PARK SQUARE BUILDING COMMERCIAL LEASE

1.      BASIC LEASE PROVISIONS:

The following set forth basic data and, where appropriate, constitute definitions of the terms hereinafter listed.

A. BASIC DATA.

LESSOR: OMV Associates Limited Partnership

LESSOR’S Address: c/o Capital Properties Management, Inc., 31 Saint James Avenue, Boston, MA 02116

LESSEE: SafeScience, Inc., a Nevada corporation

LESSEE’S Original Address: 31 St. James Avenue, Suite 510, Boston, MA 02116

LESSEE’S Notice Address (Section 20): The Premises with a copy to: Law Office of B. David Sandberg, 31 Vinyard Street, Cambridge, MA 02138-4412, Aim: B. David Sandberg, Esquire.

Premises Rentable Area: Agreed to be 9,222 square feet located on the eighth floor of the Building.

Permitted Uses: General office use.

Escalation Factor: 2.178%, as computed in accordance with the Escalation Factor Computation.

Construction Completion Date: Upon Substantial Completion of LESSOR’S Work, approximately June 15, 1999.

Term: Five (5) years commencing on the Commencement Date and expiring at the close of the day immediately preceding the fifth anniversary of the Commencement Date, except that if the Commencement Date shall be other than the first day of a calendar month, the expiration of the Initial Term shall be at the close of the day on the last day of the calendar month on which such anniversary shall fall.

Security Deposit: At all times, an amount equal to one and one-half month(s) installment of
Basic Rent.

Base Operating Expenses: The actual Operating Expenses for the calendar year commencing January 1, 1999 and ending December 31, 1999.

Base Taxes: The actual Taxes for the Tax Year commencing July 1, 1998 and ending June 30, 1999.

Electricity Cost: $1.50/psfin addition to rent.

Broker: None

B. ADDITIONAL DEFINITIONS.

Agent: Capital Properties Management, Inc., 31 St. James Avenue, Boston, Massachusetts 02116.

Business Days: 8:00 a.m. - 6:00 p.m. Monday through Friday and Saturday 9:00 a.m. through 1 p.m. except New Year’s Day, President’s Day, Patriot’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans’ Day, Thanksgiving Day, Christmas Day (and the following Monday when any such day occurs on Sunday). Unless specifically referred to herein as Business Days, all references in this Lease to “days” shall mean calendar days.

Commencement Date: Upon Substantial Completion of LESSOR’S Work, approximately June 15, 1999, three (3) business days after written notice from LESSOR.

Escalation Factor Computation: Premises Rentable Area divided by 95% of building rentable area (445,765 square feet).

Guarantor: None

Initial Public Liability Insurance: $ 1,000,000.00 per occurrence (combined single limit) for property damage, personal injury or death.

LESSOR’S Work: As defined in Section 26.

LESSOR’S Plans: As defined in Section 26.

Premises: A portion of the Building as shown on Exhibit A attached hereto.

2.      PREMISES

3.      TERM

4.      BASIC RENT

5.      SECURITY DEPOSIT

6.      ADDITIONAL RENT

A. TAX. If, in any tax year, the real estate taxes on the land and buildings, of which the Premises are a part, are in excess of the amount of the Base Taxes, as finally abated (hereinafter called the “Base Year”), LESSEE will pay to LESSOR, as additional rent hereunder, when and as designated by notice in writing by LESSOR, the amount of the excess multiplied by the Escalation Factor. If the LESSOR obtains an abatement of any such excess real estate tax, a proportionate share of such abatement, less the reasonable fees and costs incurred in obtaining the same, if any, shall be refunded to the LESSEE.

B. OPERATING. If, in any calendar year, the Operating Expenses for the Property of which the Premises are a part, are in excess of the amount of the Base Operating Expenses, LESSEE will pay to LESSOR, as additional rent hereunder, when and as designated by notice in writing by LESSOR, the amount of the excess multiplied by the Escalation Factor. Operating expenses are defined for the purposes of this agreement as: The aggregate costs or expenses reasonably incurred by LESSOR with respect to the operation, administration, cleaning, repair, maintenance and management of the premises including, without limitation, those items enumerated in “Exhibit C” attached hereto. Any such accounting by LESSOR shall be binding and conclusive upon LESSEE unless within thirty (30) days after that giving by LESSOR of such accounting, LESSEE shall notify LESSOR that LESSEE disputes the correctness of such accounting, specifying the particular respects in which the accounting is claimed to be incorrect.

