TVI (TVIN)

AGREEMENT:

NOW, THEREFORE, in consideration of the promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Defined Terms. Terms not otherwise defined in this Consent will have the meaning given such terms in the Lease.

2. Landlord’s Covenants. By its signature below, Landlord covenants, certifies, represents and warrants to Tenant and Assignee as follows:

(a) Landlord hereby consents to the assignment of the Lease by Tenant to Assignee. Landlord acknowledges that all conditions to such assignment as set forth in the Lease have been satisfied in full.

(b) The Lease is in full force and effect as of the date of Landlord’s execution of this Consent (the “Consent Date”). As of the Consent Date, neither Landlord nor Tenant is in breach or default of the Lease, and no event has occurred which with the giving of notice and/or passage of time would constitute a breach or default by Tenant.

(c) The Lease constitutes the entire agreement between Landlord and Tenant with respect to the property leased pursuant to the Lease, and there are no amendments, modifications, supplements or assignments, written or oral, to the Lease.

(d) Upon Assignee’s assumption of the Lease, Landlord shall release Tenant from any and all obligations and liabilities under the Lease incurred or accrued as of and after the date of the closing of the Purchase Agreement.

(e) Landlord acknowledges that Assignee is relying upon this Consent in agreeing to execute the Assignment in the form attached hereto as Exhibit B.

IN WITNESS WHEREOF, this Consent has been executed by Landlord this      day of October, 2006.

2

EXHIBIT A

Lease

EXHIBIT B

Assignment