INTERVISUAL BOOKS INC /CA
EXHIBIT 10.70
<DOCUMENT>
<TYPE>EX-10.70
<SEQUENCE>15
<FILENAME>v80787ex10-70.txt
<DESCRIPTION>EXHIBIT 10.70
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.70


                             OFFICE SPACE SUBLEASE


THIS OFFICE SPACE SUBLEASE dated as of FEBRUARY 22, 2002 (the "Sublease")
between Keane, Inc. a Massachusetts corporation, with principal offices at Ten
City Square, Boston, Massachusetts 02129 (hereinafter "Keane" or "Sublandlord")
and INTERVISUAL BOOKS, INC., a California corporation with principal offices
prior to the Commencement Date, as defined herein, at 2716 Ocean Park Boulevard,
Suite 2020, Santa Monica CA. 90405 and at the Subleased Premises thereafter
(hereinafter "Subtenant" or "INTERVISUAL BOOKS, INC.").

                                   WITNESSETH

WHEREAS, by lease dated June 24, 1999 Keane, Inc. ("Sublandlord") leased from
Westbrook Marina Office, LLC, ("Overlandlord"), certain premises in the building
located in the building known as 12910 CULVER BOULEVARD, MARINA DEL REY, CA
90068 (the "Building") which lease, together with any modifications, amendments,
assignments and assumptions thereof, addenda, and/or supplements thereto, a copy
of which is attached hereto as Exhibit "A" and incorporated, is hereafter
referred to as the "Principal Lease"; and

WHEREAS, Sublandlord, Keane desires to sublease such premises as is shown on
EXHIBIT B attached hereto (the "Subleased Premises") to Subtenant, INTERVISUAL
BOOKS, INC.

NOW, THEREFORE, in consideration of the payable rent and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Sublandlord, Keane, and Subtenant, INTERVISUAL BOOKS, INC., agree as follows:

1.   DEMISE. Keane hereby subleases to INTERVISUAL BOOKS, INC. and INTERVISUAL
     BOOKS, INC. hereby subleases from Keane the Subleased Premises, including,
     upon and subject to the terms, covenants, and conditions hereinafter set
     forth. The parties agree that the Subleased Premises contain approximately
     9,180 Square Feet (known as Suite Number C) on the SECOND floor of the
     Building. This Sublease is specifically subject and subordinate to the
     Principal lease, any ground or underlying leases (the "Ground Leases"), any
     mortgages and/or deeds of trust, modifications, consolidations, and
     replacements of the Ground Leases and said mortgages and deeds of trust
     (collectively, "Superior Interests").

2.   TERM. The term of this Sublease (the "Term") shall commence thirty (30)
     days after Sublandlord, INTERVISUAL BOOKS, INC. and the Overlandlord have
     executed this Office Space Sublease and/or any necessary Overlandlord
     approvals (the "Commencement Date") and shall terminate on for the
     premises) shall terminate on SEPTEMBER 30, 2004 (the "Expiration Date")
     Keane shall not be liable for any loss or damage caused by any failure to
     deliver possession of the Subleased Premises to Subtenant on the
     Commencement Date


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3.   RENT.

     a) INTERVISUAL BOOKS, INC. agrees to pay Keane as rent for the Subleased
        Premises (the "Base Rent") equal monthly installments due on the first
        day of every calendar month of the Term, at the following rates:

     b)        $10.80 PSF FOR BASE RENT/ $8,262.00 per month $1.50 PSF FOR
               ELECTRICAL ESTIMATE/ $1,147.50 per month (the "Electrical
               Estimate") $0.85 PSF FOR JANITORIAL/ $650.25 per month (the
               "Janitorial Estimate")


        INTERVISUAL BOOKS, INC. shall make the first month's Base Rent payment
        upon the execution of this Sublease. Base Rent for any partial calendar
        month during the Term shall be prorated on a per diem basis.

        Payment by INTERVISUAL BOOKS, INC. of the Electrical Estimate and the
        Janitorial Estimate and Adjustments.

