1,000 square
feet

                    of
Rentable Area in the Leased Premises. All parking spaces shall be unreserved and


                    non-designated.

      


       

      SEC. 2.
TERM:

       

                        A.            Subject
to and upon the conditions set forth herein, the initial term of
this

                         Lease (the "Initial Term")
shall commence on June 15, 2004 (the "Commencement

                
 Date") and shall end at midnight on June 14, 2009 (the
"Stated Expiration Date").

      


                         B.          1. Subject
to, and in accordance with, the provisions of this Section

            2.B,
Lessee shall have the following options to extend the Lease Term: (i) the option
(the

                   
"First Extension Option") to extend the Lease Term for a period of up to five
(5) years

                   
(the "First Extension Term"), commencing upon the expiration of the Initial
Term; and

                   
(ii) the option (the "Second Extension Option") to extend the Lease Term for a
period of

                   
up to five (5) years (the "Second Extension Term"), commencing upon the
expiration of

                   
the First Extension Term (the First Extension Option and the Second Extension
Option

                   
are sometimes referred to in this Lease, generically, as an "Extension Option";
the First

                   
Extension Term and the Second Extension Term are sometimes referred to in this
Lease,

                   
generically, as an "Extension Term"). Lessee shall not have the right to
exercise an

                   
Extension Option unless, as of each of (a) the date on which Lessee gives to
Lessor

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

                   
written notice of its intention to exercise an Extension Option and (b) the
first day of the

                   
corresponding Extension Term, (i) there then exists no "Event of Default" (as
hereinafter

                   
defined) hereunder, nor any event or condition that, with the giving of notice
and/or the

                    passage
of time, would constitute an Event of Default hereunder, and (ii) the
Lessee

                   
named in the Preamble has not assigned this Lease without Lessor's consent, or
subleased

                   
any portion of the Leased Premises. In addition, Lessee's right to give to
Lessor a

                   
"Notice of Intention to Exercise Extension Option" (as hereinafter defined)
shall

                   
automatically terminate effective upon the conveyance by Hewlett-Packard Company
of title to

                   
the Complex to a third party, and all Extension Options that have not been
validly exercised by 

                   
Lessee in accordance with the terms of this Section 2.B shall be void and of no
further force or 

                   
effect from and after the date of such conveyance of title.

      


                        2.            If
Lessee intends to exercise an Extension Option, Lessee shall

                   
give written notice to Lessor of such intention (a "Notice of Intention to
Exercise

                   
Extension Option") not earlier than fifteen (15) months prior to the
then-Stated

                   
Expiration Date and not later than nine (9) months prior to such then-Stated
Expiration

                   
Date. Lessee must give a separate Notice of Intention to Exercise Extension
Option

                   
within the time periods stated in the immediately preceding sentence with
respect to each

                   
Extension Option that Lessee intends to exercise. Lessee shall state in each
Notice of

                   
Intention to Exercise Extension Option the number of entire (but not partial)
years (which

                   
shall be not less than one nor more than five years) that Lessee desires to
include in the

                   
Extension Tenn. with respect to which Lessee is giving such Notice of Intention
to

                   
Exercise Extension Option.

      


                           
3.            If
Lessee gives a Notice of Intention to Exercise Extension Option

                   
in accordance with the provisions of this Section 2.B with respect to the First
Extension

                    
Option, then:

      (i)


            If the
duration of the First Extension Term specified in the Notice

            of Intention
to Exercise Extension Option is one year, then (a) the

            Lease Term
shall be deemed extended for a First Extension Term

            of one (1)
year, which shall constitute the full exercise of the First

            Extension
Option and (b) the parties shall proceed to determine

            Base Rent for
the First Extension Term in the manner provided in

            the Rider;
or


      

       

      (ii)


            If the
duration of the First Extension Term specified in the Notice

            of Intention
to Exercise Extension Option is more than one year,

            then,
notwithstanding anything to the contrary herein contained, in

            the event
that Lessor determines in good faith that Lessor will

            require the
use of some or all of the Leased Premises for its own

            business
operations after the expiration of the Initial Term, Lessor

            shall have
the right to negate Lessee's intention to exercise the

            First
Extension Option as set forth in such Notice of Intention to

            Exercise
Extension Option (and thereby void all Extension Options

            and cause the
Lease Term to expire at the end of the Initial Term)

      

          


        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

                                    by giving written notice of the
same to Lessee within thirty (30)

                                                                                              
days after Lessor receives Lessee's Notice of Intention to Exercise

                                                                                              
Extension
Option. If Lessor does not give such written notice of

                                                                                              
negation
within such 30-day period, then (a) the Lease Term shall 

                                                                                              
be
deemed extended for a First Extension Term equal to the period

                                                                                              
set
forth in the Notice of Intention to Exercise Extension Option,

                                                                                              
which
shall constitute the full exercise by Lessee of the First

                                                                                              
Extension
Option, and (b) the parties shall proceed to determine

                                                                                              
Base Rent
for the First Extension Term in the manner provided in

                                                                                              
the
Rider. For the purposes of this Lease, the phrase "Lessor will

                                                                                              
require
the use of some or all of the Leased Premises for its own

                                                                                              
business
operations" shall mean that some or all of the Leased

                                                                                              
Premises
will be occupied by Lessor and its employees, and not be

                                                                                              
leased to
or occupied by third parties.

      


                                                             4.            If
Lessee validly exercised the First Extension Option and Lessor

                   
did not timely give notice to Lessee pursuant to Section 2.B.3(ii) above to
negate the

                    exercise
of the First Extension Option, then Lessee shall have the right to give a Notice
of

                   
Intention to Exercise Extension Option in accordance with the provisions of this
Section

                   
2.B with respect to the Second Extension Option. If Lessee so gives a Notice of
Intention

                   
to Exercise Extension Option in accordance with the provisions of this Section
2.B with

                   
respect to the Second Extension Option, then Lessee shall state in such Notice
the desired

                   
duration of the Second Extension Term. Notwithstanding anything to the contrary
herein

                   
contained, in the event that Lessor determines in good faith that Lessor will
require the

                    use
of some or all of the Leased Premises for its own business operations after
the

                   
expiration of the First Extension Term, Lessor shall have the right to negate
Lessee's

                   
intention to exercise the Second Extension Option as set forth in such Notice of
Intention

                   
to Exercise Extension Option (and thereby void the Second Extension Option and
cause

                   
the Lease Term to expire at the end of the First Extension Term) by giving
written notice

                   
of the same to Lessee within thirty (30) days after Lessor receives Lessee's
Notice of

                    
Intention to Exercise Extension Option with respect to the Second Extension
Option. If

                   
Lessor does not give such written notice of negation within such 30-day period,
then (a)

                   
the Lease Term shall be deemed extended for a Second Extension Term equal to
the

                   
period set forth in the Notice of Intention to Exercise Extension Option, which
shall

                    constitute
the full exercise by Lessee of the Second Extension Option, and (b) the
parties

                   
shall proceed to determine Base Rent for the Second Extension Term in the
manner

                   
provided in the Rider.

       

                                                    C.
All the provisions of this Lease shall apply during each of the
Extension

                                                           
Terms
without any further action by Lessor or Lessee except that (i) Base Rent
during

                                                            each
Extension Term shall be the "Fair Market Rent" determined in accordance with
the

                                                           
Rider,
and (ii) there shall in no event be more than two Extension Terms. As used in
this

                                                           
Lease,
(a) the term "Lease Term" shall mean the Initial Term as it may be extended
by

                                                            any
Extension Term pursuant to an Extension Option validly exercised by Lessee
in

                                                            accordance
with the provisions of Section 2.B, and (b) the term "Stated
Expiration

                                                           
Date"
shall mean the last day of the Initial Term (or, if the Lease Term has been
extended

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

                   
pursuant to an Extension Option validly exercised by Lessee in accordance with
the provisions of 

                   
Section 2.B, the last day of the corresponding Extension Term).

       

      SEC. 3.
USE: The Leased Premises shall be used and occupied by Lessee solely for
general

      office
and software development purposes (the "Permitted Uses"), and for no other use
or

      purpose.
In its use of the Leased Premises, Lessee shall, at its sole cost and expense,
comply

      with
applicable "Legal Requirements" and "Insurance Requirements" (as hereinafter
defined).


       

      SEC. 4.
SECURITY DEPOSIT: Upon the execution of this Lease, Lessee shall deposit
with

      Lessor
the sum of $21,826.00 (the "Security Deposit") as security for the punctual
performance

      of each
and every obligation of Lessee under this Lease and not as a prepayment of
rent

      hereunder.
Lessor may commingle the Security Deposit with Lessor's other funds, and
no

      interest
shall be due thereon. Lessor may use the Security Deposit to cure any default by
Lessee

      and, in
the event that Lessor so applies all or any portion of the Security Deposit,
Lessee shall

      pay to
Lessor, as Additional Rent, the amount so expended by Lessor within (i) ten (10)
days of

      notice
given by Lessor in the case of amounts of more than $500 so expended, or (ii)
fifteen (15)

      days of
notice given by Lessor in the case of amounts of not more than $500 so expended,
so that

      at all
times (subject to the grace periods hereinabove referenced) Lessor shall be
entitled to hold

      the full
Security Deposit. Any failure of Lessee to restore any amount expended from
the

      Security
Deposit within the applicable grace period specified in this Section shall
immediately

      constitute
an Event of Default hereunder without the necessity of any further notice or
passage of

      time.
Lessor shall assign the Security Deposit to any successor or assign of Lessor
under this

      Lease,
and thereafter Lessor shall have no further responsibility therefor. Within
thirty (30) days

      after the
expiration or earlier termination of the Lease Term, Lessor shall inspect the
Leased

      Premises,
make such deductions from the Security Deposit as may be required to cure
any

      defaults
by Lessee hereunder, and, if Lessee is not then in default hereunder, pay the
balance of

      the
Security Deposit to Lessee.

       

          
SEC. 5. BASE RENT: As part of the consideration of the execution of this Lease,
Lessee

          
covenants and agrees and promises to pay base rent ("Base Rent") for the Initial
Term described

          
in Section 2.A above, at the rate of $261,912.00 per year, payable in monthly
installments of

          
$21,826.00. Base Rent during an Extension Term shall be the "Fair Market Rent"
as defined in,

          
and determined pursuant to, the provisions of the Rider, and shall be payable in
equal monthly

          
installments. Until Lessor gives Lessee other instructions, Base Rent and all
other amounts due

          
under this Lease (collectively, "Additional Rent") shall be payable by Lessee to
Lessor at the

          
address of Lessor set forth below (or at such other address as Lessor may from
time to time

          
specify in writing to Lessee):

       

      Hewlett-Packard
Company

      c/o
MacMunnis,
Inc.

      1840 Oak
Avenue

      Suite
300

      Evanston,
Illinois 60201

          


                             
The Base Rent payable hereunder shall be payable in legal tender of the United
States of

                              
America,
in advance, without demand and without offset, abatement or deduction (except
as

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      otherwise
expressly provided in this Lease), commencing on September 15, 2004 (the "Rent
Commencement 

      Date")
and continuing on the first day of each calendar month during the Lease Term
thereafter;
provided,

       however that
the first installment of Base Rent shall be paid on September 15, 2004. Base
Rent for the 

      period
September 15 - 30, 2004, and for any partial month at the expiration or earlier
termination of this Lease, 

      shall be
pro-rated.

      


                              
Any Base Rent or Additional Rent (collectively, "Rent") not received by the
Lessor within five

                             
 (5)
days after the date on which the same is due hereunder, shall be accompanied by
a late charge 

                              
of
5% of the amount of such overdue installment of Rent.

       

                               Notwithstanding
anything to the contrary contained in this Lease, provided that no

                              
"Event of
Default" (as hereinafter defined) has occurred, Lessee shall be entitled to a
credit

                              
against
each monthly installment of Base Rent due and payable during the Initial Tenn in
the

                              
amount of
$2,598.33 per month, commencing on the Rent Commencement Date. In the
event

                              
that this
Lease is terminated by reason of the occurrence of an Event of Default
hereunder,

                              
Lessee
shall not be entitled to such credit with respect to any period from and after
the effective

                             
date of
such termination.

      


       

      SEC. 6.
ESCALATION RENT: For purposes of this Section:

       

                           
A. "Operational Expenses" means all expenses, costs and disbursements
of

                    every
kind and nature as determined in accordance with Lessor's accounting
practices

                                                           
which the
Lessor shall pay or become obligated to pay because of, or in connection
with,

                                                            the
ownership, management, or operation of the Land, the Building, the Complex, or
any

                                                           
other
improvements located on the Land (collectively, the "Property"), including
the

                                                           
following:

       

              
(i)            Wages
and salaries of all employees engaged in operation and

                       maintenance
of the Property, including taxes, insurance and benefits relating

                       
thereto, and fees for managing the Property; provided, however,
that there shall

                      
be excluded from Operational Expenses for the purposes of this Lease
any

                      
management fee paid by Lessor in excess of that typically paid by landlords
in

                      
connection with the provision of a similar level of management services
to

                      
comparable buildings in the vicinity of the Property in arm's length
transactions

                      
between unaffiliated parties.

       

                  
(ii)            All
supplies, materials and tools used in the operation,

                  
maintenance, repair and security of the Property and Property facilities (with
the

                  
cost of any such supplies, materials and tools that are used at more than one of
Lessor's 

                  
properties being pro-rated among such properties).

       

                   (iii)            Cost
of all utilities, including gas, water, electricity, heating, air

                  
conditioning, and ventilation, for the Complex, including lighting the
Property.


       

                   (iv)            Cost
of all janitorial, security, maintenance and service

                                      
agreements, including window cleaning, snow removal and elevator
maintenance.


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

                  
(v)            Cost
of casualty and liability insurance applicable to the Property

                                   
and Lessor's personal property used in connection therewith; provided, however,


                                  
 that if the cost of such insurance increases by reason of a specific use
being made

                                  
 of portion(s) of the Property by Lessee, Lessor or another occupant
(rather than by

                                  
 reason of increases in premiums for such insurance generally applicable
to

                                  
office/R&D use), then the amount of such increase attributable to such
specific

                                  
use shall be excluded from Operational Expenses and shall be charged to
and

                                  
payable by the party(ies) whose use has resulted in such increase in
insurance

                                  
costs.

       

                   (vi)            Property
Taxes. The term "Property Taxes" shall mean all ad

                   valorem
taxes, personal property taxes and all other taxes, assessments, use
and

                  
occupancy taxes, transit taxes, water and sewer charges, excises, levies,
license

                  
and permit fees and all other similar charges (but specifically excluding
federal

                   and
state taxes on income), if any, whether federal, state, county or municipal,
and

                  
whether they be taxing districts or authorities presently taxing the Property or
any

                  
portion thereof, which are levied, assessed, or imposed upon or become due
and

                  
payable in connection with, or a lien upon, the Land, the Building, the
Complex,

                   the
Property, or facilities used in connection therewith and rentals or
receipts

                  
therefrom, and all taxes of whatsoever nature that are imposed in substitution
for

                  
or in lieu of any of the taxes, assessments, or other charges included in
this

                  
definition of "Property Taxes."

       

                   (vii)            Cost
of repairs and general maintenance (excluding repairs and

                   general
maintenance paid by proceeds of insurance or by Lessee or other
third

                  
parties, and alterations attributable solely to lessees of the Complex other
than

                   Lessee); provided, however,
that for the purposes of this Lease (a) there shall be

                  
excluded from Operational Expenses repairs and general maintenance
costs

                  
incurred by Lessor with respect solely to either Building 1 or Building 3 of
the

                  
Complex and no portion of which is incurred with respect to Building 2 of
the

                  
Complex (i.e., the Building in which the Leased Premises are located); and
(b)

                   with
respect to costs incurred by Lessor pursuant to Section 8.A below that
would

                  
be classified as "capital" under generally accepted accounting practices,
such

                  
costs (together with interest thereon at an annual rate equal to the prime rate
at the

                  
time of such expenditure plus two (2) percentage points) shall be amortized on
a

                   straight-line
basis over an appropriate period reasonably selected by Lessor in

                  
accordance with generally accepted accounting practices, and there shall
be

                  
included in Operational Expenses for each year on account thereof only
the

                  
amount of such year's amortization amount.

       

      B.           "Proportionate
Share" shall be the figure obtained, as expressed in a 

      percentage,
by dividing the Rentable Area of the Leased Premises by the total
Rentable

      Area of
the Complex. For the purposes for this Section, the parties hereto agree
that

      Lessee's
Proportionate Share is 4.98%; provided, however,
that with respect to

      Operational
Expenses incurred with respect to less than all of the three buildings
included


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

                    
in the Complex, Lessee's Proportionate Share thereof shall be the figure
obtained, as expressed in a percentage, 

                    
by dividing the Rentable Area of the Leased Premises by the total Rentable Area
of the buildings of the Complex 

                   
 with respect to which such Operational Expenses were
incurred.

      


                        C.           Lessee
shall pay to Lessor as Additional Rent its Proportionate Share of
all

                    Operational
Expenses in the following manner:

       

                          
(i)           Lessee
shall, for the portion of the Lease Term contained in calendar year

                                  
2004, pay to Lessor on account of Lessee's Proportionate Share of Operational
Expenses

                                  
the sum of $22,792.58 per month (computed on the basis of $7.3 1 /sf/year x
37,416 sf), on

                                  
the Rent Commencement Date and on the first day of each calendar month
thereafter

                                  
during calendar year 2004 (with the first payment on account of Operational
Expenses to

                                  
be made on September 15, 2004 and to be in an amount equal to the pro-rated
remainder

                                  
for the month of September, 2004). Subsequent payments on account of
Operational

                                  
Expenses shall be due and payable on the first day of every calendar month
during the

                                  
term of this Lease. Lessee acknowledges that the amount set forth in the first
sentence of

                                  
this subsection (i) is only a good faith estimate of the amount of Lessee's
Proportionate

                                  
Share of Operational Expenses for calendar year 2004. Within a reasonable time
after the

                                  
commencement of each calendar year after 2004 (hereinafter called a
"Subsequent

                                  
Year"), Lessor shall notify Lessee in writing of the amount of Lessor's good
faith

                                  
estimate of Lessee's Proportionate Share of Operational Expenses for such
Subsequent

                                  
Year. In each Subsequent Year, Lessee shall pay to Lessor on the first day of
each and

                  
               
every month during such Subsequent Year, a sum equal to one-twelfth of
Lessor's

                                  
estimate of Lessee's Proportionate Share of the Operational Expenses for such
year;

                                  
provided, however, that Lessor shall have the right from time to time to
deliver updated

                                  
written estimates to Lessee of the monthly installments to be paid by Lessee to
Lessor on

                                  
account of Lessee's Proportionate Share of Operational Expenses, in which case
Lessee

                                   shall
thereafter pay such revised amount to Lessor on the first day of each calendar
month

                                  
during the Lease Term. Lessee acknowledges that any such estimate provided by
Lessor

                                  
is only a good faith estimate of the amount of Lessee's Proportionate Share
of

                                  
Operational Expenses during such period; or in the alternative

       

                                  
(ii)            Within
ninety (90) days after the end of any quarter or calendar year

                                   included
(in whole or in part) within the Lease Term, Lessor shall give written notice
to

                                  
Lessee of the amount of such Additional Rent due from Lessee, and Lessee agrees
to make 

                                  
payment of the Additional Rent due from Lessee to Lessor within ten (10)
days

       
                          
following receipt of this notice.

      
 

                                       Within
ninety (90) days after the end of calendar year 2004 Lessor shall give
to

                                      
Lessee a computation of Lessee's Proportionate Share of Operational Expenses for
the

                                       period
September 15 - December 31, 2004, and within ninety (90) days after the end
of

                                       each
Subsequent Year Lessor shall give to Lessee a computation of
Lessee's

                                       Proportionate
Share of Operational Expenses for such Subsequent Year, and within
ten

                                      
days following receipt of such computation Lessee shall pay to Lessor its
Proportionate

                                       Share
of Operational Expenses as shown on such computation less the payments made
by

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



                                                      
Lessee to Lessor pursuant to this subparagraph (ii) during the preceding
calendar year, or if Lessee has overpaid 

                                                       such
Proportionate Share, the Lessor shall refund any overpayment or credit the same
against Lessee's Proportionate

                                                     
 Share of Operational Expenses for the next succeeding calendar
year.

       

                                  
If the Lease Term commences after the beginning of a calendar year or
expires

                                  
before the end of a calendar year, Lessee's Proportionate Share of Operational
Expenses

                                  
for such year shall be adjusted proportionately. Lessee's obligations under this
Section

                                  
6.C shall survive the expiration or earlier termination of this Lease with
respect to the portion of the 

                                  
calendar year occurring prior to the effective date of such expiration or
earlier

                                   termination.

       

                                  
The parties hereby agree that the amount to be paid by Lessee on account of
electricity charges shall be

                                  
separately determined in accordance with the provisions of Section 7 below,
rather than included in the

                                  
amount of Operational Expenses with respect to which Lessee is obligated to pay
Lessee's Proportionate 

                                  
Share thereof. Notwithstanding the different method of calculation of the amount
of Lessee's obligation 

                                  
with respect to electricity charges, references in this Lease to Lessee's
obligation to pay "Lessee's

                                  
Proportionate Share" of Operational Expenses shall be deemed to include the
amount of Lessee's 

                                  
obligation with respect to electricity charges as determined in accordance with
the provisions of Section 

                                   
7 below.