C. PAYMENT. At LESSOR’S option, payment of Additional Rent shall be on a monthly basis based on LESSOR’S good faith estimate of the Tax and Operating Expenses for the following year.

D. AUDIT. In the event LESSEE elects to audit LESSOR’S statement of Operating Expenses or statement of Taxes in accordance with this clause, such audit must be (I) conducted by an independent nationally recognized accounting firm that is not being compensated by LESSEE on a contingency fee basis, and (ii) completed within sixty (60) days following LESSEE’S notice disputing the correctness of the statement of Operating Expenses. LESSOR agrees to cooperate reasonably with such audit. Furthermore, all of the information obtained through the LESSEE’S audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the LESSOR and/or the Property as well as any compromise, settlement, or adjustment reached between LESSOR and LESSEE relative to the

7.      UTILITIES

The LESSEE shall pay, as they become due, all bills for electricity and other utilities that are furnished to the Premises and presently separately metered. The LESSOR agrees to provide all other utility service and to furnish reasonably hot and cold water and reasonable heat and air conditioning to the Premises, the hallways, stairways, elevators, and lavatories during normal building business hours on regular business days of the heating and air conditioning seasons of each year, to furnish elevator service and to light passageways and stairways during business hours, and to furnish such cleaning service as is customary in similar buildings in Boston, Massachusetts, all subject to interruption due to any accident, to the making of repairs, alterations, or improvements, to labor difficulties, to inability to obtain fuel, electricity, service, or supplies from the sources from which they are usually obtained for said building, or to any cause beyond the LESSOR’S control.

LESSOR shall have no obligation to provide utilities or equipment other than the utilities and equipment within the premises as of the commencement date of this lease. In the event LESSEE requires additional utilities or equipment, the installation and maintenance thereof shall be the LESSEE’S sole obligation, provided that such installation shall be subject to the written consent of the LESSOR, said consent shall not be unreasonably withheld or delayed.

8.      USE OF LEASED

PREMISES

9.      COMPLIANCE

WITH LAWS

10.    FIRE INSURANCE

LESSEE cause or permit the storage, use, generation, release or disposition of any hazardous materials in violation of any hazardous materials laws, on or about the property by LESSEE, its agents, employees or contractors. LESSEE will not permit the Premises to be used or operated in a manner that may cause the Premises or the Property to be contaminated by any hazardous materials in violation of any hazardous materials laws. LESSEE will immediately advise LESSOR in writing of (l) any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed, or threatened pursuant to any hazardous materials laws relating to any hazardous materials affecting the Premises; and (2) all claims made or threatened by any third party against LESSEE, LESSOR, the Premises or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any hazardous materials on or about the Premises. Without LESSOR’S prior written consent, LESSEE will not take any remedial action or enter into any agreement or settlements in response to the presence of any hazardous materials in, on, or about the Premises.

LESSEE will be solely responsible for and will defend, indemnify and hold LESSOR, its agents, and employees harmless from and against all claims, costs, expenses, damages, and liabilities, including employees harmless from and against all claims, costs expenses, damages and liabilities, including attorneys’ fees and costs, arising out of or in connection with LESSEE’S breach of its obligations in this Section 10. LESSEE will be solely responsible for and will defend, indemnify, and hold LESSOR, its agents, and employees harmless from and against any and all claims, costs, and liabilities, including attorneys’ fees and costs, arising out of or in connection with the removal, cleanup and restoration work and materials necessary to return the Premises and any other property of whatever nature located on the Property to their condition existing prior to the appearance of LESSEE’S hazardous materials on the Premises. LESSEE’S obligations under this Section 10 will survive the expiration or other termination of this Lease.