        (i) In order to provide for accurate monthly payments of the Electrical
        Estimate and the Janitorial Estimate, from time to time during the Term
        Sublandlord shall submit to INTERVISUAL BOOKS, INC. a statement from the
        Overlandlord of Overlandlord's estimate of the amount of the total
        Electrical Estimate and the Janitorial Estimate applicable to the
        Subleased Premises. Tenant shall pay each month one-twelfth (1/12th) of
        the Electrical Estimate and the Janitorial Estimate. Sublandlord may
        revise the Electrical Estimate and the Janitorial Estimate at any time
        during a calendar year by written notice to INTERVISUAL BOOKS, INC. (but
        in no event more that twice), setting forth such revised payments to
        Sublandlord. In such event, all monthly payments for the Electrical
        Estimate and the Janitorial Estimate made by INTERVISUAL BOOKS, INC.
        after such notice shall be in an amount calculated on the basis of such
        revised estimate.

        (ii) After the end of each calendar year, Sublandlord will as soon as
        practicable (but in no event earlier than Sublandlord's receipt of a
        written statement from the Overlandlord) submit to INTERVISUAL BOOKS,
        INC. a statement of the actual electrical cost and the janitorial cost
        incurred by the Overlandlord for the Subleased Premises for the
        preceding calendar year. INTERVISUAL BOOKS, INC. shall pay Sublandlord,
        within thirty (30) days of INTERVISUAL BOOKS receipt of such statement,
        of the excess, if any, of actual electrical and janitorial expenses over
        the Electrical Estimate and the Janitorial Estimate paid. If the amount
        paid by INTERVISUAL BOOKS, INC. during the previous year exceeded
        INTERVISUAL BOOKS, INC. share actual electrical and janitorial expenses
        for the Subleased Premises for the year, the excess shall be credited
        toward payment of the next installment of Base Rent to be paid by



                                      -2-
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        INTERVISUAL BOOKS, INC. If the amount paid by INTERVISUAL BOOKS, INC.
        during the last calendar year of the Term exceeds INTERVISUAL BOOKS,
        INC. share of actual expenses for such year, Sublandlord shall pay
        INTERVISUAL BOOKS, Inc. the excess amount within thirty (30) days after
        Overlandlord's submission to Sublandlord of the operating expense
        statement for such calendar year.

        Subtenant agrees to be responsible for any and all separately metered
        utilities and, if appropriate and approved shall make arrangements for
        direct billing with the provider.

     c) All payments due under this Section 3 shall be payable without demand
        (except as expressly provided), and without abatement, offset,
        deduction, or counterclaim to the order of KEANE, INC., TEN CITY SQUARE,
        BOSTON, MASSACHUSETTS 02129, ATTENTION: CONTRACT SERVICES, or elsewhere
        as designated from time to time in writing or by Keane. If INTERVISUAL
        BOOKS, INC. shall fail to pay any installment of Fixed Rent within five
        (5) days after its due date or INTERVISUAL BOOKS, INC. shall also pay to
        Keane a late fee of Five (5%) of the amount due and interest on the
        amount overdue from its original due date at a rate of the lesser of
        1.5% per month and the maximum rate allowed by law, such interest to be
        payable as additional rent hereunder. The payment of such late charge
        shall be in addition to all other rights and remedies available to Keane
        in the case of non-timely payment of Base Rent and/or additional rent.
        INTERVISUAL BOOKS, INC.'S obligations under this Section 3 shall survive
        the expiration date or earlier termination of the Sublease.

     d) There shall be no Real Estate Tax or Operating Expense passthrough
        charges billed to the Subtenant. Subtenant shall be responsible for
        directly requested service charges. Subtenant shall not pay any other
        passthroughs from Overlandlord other than those specifically listed
        herein.

4.   USE. Subtenant shall use the Subleased Premises for the purposes set forth
     in the Principal lease and for no other purpose whatsoever. INTERVISUAL
     BOOKS, INC. shall use and occupy the Premises in full compliance with the
     terms of the Principal Lease.

5.   INCORPORATION OF PRINCIPAL LEASE, INAPPLICABILITY OF CERTAIN PROVISIONS,
     ATTORNMENT

     a) The terms and provisions of the Principal Lease are incorporated herein
        by reference, except for such provisions as are inapplicable to the
        Subleased Premises or are inconsistent with or modified by the terms of
        this Sublease, and further except that all references to the premises
        shall refer, instead, to the Subleased Premises and all references to
        Sublandlord and Subtenant shall refer instead to Keane and INTERVISUAL
        BOOKS, INC. respectively.