      


                            D.            Upon
Lessee's written request made within one hundred twenty (120)

                                                           
days
after the end of a calendar year, Lessor shall provide to Lessee (i) copies of
Property

                                                           
Tax
bills for the prior calendar year, and (ii) copies of Lessor's cost center
reports

                                                            
relating
to the Complex for the prior calendar year. In the event that the materials
so

                                                           
provided
demonstrate that Lessee has made an overpayment of Operational Expenses
for

                                                            such
calendar year, Lessor shall credit the amount of such overpayment to the
next

                                                           
succeeding
payment(s) of Base Rent and Additional Rent due hereunder (or, if this
Lease

                                                           
has
expired without Lessee then being in default hereunder, Lessor shall refund
the

                                                           
amount of
such overpayment to Lessee). Lessor shall have no obligation to provide
any

                                                           
documentation
to Lessee in response to any such request by Lessee other than those
items

                                                           
expressly
identified in this Paragraph D.

       

      SEC. 7.
SERVICES AND UTILITIES: Subject to the provisions of this Lease, Lessor shall
furnish to Lessee the 

      following
services during the Lease Term:

       

                    
(a)            Janitorial
service for Building standard items, which shall initially be in

                   
accordance with the standards set forth on Exhibit "C" attached hereto and made
a part

                    
hereof.


       

                    
(b)            Elevator
service during normal business hours (with reduced passenger
elevator

                   
service made available outside normal business hours).

       

                    (c)            Air
conditioning and heating as reasonably required in Lessor's judgment
for

                    
comfortable use and occupancy of the Leased Premises under normal office
conditions or

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

                    
in accordance with applicable governmental regulations or guidelines; provided, however, that
Lessor shall 

                   
be obligated to furnish heat or air conditioning to the Leased Premises only at
such times and on such days

                    as
are necessary, in Lessor's judgment, to meet the needs of the occupants of the
Building; and Lessor shall 

                    not
be required to furnish heat and air conditioning before 7:00 A.M. or after 7:00
P.M. on week days, or on 

                   
weekends or holidays observed by Lessor.

       


       

                    
(d)            Electricity
for normal office use.

       

                     (e)            Tempered
and refrigerated water at those points of supply provided for
general

                   
use of other lessees in the Complex.

       

                   
The cost to Lessor of providing the above-referenced services shall be included
in

                    Operational
Expenses. No interruption or malfunction of any such services shall render
Lessor

                   
liable for damages or entitle Lessee to be relieved from any of its obligations
hereunder or grant

                   
Lessee any right of set-off or recoupment. Unless expressly set forth in this
Section, Lessor shall

                    have
no obligation to provide any utility or service to the Leased Premises or the
Building.

       

                   
For purposes. of calculating the amount of Lessee's payment obligation with
respect to

                   
electricity charges hereunder (the "Electricity Charge"), the base amount (the
"Base Electricity

                   
Charge") of electricity charges to be paid by Lessee shall be $3.18 per year per
square foot of

                   
Rentable Area in the Leased Premises ($118,982.88 per year), based upon the rate
charged to

                   
Lessor as of the date of this Lease by the company providing electricity to the
Complex of

                     $.09/KwH
(the "Base Electricity Rate"). Subject to the provisions of the last paragraph
of

                   
Section 6.C above, the Electricity Charge shall be included in Operational
Expenses and shall be

                   
payable by Lessee to Lessor at the times and in the manner provided in Section 6
above for the

                   
payment of Lessee's Proportionate Share of Operational Expenses. If, from time
to time, the rate

                   
charged to Lessor for electricity service to the Complex by the company
providing the same (the

                   
"Electricity Rate") should increase above the Base Electricity Rate,' the
Electricity Charge

                    payable
by Lessee hereunder shall increase effective as of the date of such increase in
the

                   
Electricity Rate, which increased Electricity Charge shall be calculated by
multiplying the Base

                   
Electricity Charge by a fraction, the numerator of which is the most recent
increased Electricity

                   
Rate and the denominator of which is the Base Electricity Rate. The parties
acknowledge and

                   
agree that the Base Electricity Charge has been established based on the
assumption that Lessee

                   
will consume electricity in the Leased Premises at a rate comparable to that of
other occupants of

                   
administrative/office space in comparable buildings in the vicinity of the
Property; if at any time

                   
Lessee's consumption should exceed this amount, Lessor reserves the right to
adjust the amount

                   
of the Electricity Rate accordingly.

       

                    
In addition, Lessee shall pay to Lessor, as Additional Rent, monthly as billed,
such

                   
charges as may be separately metered or submetered with respect to the Leased
Premises. At the

                   
request of Lessee, or upon Lessor's own initiative, Lessor shall install a
separate meter or

                   
submeter to measure the consumption of one or more utilities in the Leased
Premises. The cost

                   
of installation of such meters or submeters shall be borne equally by Lessor and
Lessee. From

                    and
after the installation of any such separate meter or submeter, Lessee shall pay
the full

                   
amount for the utility so metered or submetered based on such meter or submeter
reading. In

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

                                
lieu of requesting the installation of a meter or submeter, Lessee and Lessor
shall each have the right to cause the 

                               
applicable utility provider to perform an audit of the consumption of such
provider's utility service within the 

                               
Leased Premises, at the sole expense of the party requesting such audit, the
report of which audit shall be shared 

                                with
the other party to this Lease. If such audit report demonstrates that the actual
cost of such utility service as

                                consumed
within the Leased Premises is less than or more than the amount paid by Lessee
based on its 

                               
Proportionate Share of the total charge for such utility to the Complex (or, in
the case of electricity charges, 

                               
if such audit report demonstrates that the actual cost of electricity
attributable to the Leased Premises is less than 

                                or
more than the then-current Electricity Charge as determined in accordance with
the provisions of this Section 7), 

                               
Lessee and Lessor shall make an equitable adjustment to the amount of such
charge on a prospective basis.

      


       

               
In the event that Lessee desires air conditioning or heating at any time or
times other than

               
as specified in subparagraph (c) of this Section 7 and Lessor consents to the
furnishing of such

               
service at the time or times requested by Lessee, Lessee shall be charged for
such air

            
   conditioning or heating furnished by Lessor during such periods at
Lessor's then standard hourly

               
rate applicable during the periods when such services are furnished (which rate
shall reflect the

               
actual cost to Lessor (including depreciation) of operating the air conditioning
or heating system

                after
normal business hours). Such rate may be changed by Lessor at any time and from
time to

               
time during the term of this Lease as Lessor's cost of providing such service
changes.

               
Lessor shall have the right, exercisable upon reasonable advance notice to
Lessee (except

                in
the case of an emergency, when only such notice as is practicable under the
circumstances

               
need be given), to temporarily suspend any utility service to the Leased
Premises or the Building

                (or
any portion thereof) in order to facilitate the performance of construction,
repair, restoration,

               
or alteration activities. Lessor shall make reasonable efforts to provide
substitute utility service

               
for any service so suspended, but Lessor shall not be liable to Lessee for any
such suspension.


       

      SEC. 8.
MAINTENANCE, REPAIRS, ACCESS AND USE:

       

                           
A.           Lessor
shall, except as otherwise provided herein, provide for the

                                                           
maintenance
and repair of the exterior walls, exterior windows, roof, structural
elements,

                                                           
common
areas, and Building systems equipment (other than equipment installed by
any

                                                            lessee),
the cost of which shall be included in Operational Expenses. Unless
otherwise

                                                           
expressly
stipulated herein, Lessor shall not be required to make any improvements
or

                                                           
perform
any maintenance or repairs of any kind or character on the Leased Premises
or

                                                           
the
Building during the Lease Term except that Lessor shall make such modifications
to

                                                           
the
Building (including the Leased Premises) as may be required in order to comply
with

                                                           
"Legal
Requirements" (as hereinafter defined) applicable to general office use that
first

                                                           
become
effective after the date of this Lease, the cost of which modifications shall
be

                                                           
included
in Operational Expenses; provided, however,
that if such newly-enacted Legal

                                                           
Requirements
require any modifications to be made to the Leased Premises by reason
of

                                                            any use
being made thereof other than general office use (without intending hereby
to    

                                                           
modify
the definition of "Permitted Uses" set forth in Section 3 above), then
such

                                                           
modifications
shall be made by Lessor at the sole cost of Lessee. Lessee shall
promptly

                                                           
give
Lessor written notice of any damage in the Leased Premises or the
Building

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

                    requiring
repair by Lessor, and Lessor shall not be liable for any damages resulting from
the 

            failure
to make any such repair.

      


                           
B.            Lessor,
its officers, agents and representatives shall have the right to
enter

                                                           
all
parts of the Leased Premises at all reasonable hours to inspect, clean, make
repairs,

                                                            alterations
and additions to the Building or Leased Premises which it may deem

                                                           
necessary
or desirable, or to provide any service which it is obligated to furnish
to

                                                            Lessee,
or to show the Leased Premises to prospective lessees during the last six
(6)

                                                           
months of
the Lease Term, and Lessee shall not be entitled to any abatement or
reduction

                                                           
of
Rent by reason thereof. Except in case of emergency, such entry shall be made
upon

                                                           
at
least twenty-four (24) hours' advance written notice to Lessee, and persons
making

                                                           
such
entry shall be accompanied by a representative of Lessee (unless Lessee fails
to

                                                           
make such
a representative available after Lessor timely gives such notice).

                                                           
Notwithstanding
anything to the contrary contained in this Lease, in the event of
an

                                                           
emergency,
Lessor shall be permitted to enter upon the Leased Premises at any time
and

                                                           
with only
such notice (if any) to Lessee as is practicable under the
circumstances.

      


                                    
C.            Lessor
may at its option and at the cost and expense of Lessee, repair or

                                                           
replace
any damage or injury done to the Building or any part thereof, caused by
Lessee,

                                                            
Lessee's
agents, employees, licensees, invitees or visitors; Lessee shall pay the
cost

                                                            thereof
to Lessor as Additional Rent, on demand. Lessee further agrees to maintain
and

                                                           
keep the
interior of the Leased Premises, all alterations, additions or changes to
the

                                                           
Leased
Premises made by Lessee, and all equipment installed by Lessee in the
Building,

                                                            in good
repair and condition (reasonable wear and tear excepted), at Lessee's
expense.

                                                           
Lessee
agrees not to commit or allow any waste or damage to be committed on
any

                                                            portion
of the Leased Premises, and at the termination of this Lease, by lapse of time
or

                                                           
otherwise,
and to maintain the Leased Premises in as good condition as on date of
first

                                                           
possession
by Lessee, reasonable wear and tear alone excepted.

      


                                   
D.            Lessee
will not: use, occupy or permit the use or occupancy of the Leased

                                                           
Premises
for any purpose which is not permitted under "Legal Requirements"
or

                                                           
"Insurance
Requirements" (as hereinafter defined), or which may be dangerous to
life,

                                                            limb, or
property; or permit the maintenance of any public or private nuisance; or do
or

                                                           
permit
any other thing which may disturb the quiet enjoyment of any other lessee of
the

                                                           
Building;
or keep any substance or carry on or permit any operation which might
emit

                                                           
offensive
odors or conditions into other portions of the Building; or use any
apparatus

                                                            which
might make undue noise or set up vibrations in the Building; or permit anything
to

                                                           
be
done which would increase the fire and extended coverage insurance rate on
the

                                                           
Building
or contents, and if there is any increase in such rates by reason of acts of
Lessee,

                                                           
then
-Lessee agrees to pay such increase promptly upon demand therefor by
Lessor.

                                                            Lessor
will not use, occupy or permit the use or occupancy of any portion of the
Complex

                                                           
then
occupied by Lessor for its own business purposes, for any purpose which is
not

                                                            permitted
under "Legal Requirements" or "Insurance Requirements" (as
hereinafter

                                                            defined).
As used in this Lease, (i) the term "Legal Requirements" means,
collectively,

                                                           
those
statutes, by-laws, codes, and ordinances (and all rules and regulations
thereunder),

                                                            licenses,
permits, approvals, consents, executive orders and other administrative
orders,

      


      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



                   
judgments, decrees, and other judicial orders of or by any governmental
authority which

                   
may at any time be applicable to the Land or the Building or to any condition or
use

                   
thereof, and (ii) the term "Insurance Requirements" means, collectively, the
terms of

                   
any policy of insurance maintained by Lessor or Lessee and applicable to the
Land or the

                   
Building or to the use of any portion of either, and all requirements of the
issuer of any

                   
such policy and all orders, rules, regulations and other requirements of the
National

                    Board
of Fire Underwriters, or any other body exercising similar
functions.

       

      SEC. 9.
LIENS: Lessee shall not permit any mechanics' liens, materialmen's liens, or
other liens to be fixed or 

      placed
against the Leased Premises or the Building and shall immediately discharge
(either by payment or 

      by filing
of the necessary bond) any such lien which is allegedly fixed or placed against
the Leased Premises

      or the
Building or the Complex by any person or entity claiming against Lessee or
anyone claiming by or through Lessee.

       

      SEC. 10.
ALTERATIONS: All alterations, additions or changes to the Leased Premises
that

      Lessee
desires to make shall require Lessor's prior written consent, after submission
to Lessor of

      plans and
specifications showing the alterations, additions or changes Lessee desires to
make and

      any other
information reasonably requested by Lessor, which consent shall not be
unreasonably

      withheld,
delayed or conditioned; provided, however,
that Lessor's consent shall not be required

      for
painting or installing removable decorative items (other than wall coverings and
floor

      coverings).
All alterations, additions or changes shall: be made by bondable (unless
otherwise

      approved
by Lessor) workers and contractors approved in advance in writing by Lessor,
which

      approval
shall not be unreasonably withheld, delayed or conditioned (provided,
however, that

      with
respect to alterations, additions or changes costing less than $50,000 in the
aggregate being

      performed
at any one time, such workers and contractors need not be bondable, but they
shall

      still be
subject to Lessor's approval as previously provided); be performed in accordance
with

      the plans
and specifications previously delivered to (and where required by this Lease,
as

      approved
by) Lessor; be done in a manner so as to create the least possible disruption
or

      inconvenience
to Lessor and to other lessees in the Building and other workers and
contractors

      performing
work in the Building; and shall be done in a good and workmanlike
manner

      employing
new construction materials at least equal in quality to those of the existing
Building,

      and in
compliance with all Legal Requirements, Insurance Requirements, "Rules
and

      Regulations"
(as hereinafter defined), and the plans and specifications submitted to (and,
where

      required,
approved by) the Lessor. Before commencing work, Lessee shall: secure all
necessary

      licenses,
permits and approvals required by applicable Legal Requirements, and furnish
copies

      thereof
to Lessor; at Lessor's request, provide (or cause its contractor to provide)
such bonds or

      other
assurances satisfactory to Lessor protecting Lessor against claims arising out
of the

      furnishing
of labor and materials for the work; and carry or cause each contractor to
carry

      insurance
with such coverages and in such amounts as Lessor may reasonably require (all
such

      insurance
to be written in companies approved by Lessor and Lessee shall deliver to
Lessor

      certificates
of all such insurance prior to the commencement of such work). Within two
(2)

      weeks
after completion of any alterations, additions or changes involving Building
systems,

      hardwall
partitions, or structural changes, Lessee shall submit as-built drawings or
sketches of

      the
completed work to Lessor.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


                      
Lessee shall indemnify, defend and hold harmless Lessor and its officers,
directors, servants, 

                              
agents,
employees, contractors and invitees from and against any and all liability,
damage, penalties

                               or
judgments and from and against any claims, actions, proceedings and expenses and
costs in 

                              
connection
therewith, including reasonable attorneys' fees, resulting from any alterations,
additions 

                              
or
improvements undertaken by or on behalf of Lessee, which obligations shall
survive the expiration 

                              
or
termination of this Lease with respect to work performed by or on behalf of
Lessee prior to such 

                              
expiration
or termination.

      


                              
In the course of any work being performed by or on behalf of Lessee, Lessee
agrees to use labor 

                              compatible
with that being employed by Lessor for work in the Building or on the Property,
and not to 

                             
employ or
permit the use of any labor or otherwise take any action which might result in a
labor dispute 

                              
involving
personnel providing services in the Building or on the Property pursuant to
arrangements

                              
 made
by Lessor.

      


                              
Lessee shall not, without the specific written consent of Lessor and Lessee's
written

                              
agreement
to pay additional costs resulting therefrom, install any apparatus or device
within the

                              
Leased
Premises, including electronic data processing machines, punch card machines or
any

                              
other
machines, that would (i) weigh in excess of the machines normally used in
comparable

                              
buildings
in Nashua, New Hampshire; or (ii) use electrical power in excess of that
available to

                               the
Leased Premises through the Building's existing electrical system; or (iii) in
any way

                              
increase
the amount of electrical power, water, gas heating or air conditioning used by
Lessee in

                              
the
Leased Premises to an amount in excess of the amount usually furnished at such
time for use

                               
by
lessees in general office space in other similar buildings in Nashua, New
Hampshire.

      


       

      SEC. 11.
FURNITURE, FIXTURES AND PERSONAL PROPERTY: Lessee may remove its

      trade
fixtures, office supplies and movable office furniture and equipment provided:
(a) such

      removal
is made prior to the expiration or earlier termination of this Lease; and (b)
Lessee

      promptly
repairs all damage caused by such removal. All other property at the Leased
Premises

      and any
alterations or additions to the Leased Premises (including wall-to-wall
carpeting,

      paneling
or other wall covering) shall become the property of Lessor and shall remain
upon and be 

      surrendered
with the Leased Premises as a part thereof at the expiration or earlier
termination of this

      Lease,
Lessee hereby waiving all rights to any payment or compensation therefor. If,
however, Lessor

       so
requests in writing at the time of its approval of the plans therefor submitted
by Lessee,

      Lessee
shall, prior to the expiration or earlier termination of this Lease, remove the
alterations, 

      additions,
fixtures, equipment and property placed or installed by it in the Leased
Premises as so

      requested
by Lessor, and will repair any damage caused by such removal. If any property
which is

       required
to be removed by Lessee is not removed within the specified time, Lessor may, in
addition

      to its
other rights and remedies, treat such property as abandoned, and may remove such
property 

      and store
the same at Lessee's expense, and Lessee shall reimburse Lessor on demand for
the

      expenses
incurred in doing so.

      


       

          
SEC. 12. SUBLETTING AND ASSIGNING: Lessee shall not assign or otherwise transfer
this  

          
Lease or any interest herein, and shall not sublet the Leased Premises or any
portion thereof, or

          
any right or privilege appurtenant thereto, or suffer or permit any other party
to occupy or use the 

           Leased
Premises or any portion thereof, without the prior express written consent of
Lessor,

          
which consent may be withheld by Lessor in its sole and absolute discretion.
Lessee shall not


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      mortgage,
pledge, hypothecate or otherwise encumber this Lease or any interest herein.
Lessee

      shall
reimburse Lessor on demand, as Additional Rent, for all reasonable expenses
(including

      reasonable
attorneys' fees) incurred by Lessor in connection with any such assignment
or

      subletting.

       

                              
If Lessee wishes to enter into an assignment or sublease with respect to all or
any portion

                              
of
the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the
proposed

                               instrument
containing all of the terms and conditions of such proposed assignment or
sublease,

                               (ii) a
reasonably detailed description of the business operations proposed to be
conducted in the

                              
Leased
Premises by such assignee or sublessee, (iii) such financial information
concerning such

                              
proposed
assignee or sublessee as Lessor may reasonably require, (iv) schematic plans
and

                              
specifications
for any alterations which Lessee or such assignee or sublessee seeks to make
in

                               connection
with such proposed assignment or sublease (with complete plans and
specifications to

                               be
submitted and approved prior to the commencement of any construction, as
required under

                               Section
10), and (v) a written agreement, in form reasonably approved by Lessor, between
such

                              
proposed
assignee or sublessee and Lessor in which such assignee or sublessee agrees
with

                              
Lessor to
perform and observe all of the terms, covenants and conditions of this
Lease.

       

                             
Within thirty (30) days after receipt of the notice of the proposed assignment
or subletting and the other 

                             
information
required to be provided to Lessor hereunder, Lessor shall notify Lessee in
writing whether it

                            
 consents
to, or withholds its consent to, the proposed assignment or subletting. Failure
of Lessor to 

                              
so
notify Lessee within such time period shall be deemed to constitute Lessor's
withholding its consent 

                              
to
such assignment or subletting. If Lessor consents to such proposed assignment or
subletting, then 

                             
 prior
to such assignment or sublease becoming effective (and as a condition precedent
to the effectiveness 

                             
thereof),
Lessee shall deliver to Lessor an original of the fully-executed instrument of
assignment or sublease 

                               and of
the agreement described in clause (v) above.