The LESSEE shall not use the Premises in any way which will cause an extra insurance premium. However, in the event that LESSEE does so, the LESSEE shall, on demand, reimburse the LESSOR, and all other lessees, all extra insurance premiums caused by the LESSEE’S use of the Premises.

11.    MAINTENANCE

OBLIGATIONS

condition as it is at the commencement of the Term or as it may be put in during the Term of this Lease, reasonable wear and tear, damage by fire and other casualty only excepted, unless such maintenance is required because of the LESSEE or those for whose conduct the LESSEE is legally responsible.

LESSOR shall never be liable for any failure to make repairs unless LESSEE has given notice to LESSOR of the need to make such repairs and LESSOR has failed to commence to make such repairs within a reasonable time after receipt of such notice, or fails to proceed with reasonable diligence to complete such repairs.

12.    ADDITIONS & ALTERATIONS

13.    ASSIGNMENT & SUBLEASING

14.    SUBORDINATION

15.    LESSOR’S ACCESS

16.    INDEMNIFICATION AND LIABILITY

(i)     on account of or based upon any injury to person, or loss of or damage to property sustained or occurring or emanating from the Premises on account of or based upon the act, omission, fault, negligence or misconduct of any person except LESSOR;

(ii)    on account of or based upon any injury to person, or loss of or damage to property, sustained on or occurring elsewhere (other than

on the Premises) in or about the Property (and, in particular, without limitation, the elevators, stairways, public corridors, sidewalks, parking areas, concourses, arcades, approaches, areaways, roof, or other appurtenances and facilities used in connection with the Property or the Premises) arising out of the use or occupancy of the Property or Premises by the LESSEE or by any person claiming by, through or under LESSEE, except where such injury, loss or damage was caused by the negligence, fault or misconduct of LESSOR;

and in addition to and not in limitation of either of the foregoing subdivisions (i) and (ii);

(iii)  

17.    LESSEE’S

LIABILITY

INSURANCE

18.    FIRE, CASUALTY, EMINENT DOMAIN

Should a substantial portion of the Premises, or of the property of which they are a part, be substantially damaged by fire or other casualty, or be taken by eminent domain, the LESSOR may elect to terminate this lease. When such fire, casualty, or taking renders the Premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the LESSEE may elect to terminate this lease if:

(a)    The LESSOR fails to give written notice within thirty (30) days of the event of its intention to restore Premises, or

(b)    The LESSOR fails to restore the Premises to a condition substantially suitable for their intended use within ninety (90) days of

19.    DEFAULT AND BANKRUPTCY

B)

    (i)

    (ii)

    (iii)

20.    NOTICE

21.    SURRENDER

22.    BROKERAGE

23.    LESSOR’S LIABILITY

24.    WAIVER

25.    STATUS REPORT

26.    CONDITION AND AREA

A.     PREPARATION OF THE PREMISES:

Promptly upon execution of the Lease, LESSOR will have prepared, at its sole cost and expense, certain plans (“LESSOR’S Plans”) for improvements to be made in the Premises and adjacent areas of the Building to prepare the Premises for LESSEE’S occupancy. Upon completion of LESSOR’S Plans, LESSOR shall submit the same to LESSEE for LESSEE’S approval, which approval shall not be unreasonably delayed or withheld. To the extent that LESSEE does not disapprove LESSOR’S Plans in writing, and provide specific remedies that will make LESSOR’ Plans acceptable, within five (5) Business Days after submission of the same by LESSOR, LESSEE shall be conclusively deemed to have approved LESSOR’S Plans. Promptly after approval of LESSOR’S Plans, LESSOR shall exercise all reasonable efforts to complete, at its sole cost and expense the work specified in LESSOR’S Plans. The work shall collectively be referred to as “LESSOR’S Work.” Tenant shall have no claim against LESSOR for failure so to complete such work.

B.     SUBSTANTIAL COMPLETION:

The Premises shall be deemed ready for occupancy on the first day (the “Substantial Completion Date”) as of which LESSOR’S Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after

occupancy has been taken without causing undue interference with LESSEE’S use of the Premises (i.e. so-called “punch list” items) and LESSEE has been given notice thereof. LESSOR shall complete as soon as conditions permit all “punch list” items and LESSEE shall afford LESSOR access to the Premises for such purposes.

