LEASE AGREEMENT

by and between

DaPuzzo Investment Group, LLC,
as Landlord

and

Encision, Inc.
as Tenant

6797 Winchester Circle
Boulder, Colorado

TABLE OF CONTENTS

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LEASE AGREEMENT

THIS LEASE AGREEMENT (this Lease) is entered into as of the Date by and between the Landlord and Tenant, identified in Section 1.1 below.

1.                                      BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS.

1.1                               Basic Lease Definitions.  In this Lease, the following defined terms have the meanings indicated:

(a)                                  Date means June 3, 2004.

(b)                                 Landlord means DaPuzzo Investment Group, LLC, a Colorado limited liability company.

(c)                                  Tenant means Encision, Inc., a Colorado corporation.

(d)                                 Property means Lot 8, Replat of Gunbarrel Technical Center, County of Boulder, State of Colorado, located at 6797 Winchester Circle, Boulder, Colorado.

(e)                                  Premises means the space in the Building known as Suites A and D and identified on Exhibit A to this Lease.  The Rentable Area of the Premises will be approximately 19,846 square feet and will be finally determined by Landlords architect upon completion of Landlords work per the Work Letter attached as Exhibit D.

(f)                                    Building means the building and other related improvements located on the Property.  Upon completion of Landlords work pursuant to the Work Letter attached as Exhibit D, the Building will contain approximately 35,870 square feet of Rentable Area and will be finally determined by Landlords architect upon completion of Landlords work.

(g)                                 Permitted Use means primarily research, development, and manufacturing of medical devices, general office uses and for no other use or purpose.

(h)                                 Rentable Area means the rentable area, measured in square feet, of any described space within the Building, as determined pursuant to the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996.

(i)                                     Commencement Date, is defined in the Work Letter attached to this Lease as Exhibit D.

(j)                                     Term means the duration of this Lease, which will be approximately 60 months, beginning on the Commencement Date and ending on the Expiration Date, unless terminated earlier as provided in this Lease.  If Tenant exercises Tenants renewal option pursuant to Article 4, the Renewal Term shall be deemed part of the Term.

(k)                                  Expiration Date means (1) if the Commencement Date is the first day of a month, the five year anniversary of the day immediately before the Commencement Date; or (2) if the Commencement Date is not the first day of a month, the last day of the 60^th month following the month in which the Commencement Date occurs.

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(l)                                     Base Rent means the Rent payable in each Lease Year according to Section 3.1, as follows:

(m)                               Tenants Share means that percentage obtained by dividing the Rentable Area of the Premises by the Rentable Area of the Building.  Initially, Tenants Share is 55.328%.  Tenants Share shall be adjusted from time to time as made necessary by changes in the Rentable Area of the Premises or the Building pursuant to Section 1.1(e), 1.1(f), 8.1, 16.2.

(n)                                 Security Deposit means an amount equal to one and one-half months Base Rent for the second Lease Year, which Tenant shall pay to Landlord upon execution of this Lease.  The Security Deposit will be credited towards Tenants Base Rent due for the entire first month and part of the second month of the third Lease Year.

(o)                                 Landlords Address means:

DaPuzzo Investment Group

8467 Firethorn Court

Longmont, Colorado 80503

(p)                                 Tenants Address means:

before the Commencement Date:

Encision, Inc.

4828 Sterling Drive

Boulder, Colorado 80301

after the Commencement Date:

Encision, Inc.

6797 Winchester Circle

Boulder, Colorado 80301

(q)                                 Broker means The Colorado Group, Inc., acting as a transaction broker representing both Landlord and Tenant.  Landlord will pay Broker a commission in accordance with a separate listing agreement with Broker.

(r)                                    Exhibits means those exhibits listed in Section 30.16 below.

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1.2                               Additional Definitions.  In addition to those terms defined in Section 1.1 and other sections of this Lease, the following defined terms when used in this Lease have the meanings indicated:

(a)                                  ADA means the American with Disabilities Act of 1990, as amended from time to time.

(b)                                 Additional Rent means all amounts required to be paid by Tenant pursuant to Section 3.2 of this Lease in addition to Base Rent.

(c)                                  Affiliates means, with respect to any party, any persons or entities that own or control, are owned or controlled by, or are under common ownership or control with, such party and such partys and each of such other persons or entitys respective officers, directors, shareholders, partners, venturers, members, managers, agents and employees.  For purposes of this definition, a party is owned by anyone that owns more than 50% of the equity interests in such party and a party is controlled by anyone that owns sufficient voting interests to control the management decisions of such party.

(d)                                 Common Areas means all areas and facilities on the Property and within the Building that are provided and designated from time to time by Landlord for the general, nonexclusive use and convenience of Tenant and other tenants of the Building and their respective employees, invitees, licensees and other visitors, including, without limitation, certain lobbies, hallways, entry ways, loading areas, toilet facilities, elevator facilities, shafts, basements, driveways, parking areas, mechanical and electrical rooms, janitors and storage closets, stairways, lighting facilities, trash facilities, utility lines, sidewalks, covered walkways, terraces, loading areas, underground walkways, plazas, courts, retaining walls, access roads, truck serviceways and landscaped areas.

(e)                                  Encumbrance means any ground lease, first mortgage, or first deed of trust now or later encumbering the Building and all their renewals, modifications, supplements, consolidations, and replacements.

(f)                                    Environmental Laws means the Resource Conservation and Recovery Act, 42 U.S.C.  6901, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.  9601, et seq. (including the so-called Superfund amendments thereto); the Clean Water Act, 33 U.S.C.  1251, et seq.; the Hazardous Materials Transportation Authorization Act of 1994, 49 U.S.C.  1501, et seq.; the Toxic Substances Control Act, 15 U.S.C.  2601, et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.  136, et seq.; the Atomic Energy Act of 1954, 42 U.S.C.  2014, et seq.; and any other applicable Laws governing or pertaining to any hazardous substances, hazardous wastes, chemicals or other materials, including, without limitation, asbestos, polychlorinated biphenyls, radon, petroleum products and any derivative.

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