      


                              
Notwithstanding any such consent, the undersigned Lessee shall remain jointly
and

                              
severally
liable (along with each approved assignee or sublessee, who shall
automatically

                              
become
liable for all obligations of Lessee hereunder), and Lessor shall be permitted
to enforce

                              
the
provisions of this Lease directly against the undersigned Lessee and/or any
assignee or

                              
sublessees
without proceeding in any way against any
other person. If Lessee enters into an

                              
assignment
or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10)
days

                              
of
receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated
basis in the case

                              
of
a sublease covering less than all of the Leased Premises) the consideration,
rent, or other

                              
charges
payable to Lessee under such assignment or sublease exceed the sum of (i) the
Rent to

                              
be
paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties
for costs

                              
reasonably
incurred in connection with such assignment or sublease (including
advertising,

                              
architect's
and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs)
all

                              
amortized
for these purposes over the term of this Lease (in the case of an assignment) or
over

                               the term
of the sublease (in the case of a sublease). No consent to an assignment or
sublease or

                              
collection
of rent by Lessor directly from any assignee or sublessee, or failure so to
collect such

                              
rent,
shall be deemed a waiver of the provisions of this Section, an acceptance of
such assignee

                              
or
sublessee as a lessee hereunder, or a release of Lessee from direct and primary
liability for the

                               performance
of all of the covenants of this Lease. Lessor's consent to an assignment or
sublease

      


      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



       

      shall not
relieve Lessee from the obligation of obtaining the express consent of Lessor to
any modification 

      of such
assignment or sublease, or any further assignment or sublease. In no event shall
any party to an

       assignment
or sublease, whether or not consented to, further assign, sublease or otherwise
transfer all or 

      any part
of its interest in the Leased Premises without the prior written consent of
Lessor in each instance, 

      which
consent may be withheld by Lessor in its sole and absolute discretion. Lessee
shall not permit any 

      other
person or entity to occupy the Leased Premises for any purpose, whether as
tenant at will or as tenant 

      at
sufferance or otherwise, or by license, concession, or any other written or
verbal arrangement, except in 

      accordance
with the provisions of this Section.

      


       

                             
 Notwithstanding the preceding provisions of this Section, without the
necessity of

                               obtaining
Lessor's prior written consent, Lessee shall be entitled to assign this Lease
to, or to

                               enter
into a sublease of all or any portion of the Leased Premises to, (i) an entity
into or with

                              
which
Lessee is merged or consolidated, or to which substantially all of Lessee's
stock or assets

                              
are
transferred, or (ii) any entity which controls or is controlled by Lessee or is
under common

                              
control
with Lessee, provided that in any such event: (a) the successor to Lessee has a
net worth,

                              
computed
in accordance with generally accepted accounting principles consistently
applied, at

                              
least
equal to the greater of (1) the net worth of Lessee immediately prior to such
merger,

                              
consolidation
or transfer, or (2) the net worth of the named Lessee on the date of this Lease;
(b)

                              
proof of
such net worth satisfactory to Lessor shall have been delivered to Lessor at
least ten (10) 

                              
days prior to the effective date of such transaction, and (c) in the case of an
assignment, the

                             
 assignee
agrees directly with Lessor, by written instrument in form satisfactory to
Lessor, to be

                              
bound by
all of the obligations of Lessee hereunder, including the prohibition against
further

                              
assignment
and subletting.

       

      SEC. 13.
FIRE AND CASUALTY: If at any time during the Lease Term, the Leased
Premises

      or a
substantial portion of the Building shall be damaged or destroyed by fire or
other casualty,

      Lessor
shall have the right by giving Lessee written notice thereof at any time within
forty-five

      (45) days
after the occurrence of such damage or destruction to terminate this Lease. If
Lessor

      does not
so terminate this Lease, then within such 45-day period Lessor shall deliver to
Lessee

      Lessor's
good faith estimate of the time required to complete the repair and restoration
of the

      Leased
Premises and the Building to substantially the same condition in which they
existed

      immediately
prior to such damage or destruction (subject to the exclusions
hereinbelow

      described).
If the time set forth in such estimate exceeds nine (9) months from the date of
the

      casualty,
then Lessee shall have the right to terminate this Lease by giving written
notice of

      termination
to Lessor within thirty (30) days after Lessee's receipt of such estimate. If
this Lease

      is not
terminated in accordance with the preceding provisions of this Section, then
this Lease

      shall
continue in full force and effect and Lessor shall proceed to repair and
reconstruct the

      Leased
Premises and the Building to substantially the same condition in which they
existed

      immediately
prior to such damage or destruction (subject to the exclusions
hereinbelow

      described),
such repairs and restoration to be made within a reasonable time thereafter,
subject to

      delays
arising from the settlement of insurance proceeds, shortages of labor or
material, acts of

      God, or
other conditions beyond Lessor's reasonable control. Lessor shall not be
required to

      rebuild,
repair, or replace any part of Lessee's alterations, furniture, furnishings or
fixtures or

      equipment,
and Lessee shall be obligated to rebuild, repair and replace the same; provided,


      however, that
Lessor shall be responsible, at its expense, for replacing the furniture
described in

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      Paragraph
4 of the Rider to the extent that the same is damaged or destroyed by such
casualty.

      Lessor's
restoration obligation shall not require Lessor to spend an amount in excess of
the

      insurance
proceeds actually received by Lessor and allocable thereto. If Lessor fails
to

      substantially
complete such repair and reconstruction within six (6) months after it
commenced

      the same
(subject to delays as aforesaid), Lessee shall have the right to terminate this
Lease by

      giving
written notice of termination to Lessor within thirty (30) days after the
expiration of such

      6-month
period. In the event that this Lease is terminated as herein permitted, Lessor
shall

      refund to
Lessee the prepaid unaccrued Rent, if any, less any sums then owing to Lessor
by

      Lessee,
or Lessee shall pay all Rent and other sums owed to Lessor up to the date of
such

      termination,
as the case may be. In any of the aforesaid circumstances, Rent shall
abate

      proportionately
during the period to the extent that the Leased Premises are unfit for use
by

      Lessee in
the ordinary conduct of its business. Notwithstanding the preceding provisions
of this

      Section,
if the Leased Premises or the Building shall be damaged by fire or other
casualty

      resulting
from the fault or negligence of Lessee, or the agents, employees, licensees, or
invitees

      of
Lessee, then (i) Lessee shall have no right to terminate this Lease, (ii) such
damage shall be

      repaired
by and at the expense of Lessee under the direction and supervision of Lessor,
(iii)

      Lessee
shall be responsible, at its expense, for replacing the furniture described in
Paragraph 4 of

      the Rider
to the extent that the same is damaged or destroyed by such casualty, and (iv)
Rent

      shall
continue without abatement.

      


       

      SEC. 14.
CONDEMNATION: If there shall be taken during the Lease Term any part of
the

      Leased
Premises or the Building, Lessor may elect to terminate this Lease or to
continue this

      Lease in
effect. If Lessor elects to continue the Lease, the Rent shall be reduced in
proportion to

      the area
of the Leased Premises so taken and Lessor shall repair any damage to the
remainder of

      the
Leased Premises or the Building resulting from such taking, but in no event
shall Lessor be

      required
to spend thereon more than the amount of the award received by Lessor by reason
of

      such
taking and allocable thereto. All sums awarded or agreed upon between Lessor and
the

      condemning
authority for the taking of the interest of Lessor or Lessee, whether as damages
or as

      compensation,
shall be the property of Lessor. If, following any such condemnation,
Lessee

      reasonably
determines that the portion of the Leased Premises or the Building remaining
after

      such
condemnation is not sufficient to enable Lessee to continue the normal operation
of its

      business
as then conducted in the Leased Premises, Lessee shall have the right to
terminate this

      Lease by
giving written notice of termination to Lessor within thirty (30) days after
Lessee

      receives
notice of such condemnation, which notice shall be effective to terminate this
Lease

      upon the
date on which physical possession of the Leased Premises (or such portion
thereof) is

      taken by
the condemning authority. If this Lease is terminated under any provision of
this

      Section
14, Rent shall be payable up to the date that possession is taken by the
condemning

      authority
and Lessor shall refund to Lessee any prepaid unaccrued Rent less any sums
then

      owing by
Lessee to Lessor.

       

      SEC. 15.
EVENT OF DEFAULT AND LESSOR'S REMEDIES: Each of the following acts, omissions or


      occurrences
shall constitute an "Event of Default" hereunder:

      


       

      A.            Failure
by Lessee to timely pay any Base Rent, Additional Rent or other
payments

                   
  required
to be paid hereunder, which failure continues for at least seven (7)
days

                    
after
Lessor gives written notice to Lessee of such failure (provided,
however, that


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      after
Lessor has given two (2) notices to Lessee pursuant to this subsection within


      a
12-month period, failure to make any payment of Base Rent, Additional Rent or


      other
payment within seven (7) days after the date on which the same is due
hereunder

       shall
constitute an immediate Event of Default without the necessity of Lessor giving
any

       notice
to Lessee).

      


       

      Failure
by Lessee to perform or observe any other covenant, condition or

      provision
of this Lease to be performed or observed by Lessee, which failure
is

      not cured
within thirty (30) days after written notice from Lessor to Lessee
of

      such
failure.

      


       

      C.            The
adjudication of Lessee to be bankrupt or insolvent or the filing or
execution

      or
occurrence of a petition in bankruptcy or other insolvency proceeding by
or

      against
Lessee; or petition or answer seeking relief under any provision of
the

      Bankruptcy
Code or any similar acts; or an assignment for the benefit of
creditors

      or a
composition; or a petition or other proceeding by or against Lessee for
the

      appointment
of a trustee, receiver or liquidator of Lessee or any of Lessee's

      property
or a proceeding by any governmental authority for the dissolution
or

      liquidation
of Lessee, unless any such involuntary receivership or proceeding

      against
Lessee is dismissed or stayed within sixty (60) days thereafter.

      


       

      D.            Abandonment
of the Leased Premises or any significant portion thereof.

      Upon or
at any time following the occurrence of any Event of Default
enumerated

      above,
Lessor may, at its option, in addition to any and all other rights, remedies
or

      recourses
available to it hereunder or at law or in equity, do any one or more of
the

      following:

      


       

      (a)            Terminate
this Lease, in which event Lessee shall immediately surrender

      possession
of the Leased Premises to Lessor.

      


       

      (b)            Enter
upon and take possession of the Leased Premises and expel or remove

      Lessee
and any other occupant therefrom, with or without having terminated
the

      Lease.

       

      (c)            Alter
locks and other security devices at the Leased Premises.


       

      (d)            Discontinue
furnishing heat, air conditioning, cleaning and lighting services
or

      any of
them, until all arrears of rent have been paid in full.


       

                      
Exercise by Lessor of any one or more of the remedies herein granted or
otherwise available shall 

                      
not be deemed to be an acceptance of surrender of the Leased Premises by Lessee,
whether by 

                     
agreement or by operation of law, it being understood that such surrender can be
effected only

                      
by the written agreement of Lessor and Lessee.

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      In the
event Lessor elects to terminate this Lease by reason of an Event of Default,
then

      notwithstanding
any such termination Lessee shall be liable for and shall pay to Lessor the
sum

      of all
Base Rent, Additional Rent and other indebtedness accrued to the date of such
termination,

      plus, as
damages, all other sums required to be paid by Lessee to Lessor over the
remainder of

      the Lease
Term (which shall expressly not include any unexercised Extension Term),
diminished

      by any
net sums thereafter received by Lessor through reletting of the Leased Premises
during

      such
period (after deducting expenses incurred by Lessor as hereinafter provided).
Such amounts

      shall be
paid by Lessee to Lessor in monthly installments on the first day of each
calendar month

      during
the remainder of what would have been the Lease Term if this Lease had not been
so

      terminated.
In no event shall Lessee be entitled to any excess of any net sums obtained
by

      reletting
over and above the amounts required to be paid by Lessee under this Lease.
Actions to

      collect
amounts due by Lessee as provided in this paragraph may be brought from time to
time

      on one or
more occasions, without the necessity of Lessor's waiting until the expiration
of the

      original
scheduled Lease Term. In lieu of the foregoing damages, Lessor may, at any time
after

      such
termination, elect to recover from Lessee as damages, an amount of money equal
to the

      amount
(if any) by which (i) the total Base Rent and all other payments due for the
balance of the

      Lease
Term, exceeds (ii) the fair market rental value of the Leased Premises for the
balance of

      the Lease
Term as of the occurrence of the Event of Default, such difference to be
discounted at

      the rate
of 6% per annum to present value.

       

      In the
case of an Event of Default, Lessee shall also be liable for and shall pay to
Lessor

      upon
demand, in addition to any other sums provided to be paid hereunder: brokers'
fees

      incurred
by Lessor in connection with reletting all or any portion of the Leased
Premises; the

      costs of
removing and storing Lessee's or other occupant's property found in the
Leased

      Premises;
the costs of repairing or restoring the Leased Premises to its condition as of
the

      Commencement
Date, reasonable wear and tear excepted; the cost of alterations made to
the

      Leased
Premises in connection with such reletting; and .all reasonable expenses
incurred by

      Lessor in
enforcing Lessor's remedies, including reasonable attorneys' fees. Past due Base
Rent,

      Additional
Rent and other past due payments shall bear interest from their respective due
dates

      until
paid at the rate of 6% per annum.

       

      In the
event of termination or repossession of the Leased Premises upon the occurrence
of an 

      Event of
Default, Lessor shall not have any obligation to relet or attempt to relet the
Leased Premises

      or any
portion thereof or to collect any rental after any such reletting. In the event
of any such

      reletting,
Lessor may relet the whole or any portion of the Leased Premises for any period,
to any 

      Lessee,
for any rental and for any use and purpose.

       

      In
calculating the amounts for which Lessee is liable hereunder, it shall be deemed
that

      Operational
Expenses will continue at the same level as during the twelve (12) month
period

      immediately
preceding the termination of this Lease or Lessee's right to possession of the
Leased

      Premises.

       

      Lessor
shall have the right to invoke any right and remedy allowed at law or in equity
or

      by
statute or otherwise as though re-entry, summary proceedings, and other remedies
were not

      provided
for in this Lease. Nothing in this Lease shall require Lessor to elect any
remedy for a

      default
or Event of Default by Lessee hereunder, and all rights herein provided shall
be

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      cumulative
with one another and with any other rights and remedies which Lessor may have at
law or in 

      equity in
the case of such a default or Event of Default. Lessor's remedies under this
Section shall survive 

      the early
termination of this Lease.

      


       

      SEC. 16.
LIABILITY INSURANCE: During the Lease Term, Lessee shall maintain a policy
of

      comprehensive
general liability insurance, including fire legal liability, at Lessee's
expense,

      insuring
Lessor against liability arising out of the ownership or maintenance of the
Property. The

      initial
amount of such insurance shall be at least $5,000,000 combined single limit, and
such

      policy
shall be issued by an insurer reasonably acceptable to Lessor. However, the
amount of

      such
insurance shall not limit Lessee's liability nor relieve Lessee of any
obligation hereunder.

      The
policy shall contain cross-liability endorsements, if applicable. Such policy
shall contain a

      provision
which prohibits cancellation or modification of the policy except upon thirty
(30) days

      prior
written notice to Lessor. Lessee may discharge its obligations under this
Section by naming

      Lessor as
an additional insured under a policy of Comprehensive General Liability
maintained

      by Lessee
and containing the coverage and provisions described in this Section. Lessee
shall

      deliver a
Certificate of Insurance (or a renewal thereof) to Lessor prior to the
Commencement

      Date and
thereafter not less than thirty (30) days prior to the expiration of any such
policy.

      Lessee
shall, at Lessee's expense, maintain such other property and liability insurance
as Lessee

      deems
necessary to protect Lessee. All insurance policies shall contain a waiver of
subrogation

      to the
extent of insurance proceeds payable.

      


       

      SEC. 17.
HOLD HARMLESS: TO THE FULLEST EXTENT PERMITTED BY LAW,

      LESSEE
SHALL DEFEND WITH COUNSEL REASONABLY ACCEPTABLE TO LESSOR,

      INDEMNIFY
AND SAVE HARMLESS LESSOR AND ITS MORTGAGEES AND THEIR

      RESPECTIVE
OFFICERS, DIRECTORS, SERVANTS, AGENTS, CONTRACTORS, AND

      EMPLOYEES,
FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE,

      PENALTIES
OR JUDGMENTS, AND FROM AND AGAINST ANY CLAIMS, ACTIONS,

      PROCEEDINGS
AND EXPENSES AND COSTS IN CONNECTION THEREWITH,

      INCLUDING
REASONABLE COUNSEL FEES, ARISING FROM (I) INJURY TO PERSONS

      OR DAMAGE
TO PROPERTY SUSTAINED BY ANYONE ON OR ABOUT THE LEASED

      PREMISES,
UNLESS CAUSED BY THE NEGLIGENT OR WILLFUL ACT OR OMISSION

      OF LESSOR
OR ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, OR EMPLOYEES,

      OR (II)
ANY BREACH OF ANY PROVISION OF THIS LEASE BY LESSEE OR ANY

      PERSON OR
ENTITY CLAIMING BY, THROUGH OR UNDER LESSEE, OR THEIR

      RESPECTIVE
OFFICERS, DIRECTORS, SERVANTS, AGENTS, CUSTOMERS,

      CONTRACTORS,
EMPLOYEES OR INVITEES, OR (III) ANY NEGLIGENT OR WILLFUL

      ACT OR
OMISSION OF LESSEE, ANY PERSON OR ENTITY CLAIMING BY, THROUGH

      OR UNDER
LESSEE, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SERVANTS,

      AGENTS,
CUSTOMERS, CONTRACTORS, EMPLOYEES OR INVITEES. LESSEE SHALL

      NOT
SETTLE OR COMPROMISE ANY SUIT OR ACTION WITHOUT LESSOR'S PRIOR

      WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY

      WITHHELD
OR DELAYED.

       

      TO THE
FULLEST EXTENT PERMITTED BY LAW, LESSOR SHALL DEFEND WITH

      COUNSEL
REASONABLY ACCEPTABLE TO LESSEE, INDEMNIFY AND SAVE

      HARMLESS
LESSEE AND ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS,


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      CONTRACTORS,
AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE, 

      PENALTIES
OR JUDGMENTS, AND FROM AND AGAINST ANY CLAIMS, ACTIONS, PROCEEDINGS

      AND
EXPENSES AND COSTS IN CONNECTION THEREWITH, INCLUDING REASONABLE 

      COUNSEL
FEES, ARISING FROM (I) INJURY TO PERSONS OR DAMAGE TO PROPERTY
SUSTAINED

      BY ANYONE
ON OR ABOUT THE LEASED PREMISES CAUSED BY LESSOR, OR (II) ANY

      BREACH OF
ANY PROVISION OF THIS LEASE BY LESSOR OR ITS OFFICERS, DIRECTORS,
SERVANTS,

      AGENTS,
OR EMPLOYEES (BUT EXCLUDING OTHER TENANTS OR OCCUPANTS OF ANY PORTION


      OF THE
COMPLEX), OR (III) ANY NEGLIGENT OR WILLFUL ACT OR OMISSION OF LESSOR OR
ITS

      OFFICERS,
DIRECTORS, SERVANTS, AGENTS, OR EMPLOYEES. LESSOR SHALL NOT SETTLE OR


      COMPROMISE
ANY SUIT OR ACTION WITHOUT LESSEE'S PRIOR WRITTEN CONSENT, WHICH 

      CONSENT
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.

      


       

      SEC. 18.
INTENTIONALLY DELETED.

       

      SEC. 19.
NON-WAIVER: Neither acceptance of Rent by Lessor nor failure by Lessor
to

      complain
of any action, non-action or default of Lessee, whether singular or repetitive,
shall

      constitute
a waiver of any of Lessor's rights hereunder. Waiver by Lessor of any right for
any

      default
of Lessee shall not constitute a waiver of any right for either a subsequent
default of the

      same
obligation or any other default. No act or thing done by Lessor or its agent,
nor receipt by

      Lessor of
Lessee's keys to the Leased Premises, shall be deemed to be an acceptance
of

      surrender
of the Leased Premises and no agreement to accept a surrender of the Leased
Premises

      shall be
valid unless it is in writing and signed by a duly authorized officer or agent
of Lessor.

      No
acceptance by Lessor of any partial payment shall constitute an accord or
satisfaction but

      shall
only be deemed a partial payment on account, nor shall any endorsement or
statement on

      any check
or in any letter accompanying any check or payment be deemed an accord
and

      satisfaction.
Time is of the essence with respect to the performance and observance by
Lessee

      and
Lessor of every covenant, condition and provision of this Lease in which time
of

      performance
is a factor.

      


       

      SEC. 20.
RULES AND REGULATION: Such reasonable rules and regulations applying to
all

      lessees
in the Building as may be adopted by Lessor from time to time for the safety,
care and

      cleanliness
of the Property and the preservation of good order thereon, are hereby made a
part

      hereof
and Lessee agrees to comply with all such rules and regulations (the "Rules
and

      Regulations").
Lessor shall have the right at all times to change such Rules and Regulations


      or to
amend them in any reasonable manner as may be deemed advisable by Lessor, all of
which 

      changes
and amendments will be sent by Lessor to Lessee in writing and shall be
thereafter carried

       out
and observed by Lessee. The initial Rules and Regulations applicable to the
Property are attached

       hereto
as Exhibit "B" and made a part of this Lease.