If the Substantial Completion Date has not occurred by October 1, 1999 (the “Construction Completion Date”) as it may be extended pursuant to section 26.D. LESSEE shall have the right to terminate this Lease by giving notice to LESSOR not later than fifteen (15) days after the Construction Completion Date (as so extended), of LESSEE’S desire so to do; and this Lease shall cease and come to an end without further liability or obligation on the part of either party fifteen (15) days after the giving of such notice, unless, within such fifteen (15) day period, LESSOR substantially completes LESSOR’S Work; and such right of termination shall be LESSEE’S sole and exclusive remedy at law or in equity for LESSOR’S failure so to complete such work.

C.     CONCLUSIVENESS OF LESSOR’S PERFORMANCE

Except to the extent to which LESSEE shall have given LESSOR notice, not later than the end of the second full calendar month of the Term of the Lease next beginning after the Commencement Date, of any respects in which LESSOR has not performed LESSOR’S Work, LESSOR shall be deemed to have completed LESSOR’S Work as of the Commencement Date of this Lease.

D.     LESSEES’ DELAYS:

1) If a delay shall occur in the Substantial Completion Date as the result of:

i) Any request by LESSEE that LESSOR delay in the commencement or completion of LESSOR’S Work for any reason;

ii) Any material change by LESSEE in any of LESSOR’S Plans after LESSEE’S approval thereof:

iii) Any other material act or omission of LESSEE or its officers, agents, servants or contractors:

iv) Any special requirement of LESSOR’S Plans not in accordance with LESSOR’S building standards; or

v) Any reasonably necessary displacement of any of LESSOR’S Work from its place in LESSOR’S construction schedule resulting from any of the causes for delay referred to in clauses (i), (ii), (iii), (iv), or this paragraph and the fitting of such Work back into such schedule; then LESSEE shall, from time to time and within ten (10) business days after demand therefor, pay to LESSOR for each day of such delay the amount of Basic Rent, Escalation Charges and other charges that would have been payable hereunder and the LESSEE’S obligation to pay Basic Rent commenced immediately prior to such delay.

2) If a delay in the Substantial Completion Date, or if any substantial portion of such delay, is the result of force majeure, and such delay would not have occurred but for a delay described in paragraph above, such delay shall be deemed added to the delay described in that paragraph. The delays referred to above are herein referred to collectively and individually as “LESSEE’S Delay.”

3) If, as a result of LESSEE’S Delay(s), the Substantial Completion Date is delayed in the aggregate for more than thirty (30) days, LESSOR may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to LESSEE and thereupon this Lease shall terminate without further liability or obligation on the part of either party, except that LESSEE shall pay to LESSOR the cost theretofore incurred by LESSOR in performing LESSOR’S Work, plus an amount equal to LESSOR’S out-of-pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to Section 26 through the effective termination date.

4) The Construction Completion Date shall automatically be extended for the period of any delays caused by LESSEE’S Delay(s) or Force Majeure.

27.    LESSOR’S WARRANTY

28.    SEVERABILITY

29.    RECORDING

30.    HOLDING OVER

31.    GOVERNING LAW

32.    RELOCATION

33.    ENTIRE AGREEMENT

34.    RULES & REGULATIONS

35.    SUITE 520/560 TERMINATION

on a portion of the fifth floor of the Building known as Suite 560 shall hereby be considered null and void.

Notwithstanding the termination of the aforementioned Lease, LESSEE shall from and after the Termination Date be liable to LESSOR as in the Lease provided (a) in the event LESSEE fails to leave the Premises described in said Lease in the condition stated therein, (b) for all payments of Minimum Yearly Rent, Taxes and Operating Costs as provided in said Lease for the period prior to the Termination Date, and (c) pursuant to the indemnification provisions of the Lease with respect to claims of third parties, so long as said claims result from or are due to the act or neglect of LESSEE, its agents, servants and employees which occurred on or before the Termination Date.

LESSEE: SafeScience, Inc.