                                      -3-
<PAGE>


     b) INTERVISUAL BOOKS, INC. (i)covenants and agrees that if, for any reason
        whatsoever, the Principal Lease or leasehold estate of the Tenant
        (Keane) thereunder is terminated PRIOR TO THE AFOREMENTIONED EXPIRATION
        DATE, this Sublease shall also terminate as of the date of the
        termination of the Principal Lease unless INTERVISUAL BOOKS INC. and
        Overlandlord elect to have this Sublease continue in full force, in
        which case this Sublease will continue as a direct lease, under the same
        terms and conditions, between Overlandlord and Subtenant, Subtenant will
        attorn to Overlandlord and will recognize Overlandlord as Subtenant's
        Sublandlord under this Sublease and Keane shall be released by Overland
        and INTERVISUAL BOOKS, INC. from any further liability. INTERVISUAL
        BOOKS, INC. covenants and agrees to execute and deliver, at any time,
        within ten (10) days following a request therefor by Keane and/or
        Overlandlord, any instrument which may be reasonably necessary or
        appropriate to evidence such Attornment. (ii)Keane shall provide written
        notice to Intervisual of any default that has occurred under the
        Principal Lease or if an event of default has occurred which with notice
        or the passage of time, may become a default under the Principle Lease
        including but not limited to any late payments to be paid by Keane to
        Overlandlord (iii)Keane shall provide copies of any default notices that
        are sent between Keane and Overlandlord.

     c) INTERVISUAL BOOKS, INC. shall perform all the obligations of Keane under
        the Principal Lease except as otherwise provided by this Sublease, and
        INTERVISUAL BOOKS, INC.'s obligations shall be performed for the benefit
        of Keane and Overlandlord as Keane may determine to be appropriate under
        the circumstances. Subtenant shall indemnify Keane against and hold
        Keane harmless from all claims, damages, costs, liabilities and expenses
        including, but not limited to, reasonable attorney's fees and
        disbursements, arising from or in connection with any failure to perform
        or observe the obligations of the Subtenant under the Principal Lease as
        incorporated in this Sublease by reference. INTERVISUAL BOOKS, INC.
        shall not do, omit, or permit to be done any act or thing, which is, or
        with notice or the passage of time would be, a default under the
        Principal Lease or this Sublease.

6.   CONDITION OF SUBLEASED PREMISES. Keane shall deliver the Subleased Premises
     broom clean and shall remove old equipment not required by Subtenant. Keane
     will assume responsibility, if any, for complying with city and state
     applicable code/ordinances, other than those that are the responsibility of
     the Overlandlord or the Subtenant. Keane shall check that phones systems
     are in working order at the commencement of the term. Subtenant shall be
     responsible for any and all telephone maintenance issues. Keane provides no
     implied warranties or fitness for a particular purposes concerning said
     telephone equipment. Keane shall reinstall certain furniture items listed
     in Exhibit "B" prior to the Commencement date. The use of existing
     telephone hardware shall be without additional charge. Subtenant will
     responsible for all telephone use charges, maintenance, service and taxes,
     etc. associated with telephone use and operation.



                                      -4-

<PAGE>


     With the exception of the above, INTERVISUAL BOOKS, INC. agrees that it has
     inspected the Subleased Premises, agrees to take the same in its present
     "as is" condition, and acknowledges that no representation with respect to
     its condition has been made and that Keane will not perform any work to
     prepare the Subleased Premises for INTERVISUAL BOOKS, INC.'S occupancy. Any
     work required by INTERVISUAL BOOKS, INC. to prepare the Subleased Premises
     for its occupancy, with the exception of property removal and cleaning, and
     any other changes, alterations, or improvements desired to be made to the
     Subleased Premises by Subtenant (collectively, "Alterations") shall be at
     the sole cost and expense of Subtenant and shall be subject to the prior
     written approval of Keane and the Overlandlord, which approval may be
     granted or withheld in Keane's reasonable discretion, and the sole
     discretion of the Overlandlord and any Alterations so approved shall be
     performed in full compliance with the applicable provisions of the
     Principal Lease.

                  Following consent of the Overlandlord, Keane shall permit
                  INTERVISUAL BOOKS, INC. access to the Subleased Premises prior
                  to the Commencement Date during normal business hours for the
                  purposes installation of furniture, fixtures and equipment
                  (FF&E). Access is strictly limited to FF& E installation and
                  not occupancy. INTERVISUAL BOOKS, INC. assumes any and
                  liability for loss/damage or destruction of said FF&E during
                  that period and shall not interfere with Keane's furniture
                  installation work to prepare the Subleased Premises pursuant
                  to this Paragraph 6.