      


       

      SEC. 21.
DEFAULT BY LESSOR: In the event of any default by Lessor hereunder,
Lessee's

      exclusive
remedy shall be to bring an independent action for damages or other relief, but
prior to

      any such
action Lessee shall give Lessor written notice specifying such default with
reasonable

      detail,
and Lessor shall thereupon have thirty (30) days in which to cure any such
default. Unless

      Lessor
fails to cure any default after such notice, Lessee shall not have any remedy or
cause of

      


      


      


      


       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      action by
reason thereof. If such default cannot reasonably be cured within such thirty
(30) day

      period,
the length of such period shall be extended for the period reasonably required
therefor if

      Lessor
commences curing such default within such thirty (30) day period and continues
the

      curing
thereof with reasonable diligence and continuity. Except as otherwise expressly
provided

      in this
Lease, Lessee shall have no rights to abatement, self-help, offset, or deduction
of or from

      Rent
otherwise due and payable hereunder, nor any right to terminate this Lease, by
reason of

      any
default by Lessor hereunder. All obligations of Lessor hereunder shall be
construed as

      covenants,
not conditions, and all such obligations shall be binding upon Lessor only
during the

      period of
its ownership of the Building and not thereafter, (but upon the sale or
disposition of the

      Building,
unless the purchasing party agrees to assume liability for actions or defaults
hereunder

      by the
selling party occurring prior to the closing of such sale or disposition, the
selling party

      shall
remain liable to Lessee for actions and defaults hereunder by such selling party
occurring

      prior to
the closing of such sale or disposition but only in an amount, in the aggregate,
up to the

      sale or
disposition proceeds received by the selling party). The term "Lessor" shall
mean only the

      owner at
the time of the Building.

      


       

      SEC. 22.
GOVERNING LAW; SEVERABILITY: This Lease Agreement shall be construed
in

      accordance
with the laws of the State of New Hampshire. If any clause or provision of this
Lease

      .is
illegal, invalid, or unenforceable, under present or future laws effective
during the Lease Term,

      then it
is the intention of the parties hereto that the remainder of this Lease shall
not be affected

      thereby,
and it is also the intention of both parties that in lieu of each clause or
provision that is

      illegal,
invalid or unenforceable, there be added as a part of this Lease a clause or
provision as

       similar
in terms to such illegal, invalid or unenforceable clause or provision as may be
possible that

       is
legal, valid and enforceable.

       

      SEC. 23.
SIGNS: No signs of any kind or nature, symbol or identifying mark shall be put
on the Building, 

      in the
halls, elevators, staircases, entrances, parking areas or upon the doors or
walls, whether plate 

      glass or
otherwise, of the Leased Premises, nor elsewhere upon the Land or the Building.
Lessor shall 

      install,
at its sole cost and expense, (i) a ground monument sign-holder at a location on
the Land selected

      by
Lessor, to which Lessee may affix its sign panel, and (ii) other signage as
reasonably agreed upon 

      by Lessor
and Lessee.

       

      SEC. 24.
SUCCESSORS AND ASSIGNS: Subject to the provisions of the section
entitled

      "Subletting
and Assigning" hereof, this Lease and all the covenants herein contained shall
be

      binding
upon the parties hereto, their respective heirs, legal representatives,
successors and

      assigns.

       

      SEC. 25.
SURRENDER OF LEASED PREMISES AND HOLDING OVER: On the last day of

      the Lease
Term, or upon the earlier termination of this Lease, Lessee shall peaceably and
quietly

      leave,
surrender and yield up to Lessor the Leased Premises, free of all claims by
third parties,

      broom
clean and in as good condition as on date of possession by Lessee, ordinary wear
and tear

      alone
excepted. Prior to the surrender of the Leased Premises to Lessor, Lessee at its
sole cost

      and
expense shall remove all liens and other encumbrances that have resulted from
the acts or

      omissions
of Lessee. If Lessee fails to do any of the foregoing, Lessor may without
notice, enter

      upon,
re-enter, possess and repossess itself thereof, by force, summary proceedings,
ejectment,

      forcible
detainer, or otherwise and may dispossess and remove Lessee and all persons
and

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      property
from the Leased Premises; and Lessee hereby waives any and all damages or claims
for damages

       as
a result thereof. Such dispossession and removal of Lessee shall not constitute
a waiver by Lessor of

       any
claims by Lessor against Lessee.

       

                              
In the event of holding over by Lessee after the expiration or termination of
this Lease,

                               such hold
over shall be as a tenant at sufferance only, and all of the terms and
provisions of this

                              
Lease
shall be applicable during such period, except that Lessee shall pay Lessor as
rental for the

                              
period of
such hold over (i) for the first thirty (30) days of such hold over, an amount
equal to

                              
one
hundred fifty (150%) percent of the Rent which would have been payable by Lessee
had

                              
such hold
over period been a part of the Lease Term, and (ii) thereafter, an amount equal
to two

                              
hundred
(200%) percent of the Rent which would have been payable by Lessee had such
hold

                              
over
period been a part of the Lease Term. In all events, Lessee will vacate the
Leased Premises

                              
and
deliver the same to Lessor upon Lessee's receipt of notice from Lessor to vacate
the Leased

                              
Premises.
The rental payable during such hold over period shall be payable to Lessor on
demand.

                               In
addition, Lessee shall indemnify and hold Lessor harmless from and against any
and all

                               claims,
liabilities, expenses (including court costs and reasonable attorneys' fees),
damages,

                              
penalties
and judgments, arising from Lessee's failure to vacate and redeliver the Leased
Premises

                             
 when
required to do so by the terms of this Lease (including claims of persons or
entities

                              
who
have leased all or portions of the Leased Premises for occupancy after Lessee is
required to 

                              
vacate
the same). No holding over by Lessee, whether with or without consent of
Lessor,

                              
shall
operate to extend this Lease.

       

          
SEC. 26. INTEREST: All amounts of money payable by Lessee to Lessor under this
Lease, if not paid when due, 

          
shall bear interest from the date due until paid at the rate of the lesser of 6%
per annum or the maximum legal rate.

       

      SEC. 27.
LIABILITY OF LESSOR: It is expressly understood and agreed that the obligations
of

      Lessor
under this Lease shall be binding upon Lessor and its successors and assigns and
any

      future
owner of the Building only with respect to breaches occurring during its and
their

      respective
ownership of the Building. In addition, Lessee specifically agrees to look
solely to

      Lessor's
interest in the Leased Premises pursuant to this Lease, it being agreed that
neither

      Lessor,
nor any successor or assign of Lessor, nor any future owner of the Building, nor
any of

      their
respective officers, directors, employees or agents, shall ever be personally
liable for any

      such
judgment.

      


       

      SEC.                    28.
ENTIRE AGREEMENT, ETC.: This instrument and any attached rules and

      regulations,
riders, addenda or exhibits signed by the parties constitute the entire
agreement

      between
Lessor and Lessee; no prior written or prior or contemporaneous oral promises
or

      representations
shall be binding. This Lease shall not be amended, changed or extended
except

      by
written instrument signed by both parties hereto. Paragraph captions herein are
for Lessor's

      and
Lessee's convenience only, and neither limit nor amplify the provisions of this
instrument.

      As used
in this Lease, the term "including" in any form shall mean "including, but not
limited

      to
,95.

      


       

           
SEC. 29. NOTICES: Whenever in this Lease it shall be required or permitted that
notice or

          
demand be given or served by either party to this Lease to or on the other, such
notice or demand

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      shall be
given or served in writing and shall be delivered personally or by certified or
registered mail, 

      postage
prepaid, return receipt requested, or by Federal Express or similar
nationallyrecognized overnight 

      delivery
service, addressed as follows (or to such other address(es) as a party has
notified the other party 

      by notice
given in accordance with this Section):

      


      


       

      To the
Lessor:

      


       

      Hewlett-Packard
Company                                                   with
a copy to: Frank Pedraza, Esq.

       

      3433
Broadway Street
NE                                                                            Corporate
Counsel

       

      Suite
500                                                                            Law
Department

       

      Minneapolis,
MN
55413                                                                            Mail
Stop 1050

       

      Attn: Bob
Dickinson                                                                            Hewlett-Packard
Company

       

      Leasing
Coordinator                                                                 3000
Hanover Street

       

      Palo
Alto, CA 94304

      


      


       

      To the
Lessee:

      


       

      Greg
Porto                                                    with
copies to: SkillSoft Corporation

       

      Vice
President,
Administration                                                                            107
Northeastern Boulevard

       

      SkillSoft
Corporation                                                                           Nashua,
NH 03062

       

      107
Northeastern
Boulevard                                                                           Attn:
Chief Financial Officer

       

      Nashua,
NH 03062

      


       

      and
to:                      Christopher
Cole, Esq.

      Sheehan
Phinney Bass & Green PA 1000 Elm Street

       

      Manchester,
NH 03101

       

      Any
notice provided for herein shall become effective and deemed received (1) if
sent by overnight delivery, the

       next
business day, or (2) if sent by the United States Postal Service, on the date on
which it is delivered or first 

      tendered
for delivery, as evidenced by the return receipt, or (3) if sent by hand
delivery, upon delivery to the addressee.

       

      SEC. 30.
LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS: If Lessee fails to

      perform
any one or more of its obligations hereunder, then in addition to the other
rights,

      remedies
and recourses available to Lessor hereunder, at law or in equity, and without
waiving

      any of
such rights, remedies or recourses or the existence of any default by Lessee,
Lessor shall

      have the
right (but not the obligation) to perform such obligation of Lessee. Lessee
shall

      reimburse
Lessor upon demand, as Additional Rent, for all expenses (including
reasonable

      attorneys'
fees) incurred by Lessor in performing such obligations, together with interest
at the

      rate of
6% per annum thereon.

       

          
SEC. 31. ATTORNEYS' FEES: In case of default arising hereunder or holding
over or

          
possession by Lessee after the expiration or termination of this Lease, Lessee
shall reimburse

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      Lessor
for all reasonable expenses incurred by Lessor by reason thereof, including
reasonable attorneys' 

      fees and
related costs. In case of default arising hereunder by Lessor, Lessor shall
reimburse Lessee for 

      all
reasonable expenses incurred by Lessee by reason thereof, including reasonable
attorneys' fees and 

      related
costs. In the event of litigation between the parties hereunder, the prevailing
party shall be entitled 

      to
recover its reasonable attorneys' fees and costs as may be set forth in an order
entered by the court hearing such matter.

      


       

      SEC. 32.
SUBORDINATION, ATTORNMENT AND CERTIFICATES: The Lessee agrees as

       

      follows:

      


       

      A.            That
this Lease and all of the rights and interest of the Lessee hereunder shall
be

      subject
and subordinate to any mortgage or deed of trust which may now or

      hereafter
constitute a first or second lien upon the Building (hereinafter called
a

      "Prior
Mortgage", and the holder or beneficiary of any such Prior Mortgage

      being
hereinafter called a "Prior Mortgagee") to the same extent as if the
Prior

      Mortgage
had been executed, delivered and recorded prior to the execution of
this

      Lease; provided, however,
that any Prior Mortgagee shall have the right at any

      time to
elect, by written notice to Lessee, to make this Lease and the rights
and

      interests
of Lessee hereunder superior to such Prior Mortgage.

      


       

      B.            That
Lessee will not subordinate this Lease to any mortgage, deed of trust or
other

      instrument
other than any Prior Mortgage, unless Lessee shall first obtain the written


      consent
of any Prior Mortgagee.

      


       

      C.            That,
notwithstanding the subordination of this Lease as referred to in
paragraph

      A of this
Section 32 or any subordination of this Lease which may exist by
virtue

      of the
execution of this Lease subsequent to any mortgage (as hereinafter

      defined),
at the option of the holder of any mortgage, deed of trust or
similar

      instruments,
this Lease shall not terminate in the event of, or on account of,

      foreclosure
or other action taken under any mortgage, deed of trust or similar

      instrument
constituting a lien on the Building, including any Prior Mortgage
(any

      such
mortgage, deed of trust or other instrument being hereinafter called
a

      "mortgage",
and the holder or beneficiary of such being hereinafter called a

      "mortgagee"),
but shall continue in effect as a Lease in accordance with all of
the

      terms and
provisions hereof between Lessee and any party, including such

      mortgagee,
which shall be the transferee of title to the Building pursuant to

      foreclosure
or other action for enforcement of any such mortgage, including
deed

      in lieu
of foreclosure (hereinafter called a "transferee"); and that the Lessee
shall

      attorn to
and be liable to and recognize such transferee (and its successors
and

      assigns)
as Lessee's Lessor for the balance of the term of this Lease upon
and

      subject
to all of the terms and provisions hereof. Such transferee shall not
be

      bound by
any act or omission of any prior Lessor under this Lease, or any
offsets

      or
defenses which Lessee may have against any such prior Lessor.

      


       

      D.            Any
Prior Mortgagee to which the Lessor's interest in this Lease and/or any of
the

              rents payable
hereunder shall be assigned (and any transferee taking the title
after

      


      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      foreclosure
or other action under a Prior Mortgage) shall not be bound by any prepayment


      of any
rent to any prior Lessor under this Lease (other than the rent and escalation
payments 

      for the
current month), or any amendment, modification, or termination of this Lease or


      any
waiver, consent or other action taken with respect to this Lease, unless such
Prior 

      Mortgagee
or transferee (as the case may be) shall have given its written consent thereto.


      Furthermore,
neither such assignment of this Lease and/or the rents payable hereunder,
nor

       any
actions by the Prior Mortgagee under such assignment shall be deemed an
assumption 

      of
Lessor's obligations under this Lease.

      


       

      E.            That,
after receiving written notice from a Prior Mortgagee of its
mortgage

      interest
and specifying an address or addresses for notices, Lessee shall, so
long

      as such
Prior Mortgage is outstanding, give to such Prior Mortgagee copies of
any

      notices
of default on the part of the Lessor under this Lease, and copies of
such

      other
notices as are required to be given to Lessor under this Lease. Such
copies

      of
notices shall be given concurrently with the giving of such notices to the
Lessor

      and shall
be sent certified mail, return receipt requested. In the case of any
notices

      of
default, such Prior Mortgagee shall be permitted to cure any such
default

      within a
period of 30 days after such Prior Mortgagee shall receive such copy
of

      the
notice of default or such further period of time as may be required for
such

      Prior
Mortgagee to cure such default acting with diligence (which period of
time

      shall
include a reasonable time to obtain possession of the Leased Premises if
the

      Prior
Mortgagee elects to do so), and, if so cured by such Prior Mortgagee,
Lessee

      shall not
have any such rights or remedies as would otherwise be available to it
on

      account
of such default.

      


       

      F.            That
all of the foregoing provisions of paragraphs A through E inclusive of
this

      Section
32 shall be self-operative and shall not require any further agreement or
document

      by
Lessee; and any Prior Mortgagee or other mortgagee or transferee may rely upon
the

      applicable
provisions of this section without any further agreement or document by


      Lessee.
In confirmation of the same, however, Lessee shall, upon request, execute
promptly 

      any
further agreements or documents which may be desired by any such Prior Mortgagee


      or other
mortgagee or transferee as further confirmation and evidence of any or all of
the 

      agreements
contained in said paragraphs A through E inclusive of this Section
32.

      


       

      G.            That
the Lessee shall promptly, whenever requested by the Lessor,
prospective

      purchaser,
mortgagee, or prospective mortgagee, execute, acknowledge and deliver
to

       the
Lessor and such mortgagee or prospective mortgagee a certificate in writing


      as to the
then status of this Lease and any matters pertaining to this Lease, including


      the
effectiveness of this Lease at that time and the status of Rent hereunder and
any 

      defaults
hereunder; and the Lessor and any mortgagee or prospective mortgagee shall
be

       entitled
to rely thereon.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
 

      H.            Lessor
hereby represents and warrants to Lessee that as of the date of this
Lease

      there is
no mortgage or deed of trust encumbering all or any portion of the
Property.

      


       

      SEC. 33.
ACCESS: Lessor and Lessor's agents and contractors shall have the right, but not
the

      obligation,
to enter upon the Leased Premises at all reasonable times during ordinary
business

      hours
upon reasonable prior notice (twenty-four hours' prior telephonic notice being
deemed

      reasonable
in ordinary circumstances) and, in the case of an emergency at any time and
without

      notice,
to examine the same, to perform any of Lessor's obligations hereunder, to make
any

      repairs
or perform any of Lessee's other obligations hereunder that Lessor deems
necessary to

      perform,
and to exhibit the Leased Premises to prospective purchasers or lenders and,
during the

      last
twelve months of the Lease Term, to prospective tenants. Any entry by Lessor
onto the

      Leased
Premises shall be made in a manner reasonably calculated to minimize
interference with

      Lessee's
business operations.

      


       

      SEC.  34.
BROKERS: Lessor and Lessee each hereby represents and warrants to the other
that

      it has
dealt with no broker in connection with this transaction other than Spaulding
& Slye/Colliers
and

       Monks
& Co. (collectively, "Brokers"). Lessor hereby agrees to defend and
indemnify and hold harmless 

      Lessee
from and against any claims for commissions or fees by any person or entity
other than the Brokers 

      arising
from a breach by Lessor of the foregoing representation and warranty. Lessee
hereby agrees to 

      defend
and indemnify and hold harmless Lessor from and against any claims for
commissions or fees by 

      any
person or entity other than the Brokers arising from a breach by Lessee of the
foregoing representation 

      and
warranty. Lessor shall pay the Brokers as part of a separate
agreement.

       

      SEC. 35.
HAZARDOUS MATERIALS: Lessee shall not generate, store or use any
"Hazardous

      Materials"
(as hereinafter defined) in or on the Leased Premises or elsewhere on the
Property,

      nor
permit any person to do so on the Leased Premises, except those customarily used
in general

      offices,
and then only in compliance with all Legal Requirements, Insurance Requirements
and

      applicable
industry standards. Lessee shall not dispose of Hazardous Materials from the
Leased

      Premises
(or permit any person or entity to do so) to any other location except a
properly

      licensed
disposal facility and then only in compliance with all applicable Legal
Requirements.

      Lessee
shall not release or discharge, or permit the release or discharge by persons or
entities

      claiming
by, through or under Lessee, of any Hazardous Materials in or on the Leased
Premises

      or
elsewhere on the Property. Lessor shall not be liable to Lessee or to anyone
claiming by,

      through
or under Lessee, or to any other person or entity or governmental authority
whatsoever,

      in
connection with the storage, generation, use, disposal, transport, or release of
Hazardous

      Materials
by Lessee, or anyone claiming by, through or under Lessee, or any of their
respective

      officers,
directors, servants, employees, agents, contractors, or invitees, whether or not
such

      activities
have been consented to by Lessor. Lessee shall not be liable to Lessor or to
anyone

      claiming
by, through or under Lessor, or to any other person or entity or governmental
authority

      whatsoever,
in connection with the storage, generation, use, disposal, transport, or release
of

      Hazardous
Materials by Lessor, or anyone claiming by, through or under Lessor (exclusive
of

      Lessee
and those persons identified in the immediately preceding sentence), or any of
their

      respective
officers, directors, servants, employees, agents, contractors, or invitees,
whether or not

      such
activities have been consented to by Lessee.

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


      


       

      Lessee
shall defend with counsel reasonably acceptable to Lessor, and indemnify
and

      hold
harmless Lessor and the holder of any mortgage, and their respective officers,
directors,

      servants,
employees, agents, contractors and invitees, from and against any claim,
expense,

      liability,
demand, obligation, action, proceeding or assertion of liability, and any
damage, cost or

      loss
(including, without limitation, reasonable attorneys' fees, consultant's fees,
the cost of

      litigation,
and any remediation and cleanup costs), arising from or relating to (i) the
storage,

      generation,
use, disposal, transport, or release of Hazardous Materials by Lessee, or
anyone

      claiming
by, through or under Lessee, or any of their respective officers, directors,
servants,

      employees,
agents, contractors or invitees, whether or not such activities have been
consented to

      by
Lessor, or (ii) the storage, generation, • use, disposal, transport or release
of Hazardous

      Materials
in or on the Leased Premises or at the Complex during the Lease Term, and in
each

      case
shall immediately discharge or cause to be discharged any lien imposed upon the
Leased

      Premises
in connection with any such claim. Lessee shall not settle or compromise any
claim

      without
Lessor's prior written approval.

       

      Lessor
shall defend Lessee, and indemnify and hold harmless Lessee and its
officers,

      directors,
servants, employees, agents, contractors and invitees, from and against any
claim,

      expense,
liability, demand, obligation, action, proceeding or assertion of liability, and
any

      damage,
cost or loss (including, without limitation, reasonable attorneys' fees,
consultant's fees,

      the cost
of litigation, and any remediation and cleanup costs), arising from or relating
to the

      storage,
generation, use, disposal, transport, or release of Hazardous Materials at the
Complex by

      Lessor or
any of its officers, directors, servants, employees, agents, contractors or
invitees,

      whether
or not such activities have been consented to by Lessee, and in each case
shall

      immediately
discharge or cause to be discharged any lien imposed upon the Leased Premises
in

      connection
with any such claim.