LESSOR:

OMV Associates Limited Partnership

BY:

Park Square Corporation - its General Partner

BY:

Richard D. Cohen – its President

BY:

/s/ Bradley J. Carver

/s/ Richard D. Cohen

President

Hereunto Duly Authorized

1. LESSOR may from time to time adopt appropriate systems and procedures for the security or safety of the Building, any persons occupying, using or entering the Building, or any equipment, finishings, or contents of the Building, and LESSEE will comply with LESSOR’S requirements relative to such systems and procedures.

2. The sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building will not be obstructed by any tenant or used for any purpose other than for ingress to and egress from the Building. The halls, passages, exits, entrances, elevators, escalators, and stairways are not for the general public, and LESSOR will in all cases retain the right to control and prevent access to such halls, passages, exits, entrances, elevators, and stairways of all persons whose presence in the judgment of LESSOR would be prejudicial to the safety, character, reputation, and interests of the Building and its tenants, provided that nothing contained in these rules and regulations will be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No lessee and no employee or invitee of any tenant will go upon the roof of the Building except such roof or portion of such roof as may be contiguous to a Premises of a particular tenant and may be designated in writing by LESSOR as a roof deck or roof garden area. No tenant will be permitted to place or install any object (including without limitation radio and television antennas, loudspeakers, sound amplifiers, microwave dishes, solar devices, or similar devices) on the exterior of the Building or on the roof of the Building.

3. No sign, placard, picture, name advertisement, or written notice visible from the exterior of LESSEE’S Premises will be inscribed, painted, affixed, or otherwise displayed by LESSEE on any part of the Building or the Premises without the prior written consent of LESSOR. LESSOR will adopt and furnish to LESSEE general guidelines relating to signs inside the Building on the office floors. LESSEE agrees to conform to such guidelines. All approved signs or lettering on doors will be printed, painted, affixed, or inscribed at the expense of the LESSEE by a person approved by LESSOR. Other than window treatments expressly permitted by LESSOR and building standard window treatments, material visible from outside the Building will not be permitted. In the event of the violation of this rule by LESSEE, LESSOR may remove the violating items without any liability, and may charge the expenses incurred by such removal to the tenants or tenants violating this rules.

4. No cooking will be done or permitted by any LESSEE on the Premises, except in areas of the Premises which are specially constructed for cooking and except that use by LESSEE of microwave ovens and Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate, and similar beverages will be permitted, provided that such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations.

5. No LESSEE will employ any person or persons other than the cleaning service of LESSOR for the purpose of cleaning the 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 will be permitted to enter the Building for the purpose of cleaning it. No LESSEE will cause any unnecessary labor by reason of such LESSEE’S carelessness or indifference in the preservation of good order and cleanliness. Should LESSEE’S actions result in any increased expenses for any required cleaning, LESSOR reserves the right to assess LESSEE for such expenses.

6. The toilet rooms, toilets, urinals, wash bowls and other plumbing fixtures will not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other foreign substances will be thrown in such plumbing fixtures. All damages resulting from any misuse of the fixtures will be borne by the tenant who, or whose servants, employees, agents, visitors, or licensees, caused the same.

7. No LESSEE, or LESSEE’S invitees or licensees, will in any way deface any part of the Premises or the Building of which they form a part. in those portions of the Premises where carpet has been provided directly or indirectly by LESSOR, LESSEE will at its own expense install and maintain pads to protect the carpet under all furniture having casters other than carpet casters.

8. No LESSEE will alter, change, replace, or rekey any lock or install a new lock or a knocker on any door of the Premises. LESSOR, its agents, or employees will retain a pass (master) key to all door locks on the Premises. Any new door locks required by LESSEE or any change in keying of existing locks will be installed or changed by LESSOR following tenant’s written request to LESSOR and will be at LESSEE’S expense, all new locks and rekeyed locks will remain operable by LESSOR’S pass (master) key. LESSOR will furnish each tenant, free of charge, with two (2) keys to each suite entry door lock on the Premises. LESSOR will have the right to collect a reasonable charge for additional keys and cards requested by any tenant. Each tenant, upon termination of its tenancy, will deliver to LESSOR all keys and access cards for the Premises and Building that have been furnished to such tenant.

