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Regus Buisness Center Service Agreement

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Exhibit 10.11

REGUS Business Center Service Agreement

Service Agreement Type: x Office a8 Cubes a8 Hotdesk Agreement Date: August 15, 2005

CALIFORNIA, Palo Alto - Downtown Business Center Bank Details Street/Floor: 228 Hamilton Avenue 3rd Floor Name: Bank of America City: Palo Alto Sort code: 111-000-025 State & Zip Code: CA, 94301 Account number: 478-726-8404 Client details (not Regus Center address) Corporate Account a8 Yes PCA a8 Yes Company Name: The Avicena Group, Inc. Federal ID No.: Address: 9 Neptune Street Contact Name: Belinda Tsao-Nivaggioli City/State: Newburyport, MA Title: CEO Zip Code: 09150 Telephone: Email Address: belinda_tsao@avicenagroup.com Fax: (650) 798-5202 Emergency Contact: Emergency Phone: Invoicing details (if different) Company Name: Contact Name: Address: Title: City/State: Telephone: Zip Code: Fax:

The standard fee (excluding tax)

Office Number Market Office Price per
Month $

Monthly Office

Price $ Number of
Total per Month $

316 $ 1,870.00 $ 1,870.00 1 $ 1,870.00

317 $ 2,200.00 $ 2,200.00 1 $ 2,200.00

320 $ 3,300.00 $ 2,127.40 2 $ 2,127.40

321 $ 1,870.00 $ 1,172.60 1 $ 1,172.60 $ 0.00 $ 0.00 $ 0.00 Total per Month $ $ 7,370.00 Initial Payment: Monthly Office Payment $ 7,370.00

a8 Check if Renewal Service Retainer 2 $ 14,740.00 Monthly Taxes Rate 8.25% % $ 152.01 Total Initial Payment $ 22,262.01 Monthly Payment Total Monthly Payment (excl. of services) $ 7,522.01

Direct Debit Option requested by client: a8 (check, if accepted fill out " Direct Debit Authorization Form" ) Length of Agreement

Start date (MM/DD/YY):

October 1, 2005

End date (MM/DD/YY):

December 31, 2005


Check here if you do not consent to Regus processing data in accordance with Clause 28 of this Agreement. a8

We are REGUS BUSINESS CENTRES CORP. of One Stamford Plaza, 263 Tresser Blvd., 9 th Floor, Stamford, CT 06901.

This Agreement incorporates our terms of business set out on attached Terms of Business which you confirm you have read and understood. We both agree to comply with those terms and our obligations as set out in them. Note that the Agreement does not come to an end automatically. See " Bringing your Agreement to an end."

Name (printed)

Belinda Tsao-Nivaggioli

Name (printed)

Frank Da Prato

Title (printed)


Title (printed)

Operations Manager

Date (MM/DD/YY)


Date (MM/DD/YY)


SIGNED on your behalf (Client) SIGNED on your behalf (Regus) /s/ Belinda Tsao Nivaggioli /s/ Frank Da Prato

Contact: 1.877.734.8787 www.regus.com

Terms of Business


1. We Are Regus Business Centre Corp. hereafter referred to as " Regus" . These are our terms of business. They apply to the Service Agreement which you the client have signed (which we refer to simply as your Agreement.

Your Agreement supersedes any previous Agreement you may have with us for the same services and contains all the terms we have agreed.


2. Furnished Office Accommodation

We are to provide the number of serviced and fully furnished accommodations for which you have agreed to pay in the business center stated in your Agreement (also referred to in this Agreement as " Accommodation(s)" ). Your Agreement lists the accommodations we have initially allocated for your use. Occasionally, we may need to allocate different accommodations, but these will be of equivalent size and we will attempt to obtain your approval with respect to such different accommodations in advance.

3. Office Services

We are to provide the services described in the Business Services Order, the Regus Workstation or Cube offer and, if requested, the Business Services offer, and the RegusNet IT Connectivity Order during normal operating hours Monday to Friday. (connectivity is available 24/7).

We are happy to discuss special arrangements for use of these services outside our normal operating hours. All services are subject to the availability of our center team at the time of any service request. We will endeavor to deal with a service request at the earliest opportunity, but will not be held responsible for any delay.

If in our opinion, we decide that a request for any particular Business Service is excessive, we reserve the right to charge an additional fee at our usual published rates based on the time taken to complete the service.

4. RegusNET

You must comply with any copyright notices, license terms or other notices appearing on screen or as part of any material or the Internet or our network. You must not copy, use or exploit such software or other material in any way, unless we have explicitly given you permission to do so. You must strictly comply with the terms of any permission that we give.

We do not make any representations as to the security of our network (or the Internet) or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances.

We cannot guarantee that a particular degree availability will be attained in connection with your services. You hereby warrant to us that our provision of these services to you will not infringe the rights of any third party.

You agree to comply with the RegusNet Technology Policy as set out on the reverse of the RegusNet IT Connectivity Order form.

We warrant that the services shall be provided and performed in a professional and workmanlike manner and shall conform to the description of the services set out in the offers for " Regus Connectivity Services" and in the RegusNet IT connectivity Order. If we fail to provide the services as warranted, your sole and exclusive remedy shall be the remedy of such failure by us within a reasonable time after written notice.

The above warranty is in lieu of all other terms, conditions and warranties, whether express or implied by usage, custom statute or otherwise, appertaining to the services and manner in with we perform our obligations and exercise our rights including, but without prejudice to the generality of the foregoing, such as relate to the description, performance, quality, suitability or fitness for any particular purpose, of the services. We do not warrant that the services will be uninterrupted or error free.


5. On Moving In

You will be asked to sign an inventory of all accommodation(s), furniture and equipment, you are permitted to use, together with a note of its conditions, and details of the keys at entry cards issued to you. You may at any time have as many employees working in your accommodation(s) as there are maximum allowable watts-towns. This number is noted on the front of this Agreement. Anytime the number of people sharing an accommodation exceeds the maximum number of workstations allowable in that accommodation a Hot Desk Supplement fee equal to the monthly standard VO fee, (prices available on request), will apply for each person over the number of maximum workstations for the given accommodation. If at any time the number of people physically present exceeds the maximum number of workstations allowable, those employees wig pay an additional hourly or daily rate for the additional accommodations.

6. The Nature Of Your Business

You must only use the accommodation for office purposes, and only for the business stated in your Agreement or subsequently agreed with us. Office/Accommodation use of a " retail" nature, involving frequent visits by members of the public, is not permitted. You must not carry on a business which competes with our business of providing serviced office or cube accommodations. You must not use the name Regus or any of i
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