       

      As used
in this Section, the term "Hazardous Materials" shall mean, collectively, any
chemical, 

      substance,
waste, material, gas or emission which is deemed hazardous, toxic, a pollutant,
or a 

      contaminant
under any statute, ordinance, by-law, rule, regulation, executive order or
other

       administrative
order, judgment, decree, injunction or other judicial order of or by any
Governmental

       Authority,
now or hereafter in effect, relating to pollution or protection of human health
or the

       environment.

       

      The
provisions of this Section shall survive the expiration or termination of this
Lease. SEC. 36. MISCELLANEOUS:

       

      A.            Neither
diminution nor shutting off of light or air or both nor any other effect
on

      the
Leased Premises by any structure erected or condition now or hereafter existing
on 

      lands
adjacent to the Building shall affect this Lease, abate Rent, or otherwise
impose any

       liability
on Lessor.

      


       

      B.            Neither
Lessor nor Lessee shall be in default hereunder if such party is unable
to

             fulfill
or is delayed in fulfilling any of its obligations hereunder, including
any\

             obligations
to supply any service hereunder, or any obligation to make repairs
or

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


       

      replacements
hereunder, by reason of fire or other casualty, strikes or labor troubles,


      governmental
preemption in connection with a national emergency, shortage of supplies or


      materials,
or by reason of any rule, order or regulation of any governmental authority, or
by

      reason of
the condition of supply and demand affected by war or other emergency, or any


      other
cause beyond its control. Such inability or delay by in fulfilling any of
Lessor's or

      Lessee's
obligations hereunder shall not affect, impair or excuse such party from the


      performance
of any of the terms, covenants, conditions, limitations, provisions or
agreements 

      hereunder
on its part to be performed, nor result in any abatement of Rent payable
hereunder, 

      except as
otherwise provided hereunder.

       

      C.            Neither
Lessor nor (except as otherwise provided in Section 25) Lessee shall
in

      any event
be liable to the other party or to any person or entity whatsoever for
consequential,

       indirect,
special, or punitive damages in any way related to this Lease or the Leased
Premises.


       

      D.            Lessee
understands that this Lease shall not be binding upon the Lessor until
the

      Lease is
signed by Lessee and by Lessor, and a fully-executed original Lease is delivered
to Lessee.

       

      SEC. 37.
RIDER: The Rider attached hereto is incorporated by reference and made a part of
this

      Lease.

      


      


      
 

      


      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



       

      IN
WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly authorized
individuals, have 

      caused
these presents to be executed under seal in multiple counterparts, each of which
shall have 

      the force
and effect of an original, as of the day first above written.

      


      


       

      LESSOR:

       

      HEWLETT-PACKARD
COMPANY

      


      


       

      By:   
/s/
illegible                                                                


       

      Its:  
Manager, Real Estate Americas Acquisitions and Dispositions

      


      


       

      LESSEE:

       

      SKILLSOFT
CORPORATION

      


      


       

      By: 
/s/ Tom
McDonald                           
                      


       

      Its: 
Chief Financial Officer

      


      


      


      


      


      


      


      


      
 

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      


       

                    
EXHIBIT "A"

       

      [DIAGRAM OF FLOOR PLAN]

       

      


      


      


      
 

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
 

       

      EXHIBIT
"B"

      


       

      "RULES
AND REGULATIONS"

      


       

      1. The
sidewalks, halls, passages, exits, entrances, elevators, lobbies, and stairways
of the

      Building
shall not be obstructed by any of the lessees or used by them for any purpose
other than

      for
ingress to and egress from their respective premises. The halls, passages,
exits, entrances,

      elevators,
lobbies and stairways are not for the use of the general public, and Lessor
shall in all

      cases
retain the right to control and prevent access thereto of all persons whose
presence in the

      judgment
of Lessor shall be prejudicial to the safety, character, reputation and
interests of the

      Building
and its lessees, provided that nothing herein contained shall be constructed to
prevent

      such
access to persons with whom any lessee normally deals in the ordinary course of
his

      business,
unless such persons are engaged in illegal activities. No lessee and no
employee, agent

      or
invitee of any lessee shall go upon the roof of the Building unless supervised
for service on a

      permitted
rooftop antenna.

      


       

      2. No
sign, placard, picture, name, advertisement or notice, visible from the exterior
of

      any
lessee's premises shall be inscribed, painted, affixed or otherwise displayed by
any lessee on

      any part
of the Building without the prior written consent of Lessor, and Lessor shall
have the

      right to
remove any such sign, placard, picture, name, advertisement or notice at such
lessee's

      expense
and without notice to lessee. If Lessor shall have given such consent at any
time, such

      consent
shall be deemed to relate only to the particular sign, placard, picture,
name,

      advertisement
or notice so consented to by Lessor and shall not be construed as dispensing
with

      the
necessity of obtaining the specific written consent of Lessor with respect to
each and every

      other
sign, placard, picture, name, advertisement or notice. Lessor will adopt and
furnish to

      Lessee
uniform rules and regulations relating to signs on the office floors, which
shall be

      applicable
to all lessees occupying space on the office floors of the Building, and Lessee
agrees

      to
conform to such rules and regulations. All approved signs or lettering on doors
shall be

      printed,
painted, affixed or inscribed at the expense of Lessee by a person approved by
Lessor.

      


       

      3. Lessor
will furnish each lessee with two keys free of charge. Lessor may make a
reasonable 

      charge
for any additional keys. No Lessee shall have any keys made. No Lessee shall
alter

      any lock
or install a new or additional lock or any bolt or security system on any door
of his 

      premises
without prior written consent of Lessor. If Lessor shall give its consent, the
Lessee 

      shall in
each case furnish Lessor with a key for any such lock or access through such
security 

      system.
Each Lessee upon the termination of his tenancy, shall deliver to Lessor all
keys to doors 

      in the
Building which shall have been furnished to such Lessee.

      


       

      4. No
Lessee shall use or keep in, or about the Leased Premises or the Building
any

      kerosene,
gasoline or inflammable or combustible fluid or material, or use any method of
heating

      or air
conditioning other than that supplied by Lessor. No lessee shall use, keep or
permit to be

      used or
kept any foul or noxious gas or substance in, on, or about the Leased Premises
or the

      Building,
or permit or suffer the Leased Premises to be occupied or used in a manner
offensive

      or
objectionable to Lessor or other occupants of the Building by reason of noise,
odors and/or

      vibrations,
or interfere in any way with other lessees or those having business
therein.

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      5. The
Leased Premises shall not be used for the storage of merchandise or for
loading,

      and no
cooking shall be done or permitted by any lessee on the premises, except that
the

      preparation
of coffee, tea, hot chocolate and similar items for lessee and its employees
shall be

      permitted.

       

      6. No
animals, or birds, or bicycles shall be allowed in the offices, halls,
corridors, elevators or 

      elsewhere
in the Building.

       

      7. No
lessee shall employ any person or persons other than the janitor of Lessor for
the

      purpose
of cleaning the Leased Premises, unless otherwise agreed to by Lessor in
writing. Except

      with the
written consent of Lessor, no person or persons other than those approved by
Lessor

      shall be
permitted to enter the building for the purpose of cleaning the same. No lessee
shall

      cause any
unnecessary labor by reason of such lessee's carelessness or indifference in
the

      preservation
of good order and cleanliness. Lessor shall in no way be responsible to any
lessee

      for any
loss of property on the Leased Premises or the Building, however occurring, or
for any

      damage
done to the furniture or other effects of any lessee by the janitor or any other
employee

      or any
other person. Janitor service shall include ordinary dusting and cleaning by the
janitor

      assigned
to such work and shall not include shampooing of carpets or rugs or moving
furniture or

      other
special services. Janitor services will not be furnished to areas occupied after
6:30 P.M.

      


       

      8. No
lessee shall obtain for use in the Leased Premises ice, drinking water, food,
beverage, 

      towel or
other similar services, or accept barbering or bootblacking services in the
Leased 

      Premises
or the Building, except from persons authorized by Lessor, and at hours and
under 

      regulations
fixed by Lessor.

       

      9. Each
lessee shall see that the doors of its Leased Premises are closed and securely
locked 

      and must
observe strict care and caution that all water faucets, water apparatus and
utilities are

       shut
off before lessee or lessee's employees leave the Leased Premises, so as to
prevent 

      waste or
damage, and for any default or carelessness lessee shall indemnify and hold
Lessor 

      harmless
from all injuries sustained by other Lessees or occupants of the Building or
Lessor. 

      On
multiple-tenancy floors, all lessees shall keep the door or doors to the
Building corridors 

      closed at
all times except for ingress or egress.

      


       

      10. No
curtains, draperies, blinds, shutters, shades, screens or other coverings,
hangings or 

      decorations
shall be attached to, hung or placed in or used in connection with any window


      of the
Building without the prior written consent of Lessor. In any event, with the
prior written 

      consent
of Lessor, said above items shall be installed inboard of Lessor's standard
window covering 

      and shall
in no way be visible from the exterior of the Building.

      


       

      11. The
toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose

       other
than that for which they were constructed, no foreign substance of any kind
whatsoever 

      shall be
thrown therein, and the expense of any breakage, stopping or damage resulting
from the

      violation
of this rule shall be borne by the Lessee who, or whose employees, agents or
invitees, 

      shall
have caused it.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      12.
Except with the prior written consent of Lessor, no lessee shall sell, or permit
the sale of newspapers, 

      magazines,
periodicals, theater tickets or any other goods or merchandise in or on the
Leased Premises 

      or in the
Building, nor shall any lessee carry on, or permit or allow any employee or
other person to carry 

      on, the
business of stenography, typewriting or any similar business in or from the
Leased Premises for the 

      services
or accommodation of occupants of any other portion of the Building.

      


       

      13. No
lessee shall install any radio, television or telecommunications antenna, or
other device on the roof 

      or
exterior walls of the Building or anywhere on the land, except as specifically
otherwise agreed in writing 

      by
Lessor.

      


       

      14. There
shall not be used in any space, or in the public halls of the Building, either
by any lessee or 

      others,
any hand trucks except those equipped with rubber tires and side guards. No
other vehicles 

      of any
kind shall be brought by any lessee, its employees, agents or invitees into the
Building or kept in 

      or about
his Leased Premises.

      


       

      15. Each
lessee shall store all his trash and garbage within its Leased Premises.
No

      material
shall be placed in the trash or receptacles if such material is of such nature
that it may

      not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and

      garbage
in the City of Nashua, without being in violation of any law or ordinance
governing such

      disposal.
All garbage and refuse disposal shall be made only through entryways and
elevators

      provided
for such purposes and at such times as Lessor shall reasonably
designate.

      


       

      16.
Canvassing, soliciting, and peddling in the Building are prohibited, and each
lessee shall cooperate to 

      prevent
the same.

       

      17. The
requirements of Lessee will be attended to only upon application at the office
of the Building. 

      Employees
of Lessor shall not perform any work or do anything outside of their regular
duties unless under 

      special
instructions from Lessor.


       

      18. A
Building bulletin board will be provided for the display of the name and
location of lessee only, 

      and
Lessor reserves the right to exclude any other names therefrom. Any additional
name which lessee 

      shall
desire to place upon said bulletin board must first be approved by Lessor, and,
if so approved, a 

      charge
will be made therefor.

       

      19.
Lessor may waive any one or more of these Rules and Regulations for the benefit
or

      any
particular lessee or lessees, but no such waiver by Lessor shall be construed as
a waiver of

      such
Rules and Regulation in favor of any lessees or lessees, nor prevent Lessor from
hereafter

      enforcing
any such Rules and Regulations against any or all of the lessees of the
Building.

       

      20. These
Rules and Regulations are in addition to and shall not be construed to in any
way modify, 

      alter or
amend, in whole or in part, the terms, covenants, agreements and conditions of
any Lease of 

      Leased
Premises in the Building.

       

      21.
Lessee will refer all contractors, contractors' representatives and
installation

      technicians
rendering any service for Lessee, to Lessor for Lessor's supervision and/or
approval

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


      


       

            before performance of any such
contractual services. This shall apply to all work performed in

            the Building including, but not
limited to, installation of telephone, telegraph equipment,

            electrical devices and
attachments, and installation of any and every nature affecting floor,
walls,

            woodwork, trim, window, ceilings,
equipment or any other physical portion of the Building.

               
None of this work will be done by Lessee without Lessor's written approval first
had and

               
obtained.

       

      22.
Movement in or out of the Building of furniture or office equipment, or dispatch
or

      receipt
by Lessee of any merchandise or materials which requires the use of elevators
or

      stairways,
or movement through the Building entrances or lobby shall be restricted to the
hours

      reasonably
designated by Lessor from time to time, all such movement shall be directed
by

      Lessor
and in a manner agreed upon between Lessee and Lessor by prearrangement
before

      performance.
Such prearrangement initiated by Lessee shall include determination by Lessor
and

      subject
to its decision and control of the time, method, and routing of movement,
limitations

      imposed
by safety or other concerns which may prohibit any article, equipment or any
other item

      from
being brought into the Building. Unless caused by Lessor's negligence, Lessee
expressly

      assumes
all risk of damage to any and all articles so moved, as well as injury to any
person or

      persons
or the public engaged or not engaged in such movement, including equipment,
property,

      and
personnel of Lessor if damaged or injured as a result of any acts in connection
with carrying

      out this
service for Lessee from the time of entering property to completion of the work;
and

      Lessor
shall not be liable for the act or acts of any person or persons so engaged in,
or any

      damage or
loss to any property of persons resulting directly or indirectly from any act
in

      connection
with such service performed by or for Lessee.

       

      23.
Lessor will not be responsible for any lost or stolen personal property,
equipment, money, 

      or
jewelry from Lessee's area or public rooms regardless of whether such loss
occurs when the 

      area is
locked against entry or not.


      24.
Lessor may permit entrance to Lessee's offices by use of pass keys controlled by
Lessor or 

      employees,
contractors, or service personnel supervised or employed by
Lessor.


      25. None
of the entries, passages, doors, elevators, elevator doors, hallways, or
stairways. 

      shall be
blocked or obstructed, or any rubbish, litter, trash, or material of any nature
placed, 

      emptied
or thrown into these areas, or such areas be used at any time except for access
or egress

       by
Lessee, Lessee's agents, employees, or invitees.

       

      26. All
Hewlett-Packard owned facilities are "Smoke Free", therefore smoking of
all

      tobacco
products is prohibited anywhere inside the facility by Lessee and their guests.
Areas are

      designated
outside of the building for smoking and receptacles are provided for smoking
waste.

       

      27.
Lessor reserves the right to make such other and reasonable rules and
regulations and to modify

       these
Rules and Regulations as in its judgment may from time to time be needed for the
safety, care 

      and
cleanliness of the Leased Premises or the Building, and for the preservation of
good order therein.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

       

      28.
Lessee will not conduct itself in any manner, which is inconsistent with the
character of the 

      Building
as a first-quality building or which will impair the comfort and convenience of
other Lessees 

      in the
building.

       

      Lessor
desires to maintain high standards of environment, comfort and convenience for
its Lessees. 

      It will
be appreciated if any undesirable conditions or lack of courtesy or attention by
its employees 

      is
reported directly to Lessor.

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      EXHIBIT
"C"

      


       

      "CLEANING
STANDARDS"

      


      


      


      


      


      


      


      


      


      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES

                                     DUE:
SEPTEMBER 9, 2002

        


        APPENDIX
B - SERVICE SPECIFICATIONS & SUPPORTING DEFINITIONS

        


        1.
GENERAL CLEANING PERFORMANCE SPECIFICATIONS

        


        


        PERFORMANCE

        CATEGORIES                                           ZONE
B

        ----------------------------                                    
--------------------------

        


        Space

        Categories                                     Office

        


                                                        Primary
Circulation

        


                                                        Computer
Rooms

        


                                                        Cafe
& Amenities

        


                                                        
Labs/Test

        


                                                        
Manufacturing/Repair

        


                                                         Rest
Rooms

        


        HEWLETT-PACKARD
CONFIDENTIAL



      
         

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES

                                      DUE:
SEPTEMBER 9, 2002

        


        


        PERFORMANCE

        CATEGORIES                                     ZONE
B

        -------------------------------------------------------------------

        


        Floors                      -   Carpets
will be substantially clean with minor controllable

                                             spots,
stains, dirt, and debris,
consistent with
a quality working environment.


                     All frays and
uncontrollable
spots or stains
that cannot be removed will be
reported 

                     to
Site Services.

        


                                          -   Tile,
including grout lines,
and concrete floors will be
substantially clean

                                              with
minor controllable spots,
stains, dirt, scuff
marks and debris,

                                              consistent
with a quality working
environment; high gloss
shine will be applied

                                              in
specified cases only

        


                                          -   Mats
will be substantially free of
spots, stains, dirt,

                                              debris
and frays

        


                                          REQUIRED
FREQUENCIES - CAFETERIA:

        


                                          Vacuum
- Nightly

                                          Spot
Clean - Nightly(3)

                                          Dry
Mop - Nightly

                                          Damp
Mop - Nightly

                                          Spray
Buff - Weekly

        


        Natural                        -   Natural
wood surfaces will be substantially clean with minor controllable

        Wood                              spots,
stains, dirt, dust, and debris, and oiled to prevent drying

        Surfaces                          (office
furniture is excluded from the oiling process), consistent with a

                                                 quality
working environment                                                   

        


        Other                             -   Doors,
door frames, door glass, baseboards, partitions,

        Surfaces                       
   walls,
acoustic panels, window coverings, cabinetry,

                                             
    handmils,
flat surfaces and ledges will be substantially

                                                 
clean
with minor controllable spots, stains, dirt, dust and

                                               
  debris, consistent with a quality working environment

                                              

        


        HEWLETT-PACKARD
CONFIDENTIAL

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES

                                     DUE:
SEPTEMBER 9, 2002

        


        


        PERFORMANCE

        CATEGORIES                                     ZONE
B

        -------------------------------------------------------------------

        


        Furniture                  -   Furniture
will be substantially
clean with minor
dirt, dust and

                                              debris,
consistent with a quality
working environment, and
arranged per original

                                              set-up.
Note: spots on chairs in
offices/cubicles will be removed
on an as requested

                                              basis
only. Furniture (desk tops
& flat surfaces) in offices/cubicles
that has

                                              personal
and/or work related items on
it, are not included in
the General Cleaning

                                              Performance
SpecificationRequirements

        


                                         -   Cafeteria
and break area chairs
may require more intense
cleaning/laundering.

        


        Interior                     -   Interior
windows will be substantially clean with  minor spots,
stains,

        Windows
(2)                dirt,
dust, debris, smudges, prints and streaks, consistent with a
quality          

                                               working
environment                                   


        Trash                        -   Trash
receptacles and trash trucks will be emptied of waste with a clean
liner

        Receptacles                  (Interior
and Exterior) (where applicable), and will have minor
controllable      

                                                 spots
and stains, inside  and
out                                                

        


                                          -   Trash
receptacles and trash trucks will be kept odor free

                                                                                    

                                          -   Trash
receptacles to be  replaced in original position within work area
after being

                                              emptied

        


                                          REQUIRED
FREQUENCIES-

                                          OFFICE/CUBICLES:

        


                                          Desk-side
trash/recycle

                                          receptacles
- 2/week

        


        HEWLETT-PACKARD
CONFIDENTIAL

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES

                                     DUE:
SEPTEMBER 9, 2002

        


        


        PERFORMANCE

        CATEGORIES                                      ZONE
B

        ---------------------------------------------------------------------

        


        Equipment                         -   Common
area telephones will be clean and sanitized

                                              

        


                                          -   Chalk
/ whiteboards will be free of controllable spots, stains, dirt, and
dust                                     

                                              unless
marked otherwise (e.g., "save", "do not crase").