9. The elevator designated for freight by LESSOR will be available for use by all tenants in the Building during the hours and pursuant to such procedures as LESSOR may determine from time to time. The persons employed to move LESSEE’S equipment, material, furniture, or other property in or out of the Building must be acceptable to LESSOR. The moving company must be a locally recognized professional mover, whose primary business is performing of relocation services, and must be bonded and fully insured. A certificate or other verification of such insurance must be received and approved by LESSOR prior to the start of any moving operations. Insurance must be sufficient, in LESSOR’S sole opinion, to cover all personal liability, theft or damage to the Project, including but not limited to floor coverings, doors, walls, elevators, stairs, foliage, and landscaping. Special care must be taken to prevent damage to foliage and landscaping during adverse weather. All moving operations will be conducted at such times and in such a manner as LESSOR will direct, and all moving will take place during non-Business Hours unless LESSOR agrees in writing otherwise. LESSEE will be responsible for the provision of building security during all moving operations, and will be liable for all losses and damages sustained by any party as a result of the failure to supply adequate security. LESSOR will have the right to prescribe the weight, size, and position of all equipment, materials, furniture, or other property brought into the Building. Heavy objects will, if considered necessary by LESSOR, stand on wood strips of such thickness as is necessary to property distribute the weight. LESSOR will not be responsible for loss of or damage to any such property from any cause, and all damage done to the building by moving or maintaining such property will be repaired at the expense of LESSEE. LESSOR reserves the right to inspect all such property to be brought into the building and to exclude from the Building all such property which violates any of these rules and regulations or the Lease of which these rules and regulations are a part. Supplies, goods, materials, packages, furniture, and all other items of every kind delivered to or taken from the Premises will be delivered or removed through the entrance and route designated by LESSOR, and LESSOR will not be responsible for the loss or damage of any such property.

10. No lessee will use or keep in the Premises or the building any kerosene, gasoline, or inflammable or combustible or explosive fluid or material or chemical substance other than limited quantities of such materials or substances reasonably necessary for the operation or maintenance of office equipment or limited quantities of cleaning fluids and solvents required in lessee’s normal operations in the Premises,

which shall be stored in accordance with applicable law. Without LESSOR’S prior written approval, no lessee will use any method of heating or air conditioning other than that supplied by LESSOR. No lessee will use or keep or permit to be used or kept any foul or noxious gas or substance in the Premises.

11. Lessees shall not, prior to or during the Term, either directly or indirectly, employ or permit the employment of any contractor, mover, mechanic or laborer, or permit any materials in the Premises, if the use of such contractor, mover, mechanic or laborer or such materials would, in LESSOR’S opinion, create any difficulty, strike or jurisdictional dispute with other contractors, movers, mechanics or laborers engaged by LESSOR, lessee, or others, or would in any way disturb the construction, maintenance, cleaning, repair, management, security or operation of the Building, Project or any part thereof. Any lessee, upon demand by LESSOR, shall cause all contractors, movers, mechanics, laborers or materials causing such interference, difficulty or conflict to leave or be removed from the Project immediately.

12. LESSOR will have the right to prohibit any advertising by LESSEE mentioning the Building, that in LESSOR’S reasonable opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from LESSOR, LESSEE will refrain from or discontinue such advertising.

13. LESSEE will riot bring any animals (except “Seeing Eye” dogs) or birds into the building, and will not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by LESSOR for such purposes.

14. All persons entering or leaving the building between the hours of 6 p.m. and 8 a.m. Monday through Friday, and at all hours on Saturdays, Sundays, and holidays will comply with such off-hour regulations as LESSOR may establish and modify from time to time. LESSOR reserves the right to limit reasonably or restrict access to the Building during such time periods.

15. Each lessee will store all its trash and garbage within its Premises. No material will be placed in the trash boxes 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 without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal will be made only through entryways and elevators provided for such purposes and at such times as LESSOR designates. Removal of any furniture or furnishings, large equipment, packing crates, packing materials, and boxes will be the responsibility of each lessee and such items may not be disposed of in the Buildings trash receptacles nor will they be removed by the Building’s janitorial service, except at LESSOR’S sole option and at the lessee’s expense. No furniture, appliances, equipment, or flammable products of any type may be disposed of in the Building trash receptacles.