                                              Note:
this requirement does not pertain to office/
cubicle  chalk/whiteboards

         

                                          -   Cigarette
urns and ashtrays in smoking areas will have silica sand and be free
of

                                              an
accumulation of cigarette butts (< 15-20)

                                              

                                          -   Microwaves
and refrigerators will be clean and sanitized

                                              


                                          -   Note:
fitness equipment will be cleaned & sanitized by the fitness
supplier                                     

                                              and
will not require services by the custodial supplier. However, the

                                              custodial
supplier is responsible for providing the cleaning supplies,
including                             

                                              the
disinfectant and paper towels

        
 

        Other                             -   Elevator
tracks and call panels will be substantially clean with minor
spots,

                                              stains,
dirt and debris,  consistent with a quality working
environment

                                             

                                          -   Vents
and diffuser outlets and immediate surrounding ceiling tiles up to 12'
in

                                             height,
will be substantially clean with minor built-up dust and debris, consistent
with a

                                             quality
working environment                                       


                                          -   All
light fixtures up to 12' in height, except explosion encased fixtures, will
be

                                             substantially
clean with minor built-up dust and debris, consistent with a

                                              quality
working environment

        


                                          -   All
damaged items will be reported to Site Services

                                              


                                          -   Coffee
station cabinetry, countertops and sinks will be substantially
clean

                                              with
minor controllable spots,
stains, dirt and debris.
Related  trash                                      

                                              receptacles
will be emptied of waste with a clean liner as needed


                                          -   Water
fountains and hot water dispensers will be sanitized and free of
built

                                              up
hard water/lime deposits; bright work will be polished. Note:
bottled

                                              water
dispensers are not  included in
performance requirements

                                             

                                            


        HEWLETT-PACKARD
CONFIDENTIAL


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        REQUEST
FOR PROPOSAL - GENERAL CLEANING SERVICES

                                     DUE:
SEPTEMBER 9, 2002

        


        


        PERFORMANCE

        CATEGORIES                                     ZONE
B

        -------------------------------------------------------------------

        


        Restrooms
&                       -   Floors
and counter tops will  be cleaned and sanitized

        Showers
-                            

        Additional

        Requirements                      -   Toilets
and urinals will be cleaned and sanitized

                                              


                                              -   Partitions
and walls will be sanitized and substantially  clean with minor
controllable

                          spots, stains,
dirt, dust, debris, smudges, and free of all removable graffiti;
all

                                                         
graffiti will be reported to Site Services

                                                                                                                          


                                              -   Mirrors
will be substantially clean with minor spots and streaks

        


                                              -   Vitreous
fixtures will be clean and sanitized

                                              

        


                                              -   Lockers
will be substantially clean with minor controllable   spots,
stains, dirt, dust,

                                                         
debris, smudges and fingerprints

                                                                                                                        


                                              -   Shower
curtains and glass  doors will be sanitized and free of stains,
smudges, and

                                                          mildew;
shower curtains will be replaced when torn or stained

                                                                                    


                                              -   Drains
will be free of hair; an adequate level of water will be maintained in
all

                                                  drains to
keep the area odor free

        


                                              -   Minor
stoppages will be  cleared; all other stoppages will be reported to
Site Services

                                   

                                              -   Paper
towels, 2-ply toilet paper, hand soap, hand  lotion, seat covers,
sanitary napkins, cone cups,                                  

                                                  and air
fresheners will be maintained; recycled material is encouraged

                                              

                                              


                                          REQUIRED
FREQUENCIES:

        


                                          Floors
Swept - Nightly

                                          Floors
Disinfected - Nightly

                                          Disinfect
Hand Basins - Nightly

                                          Disinfect
Urinals/Commodes -

                                          Nightly

                                          Polish
all chrome - Nightly

                                          Wash
Partitions - Nightly

                                          Dust
Partition tops - Weekly

                                          Replenish
All Dispensers

                                          (Consumables)
- Nightly

                                          Machine
Scrub or Power Wash

                                          Floors
- Quarterly

                                          Machine
Scrub or Power Wash Tile

                                          Walls
- Quarterly

                                          Trash
Removal - Nightly

        


        HEWLETT-PACKARD
CONFIDENTIAL




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
"D"

      


       

      "LESSEE'S
PROPOSED FLOOR PLAN"

      


      


      


      


      


      


      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
 

       

      EXHIBIT
"D-1"

      


       

      "LESSEE'S
WORK"

      


      


       

      1.           Ceilings:
Ceilings will be 2' x 4' x 3/4" Armstrong VL ceiling tile. Ceiling height
will

      be
10'0".

       

      2.            Partitions:
Partitions will have 3 5/8" metal studs with 5/8" sheetrock on each
side.

      Partitions
will extend from floor to underside of tile ceiling. There will be 8 new
conference

      rooms, 2
QA rooms, 1 support room and 1 CD production room.


       

      3.           Doors:
There will be 26 new doors and frames. The doors will be solid core birch,
3'x7'.

      .Door
frames will be metal.


       

      4.            Coffee
areas: Demolition and disposal of cabinets, countertops and sinks from 2
existing

      coffee
areas. Installation of new base cabinets (MDF Cabinets) countertops, 1 %2 " laminate with

      4"
backsplash, and double bowl stainless steel sinks and faucets.


       

      5.           Vinyl
tile: Installation in server room and cafeteria.


       

      6.            Server
Room: Installation of clean room ceiling tile and a Clean Agent
(HFC-227ea/FM-

      200) Fire
Suppression system by SimplexGrinnell.


       

      7.            Sprinklers:
Rework 20 sprinkler heads for new wall configuration.

       

      8.           Electrical:
Supply and install (3) 200 amp panels, (20') feeders and breakers

      Supply
and install (10) 2x4 light fixtures and relocate (20) fixtures

      Supply
and install (50) duplex wall receptacles and (20) wall switches

      Supply
and install (350') of divided Wiremold #G-4000 with (80) duplex

      receptacles on (72) 20 amp, 120 volt
circuits

      Supply
and install (6) F.A. horn/light units and relocate two Supply and install (3)
exit signs and relocate three

      Install
and connect (45) existing Wiremold #G-4000 power poles to existing

      circuits

      Supply
and install (3) 40 amp disconnects and feeders for room AC units.

      


      


      


        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

       

      EXHIBIT
"E"

      


       

      "ANTENNAE
SPECIFICATIONS"

      


                          [Specifications for
Omnidirectional Antenna/Dual Band/3dbBi & 

                                         
Yagi Antenna /800&900 MHz/11dBi]


      
 

      
 

      
 

      

 

      


      
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      RIDER TO LEASE DATED AS OF
JUNE
1 ,
2004

       

      BY AND BETWEEN
HEWLETT-PACKARD COMPANY,

       

      AS
LESSOR

      AND SKILLSOFT
CORPORATION,

      AS
LESSEE

       

      This
Rider is attached to and made a part of a certain lease dated as of June 9, 2004

      (the
"Lease") by and between Hewlett-Packard Company, as Lessor, and SkillSoft
Corporation, as Lessee. 

      Capitalized
terms used in this Rider which are defined in the Lease and not otherwise
defined herein shall 

      have the
same meaning in this Rider as in the Lease.

       

      1.            Base Rent During Extension
Term(s). For purposes of this Lease, "Fair Market

      Rent"
shall mean the annual Base Rent determined on the basis of then current rentals
being

      charged
for newly executed leases for space of a size, quality and location comparable
to the

      Leased
Premises in the Nashua, New Hampshire area, taking into account, without
limitation,

      such
considerations as the permitted uses, size, location, lease term, and the terms
of this Lease

      (other
than the Base Rent), but specifically excluding any incremental value
attributable to

      alterations,
additions or changes made by Lessee (whether in preparation for Lessee's
initial

      occupancy
of the Leases Premises or at any time thereafter). Fair Market Rent shall be
based on

      the
Leased Premises in its "as is" condition and shall take into account inducements
(such as

      "free"
rent and tenant fitup allowances) then being offered to prospective tenants in
the market

      described
above. Notwithstanding the foregoing, in no event shall the Base Rent be less
than

      that of
the most recent twelve (12) month period.

      


       

      If Lessee
gives Lessor written notice of its exercise of an extension option pursuant
to

      Section
2.B of this Lease, the parties shall attempt to agree upon the Fair Market Rent
for such

      Extension
Term within thirty (30) days following Lessor's receipt of such notice. If the
parties

      are
unable to agree within such time, then within fifteen (15) days following the
end of such 30-

      day
period, Lessor and Lessee shall each retain a real estate professional with at
least ten (10)

      years'
continuous experience in the business of appraising or leasing commercial real
estate or

      acting as
commercial real estate agent or broker in the vicinity of the Leased Premises,
who

      shall,
within thirty (30) days of his or her selection, prepare a written report
summarizing his or

      her
conclusion as to Fair Market Rent. Lessor and Lessee shall simultaneously
exchange such

      reports; provided, however,
that if one party has not obtained such a report within ninety (90)

      days
after Lessor received Lessee's notice of exercise of an extension option, then
the

      determination
set forth in the other party's report shall be final and binding upon the
parties. If

      both
parties receive reports within such time and the lesser of the two
determinations is within

      ten (10%)
percent of the higher determination, then the average of these determinations
shall be

      deemed to
be Fair Market Rent. If these determinations differ by more than ten (10%)
percent,

      then the
real estate professionals selected by Lessor and Lessee shall mutually select
the "Final

      Appraiser",
who shall be a person with the qualifications stated above, to resolve the
dispute as

      to Fair
Market Rent. If the Final Appraiser is not selected within thirty (30) days of
the

      exchange
of the first written reports, either party may apply to the American
Arbitration

      Association
or any successor thereto for the designation of a Final Appraiser. Within ten
(10)

      days of
the selection of the Final Appraiser, Lessor and Lessee shall each submit to the
Final

      Appraiser
its real estate professional's written determination of Fair Market Rent. The
Final

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      Appraiser
shall, within thirty (30) days after such submissions, select the Fair Market
Rent as determined by 

      one of
the real estate professionals which is closest to the determination of Fair
Market Rent which the Final 

      Appraiser
would have made acting alone and applying the standards set forth in this Lease,
and shall notify 

      Lessor
and Lessee in writing of such determination. The Final Appraiser shall not have
the power or the 

      authority
to select as Fair Market Rent an amount different from that set forth in one of
the real estate professionals' 

      submissions
to the Final Appraiser. The determination of the Final Appraiser shall be final
and binding upon Lessor 

      and
Lessee.

      


       

      Each
party shall pay the fees and expenses of its real estate professional and
counsel, if any, in

       connection
with any proceeding under this Paragraph 1, and the parties shall each pay
one-half 

      of the
fees and expenses of the Final Appraiser.

      


       

      2.            Lessor's Initial
Work. Prior to the Commencement Date, Lessor shall, at its
sole

      cost and
expense, (i) construct partitions and an entry door so as to separately demise
the Leased

      Premises,
(ii) provide a card reader access system for the Leased Premises, (iii) clean,
repair and

      paint the
walls of the Leased Premises, (iv) clean the carpet in the Leased Premises, and
(v) clean

      and
repair all light fixtures in the Leased Premises so that the same are in working
order.

      


       

      3.            Right of First
Refusal. In the event that at any time during the Lease
Term,

      Lessor
receives a bona fide written offer from a third party unaffiliated with Lessor
for the lease

      to such
party of space on the second floor of the Building other than the Leased
Premises (the

      "Offer
Space"), which offer Lessor intends to accept on the terms set forth in such
offer (or

      which
Lessor has accepted expressly subject to Lessee's rights under this Paragraph
3), Lessor

      shall
give written notice (the "Offer Notice") to Lessee, together with a copy of such
written

      offer
received by Lessor. Provided that (i) no Event of Default then exists and (ii)
the named

      Lessee is
then occupying the entire Leased Premises, Lessee shall have the right to lease
the

      space
identified in the Offer Notice for a term commencing on the date on which Lessor
delivers

      possession
thereof to Lessee, and ending on the last day of the Lease Term, and otherwise
on the

      terms set
forth in the Offer Notice, by giving written notice of exercise ("Lessee's
Exercise

      Notice")
to Lessor within ten (10) days after Lessor gives the Offer Notice to Lessee. If
Lessee

      exercises
its right under this Paragraph 3 to lease such space, then such space shall
become

      subject
to all of the terms of this Lease except that to the
extent to which the terms set forth in

      the Offer
Notice (including Base Rent and concessions) are inconsistent with any of the
terms of

      this
Lease, the terms set forth in the Offer Notice shall apply to such space; provided, however,


      that in
all events the Lease Term with respect to the Offer Space shall be co-terminus
with the

      Lease
Term with respect to the remainder of the Leased Premises. In the event that
Lessee, for

      any
reason whatsoever, fails or refuses to give Lessee's Exercise Notice within such
10-day

      period,
Lessee shall be deemed to have waived its rights under this Paragraph 3 with
respect to

      the Offer
Space for the remainder of the Lease Term; provided, however,
that if Landlord has

      not,
within seven (7) months after Landlord gave the Offer Notice to Lessee, entered
into one or

      more
leases covering such Offer Space on terms not substantially more favorable to
the lessee

      thereunder
than the terms set forth in the Offer Notice, Lessor shall be required to
re-commence

      the
process described in this Paragraph 3 prior to entering into any lease of the
Offer Space (or

      such
unleased portion thereof) to a third party. In the event that the Offer Space
does not include

      the
entire remainder of the second floor, Lessee's rights under this Section shall
apply separately

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      with
respect to each portion of the second floor, but Lessee shall have only one
opportunity to

      exercise
the right herein granted with respect to any specific portion of such space on
the second

      l foor of
the Building.

       

      Any space
which is subjected to the terms of this Lease pursuant to this Paragraph
3

      shall be
delivered broom clean but otherwise in its "as is" condition except as otherwise
set forth

      herein.
Effective upon the date on which Lessor delivers possession to Lessee of any
space

      which is
subjected to the terms of this Lease pursuant to this Paragraph 3, such space
shall be

      deemed to
be part of the Leased Premises, subject to all of the terms, provisions and
conditions

      set forth
in this Lease (except as otherwise provided above in this Paragraph 3), and
Lessee's

      Proportionate
Share shall be appropriately modified. Notwithstanding the foregoing, each
party

      to this
Lease shall, upon request of the other party, execute an amendment to this Lease
setting

      forth the
rentable area of the Offer Space, the date on which it becomes subject to this
Lease, the

      Base Rent
to be paid therefor, and Lessee's Proportionate Share as adjusted to reflect
the

      addition
of the Offer Space.

      


       

      4.            Furniture. Lessee shall
have the right, at no additional charge, to use in the Leased
Premises 

      during
the Lease Term the furniture owned by Lessor and located in the
Leased

       

      Premises
as of the date this Lease is executed by Lessor. Such furniture shall remain the
sole property 

      of Lessor
at all times. Lessee shall have the right to reconfigure such furniture to suit
its requirements 

      and shall
not be required to return the furniture to its original configuration upon the
expiration or

       earlier
termination of this Lease. Lessee shall maintain the same in good condition and
repair, reasonable 

      wear and
tear and damage by casualty excepted, and shall not remove the same from the
Leased Premises 

      at any
time. Lessee shall leave all such furniture in the Leased Premises at such time
as Lessee vacates 

      the
Leased Premises.

      


       

      5.            Antennae and
Boosters. Lessee shall have the right, at its sole cost and
expense,

      (i) to
install on the roof of the Building (A) one (1) satellite receiving dish antenna
not exceeding

      24 inches
in diameter (the "Satellite Dish"), and (B) up to two (2) antennae (the
"Rooftop

      Antennae")
as shown on Exhibit "E" attached hereto and made a part hereof, (ii) to
install

      within
the Leased Premises one (1) cell phone signal booster (the "Booster"). as shown
on

      Exhibit
"E" and made a part hereof, and (iii) to install in the Building chases and
above the

      finished
ceiling of the Leased Premises such wires, conduits, and similar appurtenant
facilities as

      are
necessary for Lessee's use and operation of the Satellite Dish, the Rooftop
Antennae and/or

      the
Booster (collectively, the "Appurtenances"; and together with the Satellite
Dish, the

      Rooftop
Antennae and the Booster, collectively the "Antennae Equipment"), provided
that:

      


       

      (a)           the
Antennae Equipment shall be used solely by Lessee for the normal

      conduct
of its business in the Leased Premises, and not for any other purpose
or

       for
the benefit of any other person or entity unless Lessor otherwise agrees in
writing

       in
its sole discretion;

       

      (b)           Lessee
shall obtain Lessor's prior written approval as to (i) the
location,

      type,
size, shape, and appearance of the Antennae Equipment, (ii) the

      identity
of all contractors and subcontractors who Lessee proposes to

      engage to
perform any work in connection with such installation, and (iii)

      

 

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      the plans
and specifications relating to such installation, which approval shall not be
unreasonably withheld or delayed;

       

      (c)            Lessee
shall provide to Lessor after such installation is completed a

      certificate
of a structural engineer registered in the State of New

      Hampshire
approving the location and method of installation of the

      Antennae
Equipment, which certificate shall bear such engineer's stamp;

       

      (d)            to
the extent to which the issuer of the warranty on the roof of the

      Building
requires, as a condition to the continued validity of such

      warranty,
that only contractors approved by such issuer perform work on

      the roof,
Lessee shall employ only such contractors as are approved by

      such
issuer and shall submit evidence of such approval to Lessor

      reasonably
satisfactory to Lessor prior to commencing any work on the

      roof;

       

      (e)            Lessee,
its employees, agents, contractors, and subcontractors, shall not

                     
access
the roof unless accompanied at all times by a person designated by 

                     
Lessor;

       

      (f)            Lessee
shall, at its sole cost and expense, obtain all approvals,
licenses,

      permits,
and consents from governmental authorities required by applicable Legal


      Requirements
to install the Antennae Equipment;

       

      (g)            Lessee
shall cause the installation of the Antennae Equipment to be done

      in a good
and workmanlike manner and in accordance with all applicable

      Legal
Requirements and Insurance Requirements, the requirements of the

      warranty
on the roof, and the requirements of all existing restrictions,

      easements,
and encumbrances of record affecting the Land;

       

      (h)            Lessee
shall, at its sole cost and expense, maintain the Antennae

      Equipment
in good operating condition and maintain and operate them in accordance


      with all
applicable Legal Requirements and Insurance Requirements, the requirements


      of the
warranty on the roof, and the requirements of all existing restrictions,
easements, 

      and
encumbrances of record affecting the Land;

       

      (i)            the
Antennae Equipment shall not be designed, constructed, located, or

      operated
so as to (A) interfere with the operation and use of other antennae

      on the
roof by Lessor or by other parties now or hereafter permitted by

      Lessor to
install and operate such antennae, or interfere with the use of

      cellular
communications equipment, or other electronic equipment, or

      other
equipment used by Lessor or any other occupant of the Building

      (and if
Lessor determines at any time that all or any portion of the

      Antennae
Equipment does so interfere, Lessor shall have the right to

      require
Lessee to reorient, modify, or remove the Antennae Equipment so

      specified
by Lessor at Lessee's sole cost and expense), or (B) be visible

      from the
ground or from streets and sidewalks adjacent to or in the vicinity

      of the
Building (provided screening may, subject to Lessor's approval, be

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      used to
obscure the Antennae Equipment mounted on the roof of the Building from
view);

       

      (j)           Lessee
shall, at its sole cost, remove the Antennae Equipment in its

      entirety
(including all wiring, brackets and mounting systems) and plug all

      roof
penetration sleeves on or prior to the date on which the Lease Term

      expires
or this Lease is terminated, and shall restore the surface of the
roof

      and all
other portions of the Building to the condition in which they were

      prior to
the installation of the Antennae Equipment, again using for work

      on the
roof of the Building only such contractor as is approved by the

      issuer of
the warranty covering the roof of the Building, and Lessee shall

      submit
evidence of such approval to Lessor reasonably satisfactory to

      Lessor
prior to commencing any work on the roof, and

       

      (k)           upon
reasonable advance notice to Lessee, Lessor shall be entitled in
its

      sole
discretion to cause any or all of the Antennae Equipment mounted on the roof


      of the
Building to be moved to another location on the roof, at Lessor's cost and
expense.

       

      Lessor
agrees to cooperate with Lessee, at no cost to Lessor, in connection with any


      application
for zoning relief submitted and prosecuted by Lessee to enable Lessee to install
the 

      Antennae
Equipment after Lessor has approved the same.

       

      All work
done by or on behalf of Lessee pursuant to this Paragraph 5 shall
be

      subject
to the requirements set forth elsewhere in this Lease with respect to the
performance by

      Lessee of
alterations to the Leased Premises. Lessor may inspect such work at any time or
times

      and shall
promptly give notice to Lessee of any observed defects. Lessee shall
indemnify,

      defend,
and hold harmless Lessor from and against any and all liability, damage,
penalties, or

      judgments,
and from and against any claims, actions, proceedings, and expenses and costs
in

      connection
therewith, including reasonable attorneys' fees, resulting from any work
performed

      by or on
behalf of Lessee pursuant to this Paragraph 5. All of the Antennae Equipment
shall be

      at
Lessee's sole risk, Lessor shall have no responsibility to maintain any
insurance on them, and

      Lessor
shall not otherwise be responsible for any damage or destruction to the
Antennae

      Equipment
unless such damage or destruction is caused by Lessor's negligence.

       

      Lessee
acknowledges that Lessor may at any time place and operate antennae on the roof
of the 

      Building,
or may allow other Lessees and third parties to place and operate antennae on
the roof of 

      the
Building, and Lessee understands that it does not have an exclusive right to use
the roof of the 

      Building
for such purpose.

      


       

      6.            Lessee's Work Prior to
Commencement Date. Lessee intends, at its sole cost and

      expense,
(i) to lay out the Leased Premises as shown on the floor plan attached hereto as
Exhibit

      "D" and
made a part hereof, and (ii) to make certain alterations to the Leased Premises,
as more

      particularly
described in Exhibit "D-1" attached hereto and made a part hereof, to prepare
the

      Leased
Premises for its occupancy (collectively, "Lessee's Work"). All work performed
by

      Lessee
shall be subject to the provisions of this Lease, including Section 10. Lessee's
Work

      shall be
designed, constructed, located, and operated so as not to interfere with the
operation and

      use of
other equipment (including, without limitation, cellular communications
equipment or

      other
electronic equipment) within the Complex or on the roof thereof by Lessor or by
other

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      parties
now or hereafter occupying space within the Complex (and if Lessor determines at
any time that any 

      component
of Lessee's Work does so interfere, Lessor shall have the right to require
Lessee to reorient, modify, 

      or remove
such component at Lessee's sole cost and expense). Lessee hereby agrees that it
shall, at its sole 

      cost and
expense, remove upon the expiration or earlier termination of this Lease the
following items of Lessee's 

      Work and
restore at that time the Building (including all wall and ceiling surfaces) to
the condition in which it was 

      prior to
the installation of the following items of Lessee's Work:

      


       

      (1)            all
HVAC chilled water equipment, and all piping and wiring associated with
the

      server
room to be constructed by Lessee;

       

      (2)            Clean
Agent (HFC-227ea/FM-200) Fire Suppression system by SimplexGrinnell

      serving
the server room to be constructed by Lessee, and all associated piping and
wiring; and

       

      (3)            all
partitions that penetrate the existing ceiling grid.

       

      Lessee
shall not be required to remove the remainder of Lessee's Work as identified
on

      Exhibits
"D" and "D-1".

       

      7.            Conflict. In the
event of any conflict or inconsistency between the terms of the

      Lease and
the terms of this Rider, the provisions of this Rider shall govern and
control.

      


      


      



    



    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      FIRST AMENDMENT TO LEASE
AGREEMENT

      


      


       

      This FIRST AMENDMENT TO LEASE AGREEMENT (the "A
mendrnent") is made and entered into as of September 9, 2004 by


      and
between HEWLETT`-PAc& i COMPANY, a .Delaware corporation, acting by
and through its duly authorized
representative

       (the "Lessor"), and
SKILLSOFT CORPORATION, a Delaware corporation (the "Lessee").

      


       

      RECITALS

      


       

      A.           Lessor
and Lessee entered into a certain lease agreement dated as of June 9, 2004
(the
"Lease") with respect to certain 

      premises
(the "Leased Premises")'located on the second floor of
the office building 2 (the `Building") located on the parcel(s) 

      of land
known as and numbered 1I0 Spit Brook, Nashua, New Hampshire 03062
(the "band"), Capitalized terms used in this 

      Amendment which are defined in the
Lease and not otherwise defined herein shall have the
same meaning in this Amendment 

      as in the
Lease.

       

      13.             The
parties desire to amend the Lease as set forth herein.

       

      NOW,
THEREFORE, in consideration of the mutual covenants and conditions.. contained
herein and other good and valuable 

      consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to amend the Lease as follows

       

      L Section
5, Base Rent, is hereby amended by deleting therefrom the second grammatical
paragraph as it appears in the Lease and s

      ubstituting
therefor the following:

       

      "The Base
Rent payable hereunder shall
be payable in legal tender of the

      United
States of America, in advance, without demand and without offset,

      abatement
or deduction (except 'as otherwise expressly provided in this
Lease),

      commencing on October 1, 2004
(the "Rent Commencement Date") and

       

      continuing
on the first day of each calendar month during the Lease Term

      thereafter. Base Rent for any partial
month at the expiration or earlier termination of this Lease, shall be
pro-rated.

       

      2.           If
any provision of this Amendment shall be held invalid or unenforceable,
such

      invalidity
or unenforceabil ty shall affect only such -provision and shall not in any
manner affect

      or render
invalid or unenforceable any other provision of this Amendment, and this
Amendment

      shall be
enforced as if any such invalid or unenforceable provision were not contained
herein.

       

      3           Except
as specifically amended hereby, the Lease shall remain unchanged
and

      shall be
in full force and effect, enforceable in accordance with its terms. In the event
of any

      conflict
between the provisions of the Lease and the provisions of this Amendment the
provisions
of this Amendment shall 

      govern
and control.

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      4.           This
Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors


      and assigns, and may not be modified,
amended or, cancelled
except by a written instrument executed by the parties hereto or


      their respective successors or
assigns.

       

      5.           Lessor
and Lessee each hereby represents and warrants to the other party that
it

      has dealt
with no broker or other person or firm to which a commission or finder's fee is
or will

      be
payable in connection with this Amendment. Lessor and Lessee shall each
indemnify, defend

      and hold
the other party harmless from its breach of the foregoing representation and
warranty.

       

      6.           Lessor
and Lessee each hereby represents and warrants to the other party that
it

      has the
power and authority to execute and deliver this Amendment, and that the
person

      executing
this Amendment on its behalf has been authorized to do so.

       

      7,           This
Amendment shall be construed, governed and enforcea in accordance
with

      the laws
of the State in which the Building is located.

       

      IN WITNESS WHEREOF, the Lessor and Lessee have caused
these presents to be executed under seal in 

      multiple
counterparts, each of which shall, have the force and effect of an original, as
of the day first above written.

      


      


      


      


      


      


      


      


                                              LESSOR:

                                              HEWLETT-PACKARD
COMPANY

                                               

        By: /s/ Paul W.
Morgan                         


         

        Its:
Manager, Rea; Estate Americas Acquisitions & Dispositions

      

      
 

       

      LESSEE:

       

      SKILLSOFT
CORPORATION

      


      


       

      By: 
/s/ Thomas J
McDonald             
   

       

      Its: 
CFO


      
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECOND AMENDMENT TO LEASE
AGREEMENT

      


       

      This
Second Amendment to Lease Agreement (this "Amendment") is made and
entered

      into as
of June 1, 2005, by and between HEWLETT-PACKARD COMPANY, a Delaware

      corporation,
acting by and through its duly authorized representative, hereinafter referred
to as

      "Lessor",
and SKILLSOFT CORPORATION, a Delaware corporation, hereinafter referred to
as

      "Lessee".
Capitalized terms used herein that are not defined shall have the meanings
ascribed to

      them in
the Lease Agreement between Lessor and Lessee dated June 9, 2004, as amended
by

      First
Amendment to Lease Agreement dated as of September 9, 2004 (collectively, the
"Lease

      Agreement").

       

      WHEREAS,
Lessee wishes to install upon the Land a back-up emergency generator,
specifications 

      for which
are set forth in
Exhibit A hereto, to provide back-up electricity supply for its
operations in 

      the
Building.

       

      WHEREAS,
Lessor is willing to allow Lessee to install and operate the emergency
generator, at 

      Lessee's
sole cost and expense, provided that Lessee does so in accordance with the terms
and 

      conditions
set forth in this Amendment.

       

      NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, Lessee and
Lessor agree as follows:


       

      1.           Lessee
shall obtain Lessor's prior written approval (which approval shall not
be

      unreasonably
withheld, delayed or conditioned) as to   (1) the location of
the

      emergency
generator, the associated fuel storage tank and any other utilities,
connections, 

      appurtenances
or improvements related to or associated with the emergency generator


      (collectively
referred to herein as the "Generator"), (ii) the identity of all contractors and


      subcontractors
who Lessee proposes to engage to perform any work in connection
with

       the
installation of the Generator, and (iii) the manner in which the Generator shall
be installed.

       

      2.            Prior
to installing and operating the Generator, Lessee shall, at its sole cost
and

                   
expense,
obtain, and provide copies to Lessor, of all necessary licenses,
permits,

                   
approvals,
consents and registrations (collectively referred to herein as

                    "Permits")
required by applicable Legal Requirements to install and operate the
Generator

                   
 (including the associated fuel storage tank).

      


       

      3.            Lessee
shall cause the installation of the Generator to be done in a good and
workmanlike
manner and in 

                     accordance
with all applicable (i) Legal Requirements
(including, without limitation, applicable Permits, 

                    
electrical and building
codes); (ii) Insurance Requirements;(iii)the manufacturer's
specifications
for the 

                    
Generator; and (iv) good engineering practices. Lessee shall pay all
costs for labor, services and materials 

                    
associated with the installation of the
Generator, and shall not permit any liens for labor or materials performed
or

                    
furnished
in connection therewith to attach to the Leased Premises, the Land,
the

                   
Building
or the Complex, and shall immediately discharge any such liens
which...

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      may so
attach.

       

      4.            The
fuel storage tank associated with the Generator shall be above-ground
and

      shall be
a double-walled tank with a leak detection system and an automatic
shut-

      off
valve. There shall be adequate secondary containment beneath and
around

      such fuel
tank. Secondary containment shall also be provided for the fuel
fill

      valve and
piping. The secondary containment shall comply with best practices
for

      sealant.

      


       

      5.            Lessee
shall provide to Lessor, after installation of the Generator is completed,
a

      certificate
of a mechanical engineer registered in the state of New Hampshire approving


      the
location and method of installation of the Generator and associated fuel storage
tank,

       which
certificate shall bear such engineer's stamp.

      


       

      6.            Lessee
shall, at its sole cost and expense, maintain the Generator in good

      operating
condition and shall operate, maintain and use the Generator in accordance with
all 

      applicable
Permits, Legal Requirements, and Insurance Requirements therefor. In particular,


      and
without limitation, Lessee shall ensure that the Generator's use and operation
conforms 

      to all
applicable regulatory and Permit requirements with respect to annual hours of
operation, 

      fuel type
and usage, air pollutant emissions, fuel storage and noise.

       

      7.            The
Generator shall be used solely by Lessee as a back-up electricity supply
for

      Lessee's
operations in the Building and not for any other purpose or for the benefit of
any other person or entity.

       

      8.            Lessee
shall regularly inspect the Generator and correct any problems revealed
by

      such
inspections, including leakage into and/or sheen in the secondary containment.
Lessee 

      shall
notify Lessor of any problems identified in any such inspection (together with
Lessee's corrective 

      action
plan) within 72 hours after conducting such inspection. Lessee shall maintain
written reports 

      of all
such inspections, which reports shall be made available to Lessor upon written
request. 

      In
addition to such regular inspections by Lessee, Lessor and/or its agents shall
have the right to 

      inspect
the Generator and its installation and operation at any time. Maintenance and
testing of

       the
Generator may be performed by Lessee before 6:00 a.m. and after 7:00 p.m. on
weekdays and at 

      anytime
during the weekends. Maintenance or testing of the Generator at any other time
shall be 

      performed
only with Lessor's prior written consent.

      


       

      9.            Lessee
shall maintain a monthly inventory of fuel use by the Generator, copies
of

      which
shall be provided to Lessor upon receipt of Lessor's written
request.


       

      10.           Lessee
shall be fully responsible for the investigation, cleanup and any
other

      necessary
response actions required by applicable Legal Requirements,
Insurance

      Requirements,
or good engineering practice with respect to any fuel leaks, spills

      or
releases associated with the Generator. Lessee shall promptly notify Lessor
of

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      any such
leaks, spills, releases or discrepancies in Lessee's fuel inventory. Lessee
shall 

      comply
with all applicable federal and state stormwater and spill response and control
requirements.

      


       

      11.           Lessee
shall keep records in accordance with all applicable Permits and
Legal

      Requirements
of fuel use, hours of operation and air emissions data for the

      Generator,
which data shall be provided to Lessor upon receipt of Lessor's
written

      request.

      


       

      12.           Lessee
shall develop, maintain and periodically update as appropriate
written

      standard
operating procedures ("SOPs") and plans for spill response,
fuel

      delivery,
operation and maintenance of the Generator, copies of which SOPs shall be
provided to Lessor.


       

      13.           In
the event that Lessee's ownership and/or operation of the Generator
would

      require
Lessee, pursuant to applicable Legal Requirements and as permitted by customary
practice 

      of the
regional EPA office, to obtain its own EPA identification number for hazardous
waste generation, 

      Lessee
shall do so.


      14.           Lessee
shall cause each of  (a) the company supplying the Generator
and

      performing
limited work in connection with the installation
thereof  (the

      "Supplier"),
and (b) the contractor engaged to install the Generator(the

      "Installer"),
to carry (i) commercial general liability insurance with a combined

      single
limit of One Million Dollars ($1,000,000) for personal injury, death
and

      property
damage, and an "umbrella liability" insurance policy with a limit of
not

      less than
Two Million Dollars ($2,000,000) per occurrence; (ii) worker's

      compensation
insurance in amounts required by law; and (iii) employer's
liability

      insurance
with a combined single limit of not less than Five Hundred Thousand

      ($500,000).
Lessor shall be named as an additional insured on the commercial

      general
liability insurance policy maintained by the Installer. Lessee shall
provide

      certificates
of the Supplier's and the Installer's insurance coverages to Lessor

      upon
written request. In addition to the foregoing, Lessee shall itself
maintain

      during
the Lease Term Third Party Pollution Liability, Corrective Action
and

      Cleanup
Costs insurance, covering the above-ground storage tank that is part
of

      the
Generator, with a minimum limit of One Million Dollars
($1,000,000.00),

      which
insurance shall name Lessor as an additional insured and which
shall

      otherwise
be subject to the requirements of Section 16 of the Lease; provided,


      however, in the
event that Lessee is unable to obtain such insurance prior to the

      actual
installation of the above-ground storage tank, then, in addition to
all

      indemnification,
defense and hold harmless obligations otherwise imposed upon

      Lessee by
the provisions of the Lease, Lessee shall and hereby agrees to
defend

      with
counsel reasonably acceptable to Lessor, and indemnify and hold
harmless

      Lessor
and the holder of any mortgage, and their respective officers,
directors,

      servants,
employees, agents, contractors and invitees, from and against any and
all

      claims,
expenses (including, without limitation, reasonable attorneys'
fees,

      consultants'
fees, the cost of litigation, and any remediation and cleanup
costs)

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      arising
from or relating to the presence, release, disposal, or threat of release,
of

      Hazardous
Materials in connection with the installation, presence, use,
filling,

      operation,
maintenance, repair or replacement of the above-ground storage tank

      and all
appurtenances thereto. Notwithstanding the provisions of the
immediately

      preceding
sentence, (i) only SkillSoft Corporation, and not any successor or

      assign of
SkillSoft Corporation nor any party claiming by, through or under

      SkillSoft
Corporation, shall have the benefit of the proviso set forth in the

      immediately
preceding sentence, and (ii) SkillSoft Corporation shall obtain the

      insurance
described in the immediately preceding sentence (and deliver a

      certificate
thereof to Lessor) within sixty  (60) days after the completion
of

      installation
of the above-ground storage tank; provided, however,
that if SkillSoft 

      Corporation
fails to do so, then SkillSoft Corporation shall, at its sole cost and
expense,

       within
ninety (90) days after the completion of the installation of the
above-ground

       storage
tank, completely remove and properly dispose of the Generator and the
above-ground 

      storage
tank and all appurtenances thereto, in accordance with all applicable Legal
Requirements 

      and the
provisions of Paragraph 17 below (and the failure to complete such removal and


      restoration
work within such time shall constitute an immediate Event of Default with no


      further
notice or passage of time necessary).

       

      15.           Lessee
shall defend, indemnify and hold harmless Lessor from and against
any

      claims,
demands, suits, costs, losses, expenses and damages of any type or kind
whatsoever

       (including
reasonable attorneys' fees) associated with Lessee's installation, operation,
use,

       maintenance
or removal of the Generator, including, without limitation, any fines, penalties


      or
enforcement actions associated with violations of any applicable Permits or
Legal Requirements 

      associated
with the Generator or any releases of fuel or pollutants associated with the
Generator. 

      The
Generator shall be at Lessee's sole risk, and Lessor shall not be liable or
responsible for any loss, 

      destruction
or damage thereto.

      


       

      16.           The
Generator shall not be designed, constructed, located or operated so as
to

      interfere
with the operation and/or use of any other building system or any other
emergency generator 

      in the
Building. Upon reasonable advance notice to Lessee, Lessor shall be entitled, in
its sole discretion,

      to cause
the Generator to be moved to another location at Lessor's sole cost and expense,
including costs

      and
expenses related to any outage caused by such relocation.

      


       

      17.           Within
30 days of the expiration or earlier termination of the Lease, Lessee
shall,

      at its
sole cost and expense, remove the Generator and the associated fuel
storage

      tank, and
shall close the opening in the exterior wall of the Building
through

      which the
Generator was connected to the Building's electrical system, which

      work
shall be performed to Lessor's reasonable satisfaction. Lessee shall not
be

      required
to remove the slab, containment area, retaining wall or other site

      improvements
constructed in connection with the installation of the Generator,

      nor any
of the wires and conduits installed inside the Building in connection
with

      the
Generator.

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
 

      18.           Except
as otherwise provided herein, the Lease Agreement shall not be
modified

      or
amended and shall remain in full force and effect.

      


       

      IN
WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly authorized
individuals, have 

      caused
these presents to be executed under seal in multiple counterparts, each of which
shall have the 

      force and
effect of an original, as of the day first above written.

      


       

      LESSOR:

       

      HEWLETT-PAC
ARD COMPANY

      


      


       

      By: 
/s/ Paul W.
Morgan                                   


       

      Its: 
Manager, Real Estate Americas Acquisitions and Dispositions

      


      


       

      LESSEE:

       

      SKILLSOFT
CORPORATION

      


      


       

      By: /s/ Thomas J
McDonald                         
   

       

      Its:
CFO

      



        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      
 

       

      EXHIBIT
A

       

      GENERATOR
SPECIFICATIONS


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

    

     

    THIRD AMENDMENT TO LEASE
AGREEMENT

    


    


     

    This
Third Amendment to" Lease Agreement (this "Third Amendment") is made
and

     

    entered
into as of September
27, 2006, by and between HEWLETT-PACKARD COMPANY, a

     

    Delaware
corporation ("Lessor"), and SKILLSOFT CORPORATION, a Delaware
corporation

     

    ("Lessee").

    


     

    RECITALS

     

    A.            Lessor
and. Lessee have entered into a certain Lease Agreement dated as of
June

     

    9, 2004,
as amended by First Amendment to Lease Agreement dated as of September 9,
2004,

    and by
Second Amendment to Lease Agreement dated as of June 17, 2005 (collectively, the
"Lease"), pursuant to which

     Lessor
leased to Lessee a portion of the building known as Building 2 located at 110
Spit Brook, Nashua, New Hampshire (the "Building").

    


     

    B.            Lessee
wishes to lease additional space within the Building.

    


     

    C.            Lessor
is willing to lease additional space within the Building to Lessee on the


    terms and
conditions set forth in this Third Amendment.

    


     

    NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, Lessee and
Lessor agree as follows:

     

    1.           Unless
otherwise defined in this Third Amendment, capitalized terms shall
have

     

    the
meanings in this Third Amendment as are set forth in the Lease.

     

    2.            Effective
as of October 1, 2006, Lessor hereby leases to Lessee and Lessee
hereby

    leases
from Lessor, upon and subject to all of the terms and conditions set forth in
the Lease

    except as
expressly modified by this Third Amendment, additional portions of the
Building

    described
as follows (collectively, the "Additional Leased Premises"): (i) approximately
1,272

    square
feet of Rentable Area on the second floor of the Building in the area shown as
"Facilities

    Maintenance
Shop" on the floor plan attached hereto as Exhibit A and made a
part hereof (the

    "Maintenance
Shop Additional Leased Premises"), and (ii) approximately 4,669 square feet
of

    Rentable
Area on the second floor of the Building shown cross-hatched within the area
shown as

    "Computer
Lab" on the floor plan attached hereto as Exhibit A and made a
part hereof (the

    "Computer
Lab Additional Leased Premises"). From and after October 1, 2006,
the

     

    Additional
Leased Premises shall be deemed to be part of the Leased Premises for all
purposes of the Lease, the Leased Premises shall be 

    deemed to
include 43,355 square feet of Rentable Area, and all terms and conditions of the
Lease shall apply to the Additional Leased

     Premises
unless otherwise expressly provided in this Third Amendment.

     

    3.            Commencing
on December 1, 2006, Base Rent shall be due and payable on

    account
of the Leased Premises (including the Additional Leased Premises) for the
remainder of

    the
Initial Term at the rate of $303,485.00 per year, payable in monthly
installments of

    $25,290.42,
subject to the credit provided in Section 5 of the Lease. Base Rent for the
Leased

    Premises
(including the Additional Leased Premises) for each Extension Term shall
be

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    


    


    


     

    determined
in the manner provided in the Rider to the Lease.

    


     

    4.            Commencing
on October 1, 2006, Lessee's Proportionate Share shall be 5.77%,

    subject
to the provisions of Section 6.B of the Lease.

     

    5.            Commencing
on October 1, 2006, Lessee's obligation to make payments on

    account
of Electricity Charges pursuant to Section 7 of the Lease shall reflect the
inclusion of the

    Additional
Leased Premises in the Leased Premises as of that date.

     

    6.            Within
ten (10) days of Lessee's receipt of a fully-executed counterpart of
this

    Third
Amendment, Lessee shall deliver the sum of $3,464.42 to Lessor to be held as
part of the

    Security
Deposit pursuant to the provisions of the Lease.