16. Canvassing, peddling, soliciting, and distributing handbills or any other written materials in the Building are prohibited, and each lessee will cooperate to prevent the same.

17. The requirements of the lessee’s will be attended to only upon application by written, personal, or telephone notice at the office of the Building. Employees of LESSOR or LESSOR’S agent will not perform any work or do anything outside of their regular duties unless under special instructions from LESSOR.

18. A directory of the Building will be provided for the display of the name and location of tenants only. all entries on the Building directory display will conform to standards and style set by LESSOR in its sole discretion. Space on any exterior signage will be provided in LESSOR’S sole discretion. No lessee will have any right to the use of any exterior sign.

19. LESSEE will see that the doors of the Premises are closed and locked and that all water faucets, water apparatus, and utilities are shut off before LESSEE or LESSEE’S employees leave the Premises, so

as to prevent waste or damage, and for any failure to comply or carelessness in this regard LESSEE will make good all injuries sustained by other tenants or occupants of the Building or LESSOR. On multiple - tenancy floors, all lessee’s will keep the doors to the Building corridors closed at all times except for ingress or egress.

20. LESSEE will not conduct itself in any manner that is inconsistent with the character of the building as a first quality building or that will impair the comfort and convenience of other tenants in the Building.

21. No act or thing done or omitted to be done by LESSOR or LESSOR’S agent during the term of the Lease in connection with the enforcement of these rules and regulations will constitute an eviction by LESSOR of any lessee nor will it be deemed an acceptance of surrender of the Premises by any lessee, and no agreement to accept such termination or surrender will be valid unless in a writing signed by LESSOR. The delivery of keys to any employee or agent of LESSOR will not operate as a termination of the Lease or a surrender of the Premises unless such delivery of keys is done in connection with a written instrument executed by LESSOR approving the termination or surrender.

22. In these rules and regulations, the term “lessee” includes the employees, agents, invitees, and licensees of LESSEE and others permitted by LESSEE to use or occupy the Premises.

23. LESSOR may waive any one or more of these rules and regulations for the benefit of any particular lessee or lessees, but no such waiver by LESSOR will be construed as a waiver of such rules and regulations in favor of any other lessee or lessees, nor prevent LESSOR from enforcing any such rules and regulations against any or all of the lessees of the Building after such waiver.

24. These rules and regulations are in addition to, and will not be construed to modify or amend, in whole or in part, the terms, covenants, agreements, and conditions of the Lease.

Lease Commence-

5-31-02

6-1-02 –

4-31-03

5-1-03 –

8-31-04

9-1-04 –

3-31-05

2,968 sq. ft.

2,865 sq. ft.

3,389 sq. ft.

2,117 sq. ft.

Blended

Total Annual Rent

ESCALATORS:

/s/ Jennifer Cote

Jennifer Cote

Property Manager

/s/ Bradley J Carver

2/8/00

Reviewed & Approved

Date

cc: Robin Sherman

6-1 - 02 -

4-31-03

5-1-03 -

8-31-04

2,968 sq.ft.

2,865 sq.ft.

3,389 sq.ft.

2,117 sq.ft.

Annual Rent

Monthly Rent

TENANT:

LANDLORD:

SafeScience, Inc.

BY:

OMV Associates Limited Partnership

BY:

Park Square Corporation - its General Partner

BY:

Richard D. Cohen - its President

/s/ Bradley J Carver

/s/ Richard D. Cohen

Its President

3. Term:

LESSEE

LESSOR

SafeScience, Inc.

BY:

OMV Associates Limited Partnership

BY:

BY:

Richard D. Cohen – its President

BY:

/s/ Bradley J Carver

/s/ Richard D. Cohen

Per Rentable

Sq. Ft.

LESSEE: GlycoGenesys, Inc.

LESSOR: OMV Associates Limited Partnership

By:

Park Square Corp. - its General Partner

By:

Richard D. Cohen - its President

/s/ Bradley J Carver

/s/ Richard D. Cohen

BRADLEY J. CARVER

President &CEO