     

    7.            The
Additional Leased Premises shall be delivered to Lessee broom clean
but

    otherwise
in their "as is" condition. Lessor shall have no obligation to perform any work
in the

    Additional
Leased Premises, or to pay any amount to Lessee on account of any work to
be

    performed
in the Additional Leased Premises, except that Lessor
shall, at its sole cost and

    expense,
demise the Computer Lab Additional Leased Premises utilizing cage fencing
similar to

    that used
to demise other areas in other computer labs in the Building. Lessor has made
no

    warranties
or representations as to the condition of the Additional Leased Premises or as
to its

    sufficiency
for Lessee's purposes or needs, or its conformity with Legal Requirements
or

    Insurance
Requirements. Lessee's occupancy of the Additional Leased Premises shall
be

    deemed an
acknowledgement that the condition of the Additional Leased Premises is
satisfactory

    and that
Lessor, to the best knowledge of Lessee, has fulfilled all obligations, if any,
with respect

    to the
condition of the Additional Leased Premises. All alterations, improvements,
additions or

    changes
that Lessee desires to make to the Additional Leased Premises shall be subject
to the

    provisions
of the Lease (including, without limitation, Section 10 thereof).
Notwithstanding the

    foregoing,
Lessor shall deliver the Computer Lab Additional Leased Premises in
accordance

    with the
requirements of applicable building codes then in force concerning access to and
egress

    from the
Computer Lab Additional Leased Premises.

     

    8.            Lessee
and Lessor acknowledge that after the demising of the Computer Lab

    Additional
Leased Premises, Lessor will not be able to access the "Data Switch" room
adjacent

    to the
Computer Lab Additional Leased Premises without entering through the Computer
Lab

    Additional
Leased Premises. Lessee shall cooperate with Lessor so as to provide access to
this

    "Data
Switch" room to Lessor, its contractors, agents and designees, upon reasonable
request by

    Lessor.
If Lessee desires to have an employee of Lessee accompany such person(s) during
such

    access,
Lessee shall have the right to do so provided that such employee is available
for that

    purpose
when Lessor requests such entry. Such access by Lessor shall be without
charge.

     

    9.            If
Lessee requires electrical service to the Computer Lab Additional
Leased

    Premises
in excess of the 25 watts per usable square foot of floor area for which it is
currently

    rated,
Tenant shall, at its sole cost and expense, make arrangements for, and perform
all work

    required
for, bringing such additional electrical service there. All such work shall be
subject to

    the
provisions of the Lease (including, without limitation, Section 10 thereof).
Notwithstanding

    the
foregoing or any other provision of this Third Amendment, if the Computer Lab
Additional

    Leased
Premises does not have 25 watts of electrical service per usable square feet of
floor are

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    when such space is delivered by Lessor to Lessee, Lessor shall, at its
sole cost and expense, make arrangements

     for
such electrical service to be made available as soon as
practicable.

     

    10.                Lessor
shall be responsible, at its sole cost and expense, for the maintenance
and

    repair of
the air conditioning units serving the Computer Lab Additional Leased Premises
(unless

    such
maintenance or repair is required by reason of the act or omission of Lessee or
anyone for whom

     Lessee
is responsible). Lessor acknowledges that Lessee will use the Computer Lab
Additional Leased 

    Premises
for a server environment, and that such use alone will not constitute an "act"
of Lessee for 

    purposes
of this Third Amendment or the Lease.

     

    11.                If
any provision of this Third Amendment shall be held invalid or
unenforceable,

    such
invalidity or unenforceability shall affect only such provision and shall not in
any manner

    affect or
render invalid or unenforceable any other provision of this Third Amendment, and
this

    Third
Amendment shall be enforced as if any such invalid or unenforceable provision
were not

    contained
herein.

     

    12.           Except
as specifically amended hereby, the Lease shall remain unchanged
and

    shall be
in full force and effect, enforceable in accordance with its terms. In the event
of any

    conflict
between the provisions of the Lease and the provisions of this Third Amendment,
the provisions 

    of this
Third Amendment shall govern and control.

     

    13.                This
Third Amendment shall be binding upon and inure to the benefit of
the

    parties
hereto and their respective successors and assigns, and may not be modified,
amended or

    cancelled
except by a written instrument executed by the parties hereto or their
respective successors or assigns.

     

    14.                Lessor
and Lessee each hereby represents and warrants to the other party that
it

    has dealt
with do broker or other person or firm to which a commission or finder's fee is
or will

    be
payable in connection with this Third Amendment other than Cushman &
Wakefield of New Hampshire, 

    Inc.
("Broker"). Lessor shall pay all brokerage fees due and payable to the Broker in
connection with this 

    Third
Amendment in accordance with a separate agreement between them. Lessor and
Lessee shall each

     indemnify,
defend and hold the other party harmless from its breach of the foregoing
representation and warranty.

     

    15.                Lessor
and Lessee each hereby represents and warrants to the other party that
it

    has the
power and authority to execute and deliver this Third Amendment, and that the
person

    executing
this Third Amendment on its behalf has been authorized to do so.

     

    16.                The
Lease and this Third Amendment shall be construed, governed and
enforced

           in accordance with the laws of
the State of New Hampshire.

     

    17.                This
Third Amendment may be executed in counterparts, each of which shall
be

    an
original instrument but all of which together shall constitute one and the same
instrument.

     

    For
purposes of execution of this Third Amendment, the signature of a party on a
counterpart 

    hereof
transmitted by facsimile or electronic mail shall be binding with the same force
and effect 

    as if it
was manually affixed to a hard copy original of this Third
Amendment.

     

    IN
WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly
authorized

     

    individuals,
have caused these presents to be executed under seal, as of the day first
above

     

    written.

    


    


    


    


    


    


     

    LESSOR:

     

    HEWLETT-PACKARD
COMPANY

    


     

    By: 
/s/
illegible                                      


     

    Its: 
Manager, Real Estate Americas Acquisitions and Dispositions

    


    


     

    LESSEE:

     

    SKILLSOFT
CORPORATION

    


    


     

    By: 
/s/ Thomas J.
McDonald                


     

    Its:                 CFO

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    FOURTH AMENDMENT TO LEASE
AGREEMENT

    


    


     

    This
Fourth Amendment to Lease Agreement (this "Fourth Amendment") is made
and

    entered
into as of November,4th; 2006, by and between HEWLETT-PACKARD COMPANY,
a

    Delaware
corporation ("Lessor"), and SKJLLSOFT CORPORATION, a Delaware
corporation

    ("Lessee").

    


     

    RECITALS

     

    A.            Lessor
and Lessee have entered into a certain Lease Agreement dated as of
June

    9, 2004,
as amended by First Amendment to Lease Agreement dated as of September 9, 2004,
by

    Second
Amendment to Lease Agreement dated as of June 17, 2005, and by Third Amendment
to Lease

     (the
"Third Amendment") dated as of September 27, 2006 (collectively, the "Lease"),
pursuant to which

     Lessor
leased to Lessee a portion of the building known as Building 2 located at 110
Spit Brook, Nashua, 

    New
Hampshire (the "Building").

    


     

    B.            Lessor
and Lessee wish to modify certain of the dates set forth in the
Third Amendment as set forth below.

    NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, Lessee and
Lessor agree as follows:

     

    1.           Unless
otherwise defined in this Fourth Amendment, capitalized terms shall
have

    the same
meanings in this Fourth Amendment as are set forth in the Lease.

     

    2.            The
date "October 1, 2006" shall be deleted in each place it appears in
Paragraphs

    2, 4 and
5 of the Third Amendment and replaced with the date "November 8,
2006".

    


     

    3.            In
Paragraph 3 of the Third Amendment, the date "December 1, 2006" shall
be

          deleted and replaced with the
date "January 8, 2007".

     

    4.            The
first installments of Base Rent and other charges due and payable
with

    respect
to the Additional Leased Premises, which will be due and payable on a day other
than the

    first day
of a calendar month, shall be pro-rated for the partial calendar
month.

     

    5.            If
any provision of this Fourth Amendment shall be held invalid or
unenforceable,

    such
invalidity or unenforceability shall affect only such provision and shall not in
any manner

    affect or
render invalid or unenforceable any other provision of this Fourth Amendment,
and this

    Fourth
Amendment shall be enforced as if any such invalid or unenforceable provision
were not

    contained
herein.

     

    6.            Except
as specifically amended hereby, the Lease shall remain unchanged
and

    shall be
in full force and effect, enforceable in accordance with its terms. In the event
of any

    conflict
between the provisions of the Lease and the provisions of this Fourth Amendment,
the provisions of this 

    Fourth
Amendment shall govern and control.

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      


       

          7.            This
Fourth Amendment shall be binding upon and inure to the benefit of
the

      parties
hereto and their respective successors and assigns, and may not be modified,
amended or cancelled except by a written instrument executed by the parties
hereto or their respective successors or assigns.

       

      8.           Lessor
and Lessee each hereby represents and warrants to the other party that
it

       

      has dealt
with no broker or other person or firm to which a commission or finder's fee is
or will

       

      be
payable in connection with this Fourth Amendment other than Cushman &
Wakefield of New Hampshire, Inc. ("Broker"). Lessor shall pay all brokerage fees
due and payable to the Broker in connection with this Fourth Amendment in
accordance with a separate agreement between them. Lessor and Lessee shall each
indemnify, defend and hold the other party harmless from its breach of the
foregoing representation and warranty.

       

      9.            Lessor
and Lessee each hereby represents and warrants to the other party that
it

       

      has the
power and authority to execute and deliver this Fourth Amendment, and that the
person

       

      executing
this Fourth Amendment on its behalf has been authorized to do so.

      


       

      10.           The
Lease and this Fourth Amendment shall be construed, governed and
enforced

       

      in
accordance with the laws of the State of New Hampshire.

       

      11.           This
Fourth Amendment may be executed in counterparts, each of which shall
be

       

      an
original instrument but all of which together shall constitute one and the same
instrument.

       

      For
purposes of execution of this Fourth Amendment, the signature of a party on a
counterpart hereof transmitted by facsimile or electronic mail shall be binding
with the same force and effect as if it was manually affixed to a hard copy
original of this Fourth Amendment.

       

      IN
WITNESS WHEREOF, the Lessor and Lessee, acting herein by duly
authorized

       

      individuals,
have caused these presents to be executed under seal, as of the day first
above

       

      written.

    

     

    7.                    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    


     

    LESSOR:

     

    HEWLETT-PACKARD
COMPANY

    


    


     

    By:/s/
illegible                            


     

    Its:
Leasing Manager

    


    


     

    LESSEE:

     

    SKILLSOFT
ORPORATION


    


     

    By:/s/ Greg
Porto                          


     

    Its: V.P.
Administration

    



    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    FIFTH AMENDMENT TO
LEASE

    


    


    


    This Agreement made this 21st day of
May, 2009, by and between John J. Flatley D/B/A John J. Flatley Company
successor in interest to Hewlett-Packard Company (hereinafter referred to as
“Lessor”), and SkillSoft Corporation (hereinafter referred to as
“Lessee”),

    


    WHEREAS, by a certain Lease Agreement
dated June 9, 2004, as amended by First Amendment to Lease dated as of September
9, 2004, by Second Amendment to Lease dated as of June 17, 2005, by Third
Amendment to Lease dated September 27, 2006 and Fourth Amendment to Lease dated
as of November 14, 2006 (hereinafter referred to as the “Lease”), Lessor leased
to Lessee, a certain premises consisting of approximately 43,355 square feet of
floor area within the building known as Building 2 located at 300 Innovative Way
(formerly 110 Spit Brook), Nashua, New Hampshire (more particularly described
therein as “Leased Premises”), and,

    


    Lessor and Lessee desire to amend the
Lease to reflect certain changes which have been agreed to by the parties, and
all changes as set forth below shall become effective on this Fifth Amendment to
Lease Commencement Date (as hereinafter defined).

    


    
      	
              Now,
      therefore, for valuable consideration, the receipt of which is hereby
      acknowledged each to the other, the above named parties do hereby agree to
      amend said Lease as follows:

            


    

    


    
      	
              1.

            	
              The
      term of this Fifth Amendment to Lease shall commence upon the Fifth Amendment to Lease
      Commencement Date, July 1, 2009, and shall terminate on June 30,
      2014.

            


    

    


    
      	
              2.

            	
              Effective
      upon the Fifth Amendment to Lease Commencement Date, Base Rent for the Leased
      Premises shall be due and payable as
follows:

            


    

    


    
      	
              (i)  

            	
              The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED THREE THOUSAND FOUR HUNDRED EIGHTY-FIVE DOLLARS AND
      NO CENTS ($303,485.00) annually, payable in advance, on the first day of
      each month, in equal monthly installments of TWENTY FIVE THOUSAND TWO
      HUNDRED NINETY DOLLARS AND FORTY-TWO CENTS ($25,290.42), during the period
      commencing on July 1, 2009 and continuing through June 30,
      2010;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED FOURTEEN THOUSAND THREE HUNDRED TWENTY-THREE DOLLARS
      AND SEVENTY-FIVE CENTS ($314,323.75) annually, payable in advance, on the
      first day of each month, in equal monthly installments of TWENTY SIX
      THOUSAND ONE  HUNDRED NINETY-THREE DOLLARS AND SIXTY-FIVE CENTS
      ($26,193.65), during the period commencing on July 1, 2010 and continuing
      through June 30, 2011;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (iii)

            	
              The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED TWENTY FIVE THOUSAND ONE HUNDRED SIXTY-TWO DOLLARS
      AND FIFTY CENTS ($325,162.50) annually, payable in advance, on the first
      day of each month, in equal monthly installments of TWENTY SEVEN THOUSAND
      NINETY-SIX DOLLARS AND EIGHTY-EIGHT CENTS ($27,096.88), during the period
      commencing on July 1, 2011 and continuing June 30,
  2012;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED FORTY-SIX THOUSAND EIGHT HUNDRED FORTY DOLLARS AND
      NO CENTS ($346,840.00) annually, payable in advance, on the first day of
      each month, in equal monthly installments of TWENTY EIGHT THOUSAND NINE
      HUNDRED THREE DOLLARS AND THIRTY-THREE CENTS ($28,903.33), during the
      period commencing on July 1, 2012 and continuing through June 30, 2013;
      and

            


    

    


    
      	
               
      

            	
              (v)

            	
              The
      Lessee agrees to pay to Lessor, without deduction or offset, rent at the
      rate of THREE HUNDRED FIFTY SEVEN THOUSAND SIX HUNDRED SEVENTY-EIGHT
      DOLLARS AND SEVENTY-FIVE CENTS ($357,678.75) annually, payable in advance,
      on the first day of each month, in equal monthly installments of TWENTY
      NINE THOUSAND EIGHT HUNDRED SIX DOLLARS AND FIFTY-SIX CENTS ($29,806.56),
      during the period commencing July 1, 2013 and continuing through June 30,
      2014.

            


    

    


    Tenant
will be responsible for its proportionate share of Operating Expenses/CAM and
Real Estate Taxes.  Operating/CAM charges are estimated to be $3.50
rsf and Real Estate Taxes are estimated to be $1.00 rsf.

    


    
      	
              3.

            	
              The
      last paragraph of Section 5 is hereby deleted in its entirety and replaced
      with the following:

            


    

    


    Rent Allowance:

    


    In the
event Lessee has not been in default of any of the terms, conditions and
covenants of the Lease, then Landlord shall grant to Lessee for the months of
July, August, September and October, 2009, a rental allowance in the amount of
Twenty Five Thousand Two Hundred Ninety and 42/100 Dollars ($25,290.42) per
month, which represents Base Rent only.

    


    
      	
              4.

            	
              Notwithstanding
      anything contained in the Lease to the contrary, Tenant shall have one
      option to extend the Lease Term for a period of five (5) years (the
      “Extension Period”) in accordance with the following terms and
      conditions:

            


    

    


    Extension Period:

    


    Provided
that (i) Tenant has not assigned the Lease, (ii) the Premises are not then
subject to a sublease (whether the term of the sublease has commenced or is to
be commenced thereafter) and Tenant will not be exercising the rights
hereinafter set forth with the intent of assigning the Lease or subleasing any
portion of the Premises, and (iii) Tenant has not cured and default of any of
the terms, conditions and covenants of this Lease Agreement and any Amendment
made hereto during the term hereof, Landlord shall grant Tenant the right to
extend the Lease Term for one (1) five (5) year period (the “Extension Period”),
at a Fixed Minimum Rent equal to then Current Market Rent and otherwise on the
same terms and conditions as this Lease, except that there will be no further
rights to extend the term.  Rent for any fraction of a month at the
commencement or expiration of each year of the Lease Term shall be prorated on a
per diem basis.  The rental, as determined, shall be paid in equal
monthly installments.

    


    Tenant
shall exercise this option by written notice to Landlord not less than nine (9)
months before the expiration of the Lease Term.

    


    Thereupon,
this Lease shall be deemed extended for an additional period of five (5) years,
upon all of the same terms and conditions of this Lease and any Amendments made
thereto with the exception of the annual rent as stipulated
hereinabove.

    


    
      	
              5.

            	
              Any
      and all reference in Section 7 to Lessee’s Electricity Charge is hereby
      replaced with the following:

            


    

    


    Office
Area

    Lessee’s
electricity charge as it relates to the office portion of the Leased Premises,
namely 38,686 square feet which is not separately metered, shall be $1.50 per
square foot per year (the “Fixed Electric Cost”) during the term of this Fifth
Amendment to Lease and Lessee shall pay to the Lessor one-twelfth (1/12th ) of
the Fixed Electric Cost in monthly installments, which shall be paid in advance
on the first (1st) day of
each and every calendar month during the term of the Fifth Amendment to
Lease.  The cost of Lessee’s Fixed Electric Cost shall be a factor in
the determination of Current Market Rent for the Extension Period.

    


    Lab Area

    Lessor’s
Work will include sub-metering the lab portion of the Leased Premises, namely
4,669 square feet.  Lessee shall pay to Lessor, as Additional Rent,
monthly as billed, the actual usage for the lab portion of the Leased
Premises.

    


    
      	
              6.  

            	
              Section
      12, Subletting and Assigning, of the Lease, is hereby amended in part as
      follows:

            


    

    


    The
phrase “which consent may be withheld by Lessor in its sole and absolute
discretion” is hereby deleted and replaced with “which consent shall not be
unreasonably withheld or delayed.”

    


    
      	
              7.

            	
              Lessor
      shall grant Lessee permission to make alternations to the Premises with
      prior approval, which will not be unreasonably withheld or
      delayed.  Lessor confirms that all existing alternations made
      within Lessee’s Premises may remain at the expiration of the
      lease.

            


    

    


    
      	
              8.

            	
              Subject
      to existing Tenants rights, and subject to the parameters as outlined in
      Section 3 of the Rider To Lease dated June 9, 2004, Lessee will be granted
      a continuous Right of First Refusal on approximately 14,553 rsf located
      adjacent to the cafeteria at 200 Innovation
Way.

            


    

    


    
      	
              9.

            	
              At
      no additional charge, Lessee will have a continuous right to use the
      on-site building cafeteria. Landlord shall use its’ best efforts to keep
      cafeteria operating during the term of
Lease.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              10.

            	
              Lessor
      and Lessee each hereby represents and warrants to the other party that it
      has dealt with no broker or other person or firm to which a commission or
      finder’s fee is or will be payable in connection with this Fifth Amendment
      to Lease other than Jones Lang LaSalle (Broker).  Lessor
      shall pay all brokerage fees due and payable to the Broker in connection
      with this Fifth Amendment to Lease in accordance with a separate agreement
      between them.  Lessor and Lessee shall each indemnify, defend
      and hold the other party harmless from its breach of the foregoing
      representation and warranty.

            


    

    


    
      	
              11.

            	
              Except
      where this Fifth Amendment to Lease specifically changes same, all other
      terms, conditions and covenants of the original Lease Agreement shall
      remain the same, where applicable, and are hereby
    reaffirmed.

            


    

    


    
      	
              12.

            	
              The
      submission of this document for examination and negotiation does not
      constitute an offer, and this document shall become effective and binding
      only upon the execution thereof by both Lessor and Lessee, regardless of
      any written or verbal representation of any agent, manager or other
      employee of Lessor to the contrary.  All negotiations,
      considerations, representations and understandings between Lessor and
      Lessee are incorporated herein and the Lease and this Amendment expressly
      supersede any proposals or other written documents relating
      hereto.  The Lease and this Amendment may be modified and
      altered only by written agreement between Lessor and Lessee, and no act or
      omission of any employee or agent of Lessor shall alter, change or modify
      any of the provisions thereof.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    IN
WITNESS WHEREOF, the parties hereto have signed and sealed this instrument on
the day and year first above written.

    


    


    LESSOR:  John J. Flatley
Company

    


    


    


    /s/ Joann M.
Keyes                                           By:           /s/ John J.
Flatley                                           

    
      	
               
      

            	
              WITNESS

            	
              John
      J. Flatley d/b/a/

            


    

    
      	
               
      

            	
              The
      John J. Flatley Company

            


    

                   
Its:  President

    


    


    LESSEE: SkillSoft
Corporation

    


    


    


    /s/ Greg
Porto                                                       By:           /s/ Thomas J.
McDonald                                                      

    WITNESS

    Its:  _CFO________________________

    (Duly Authorized)