7.   REPAIR AND MAINTENANCE. INTERVISUAL BOOKS, INC. shall at its own expense
     maintain and keep the Subleased Premises in good order, condition, and
     repair, with reasonable wear and tear, fire and causalty excepted.
     INTERVISUAL BOOKS, INC. shall be responsible for all damage and/or injury
     done to the Subleased Premises or to the Building during the Term by
     Subtenant or by its employees, agents, independent contractors, invitees,
     or customer.

8.   SUBLETTING/ASSIGNMENT. INTERVISUAL BOOKS, INC. shall not, by operation of
     law or otherwise, assign this Sublease to, or further sublet to or permit
     the use or occupancy of all or any part of the Subleased Premises by any
     other party without the prior written consent of Keane and the
     Overlandlord, which consent may be granted or withheld in Keane's or
     Overlandlord's sole and absolute discretion.

9.   SUBLANDLORD'S OBLIGATIONS. Keane agrees that INTERVISUAL BOOKS, INC. shall
     be entitled to receive all services and repairs provided by Overlandlord
     under the Principal Lease, and that Keane will cooperate and use reasonable
     efforts with INTERVISUAL BOOKS, INC., at INTERVISUAL BOOKS, INC.'s sole
     cost and expense, to cause Overlandlord to perform Overlandlord's
     obligations under the Principal Lease with respect to the Subleased
     Premises, so long as INTERVISUAL BOOKS, INC. is not in default hereunder
     beyond any applicable cure period. It is expressly agreed by the parties,
     however, that Keane does not assume any obligation to perform the terms,
     covenants, and conditions contained in the Principal Lease on the part of
     the Overlandlord to be performed, or any liability for the accuracy of any
     warranty or representation made by Overlandlord under the aforementioned
     Principal Lease and that



                                      -5-

<PAGE>


     Subtenant shall look solely to Overlandlord for the performance of such
     obligations and the inaccuracy of any such warranties or representations.

10.  RELEASE FROM LIABILITY. Neither Keane nor any of its officers, agents, or
     employees shall be liable for any injury, loss, or damage to persons or
     property, sustained by INTERVISUAL BOOKS, INC. or any other person or other
     entity due to (i) the Subleased Premises, the Building or any part or
     appurtenances of either being or becoming out of repair, (ii) the happening
     of any accident in or about the Subleased Premises or the building, or
     (iii) any act or neglect of any tenant or occupant of the Building or of
     any other person or other entity.

11.  RIGHT TO CURE. If INTERVISUAL BOOKS, INC. fails to fulfill any of its
     obligations under this Sublease including, but not limited to, its
     obligations to maintain and repair the Subleased Premises or the Building,
     which failure continues for more than five (5) days after written notice to
     Subtenant (except in case of emergency where no notice and cure period
     shall be afforded Subtenant) then Keane or the Overlandlord may, at their
     option, fulfill such obligation on Subtenant's behalf and Subtenant shall
     upon demand reimburse Keane or the Overlandlord for all expenditures, fines
     or damages sustained by them due to Subtenant's noncompliance with or
     nonperformance or breach of any of the terms, covenants, or conditions of
     this Sublease or of the Principal Lease as incorporated herein. All
     reimbursements under this Section 11 shall constitute additional rent
     payable under this Sublease and shall bear interest in accordance with
     Section 3 (c) above.

12.  INSURANCE.

     a) INTERVISUAL BOOKS, INC. shall throughout the Term and its sole cost and
        expense maintain in full force and effect such policies of insurance as
        are required of Keane as tenant under the Principal Lease and to the
        extent not provided therein, policies insuring Keane from:

        i)  All claims, demands, and/or actions for injury to or death of any
            person in any amount of no less than $2,000,000.00 for injury to or
            death of more than one person in any one occurrence to the limit of
            $2,000,000.00 made by, or on behalf of, any person or other entity
            arising from, related to or in connection with the Subleased
            Premises and $500,000.00 for property damage. KEANE, OVERLANDLORD,
            AND ANY THIRD PARTIES AS DEFINED IN PARAGRAPH 17 HEREIN SHALL BE
            NAMED AS ADDITIONAL INSUREDS ON SUCH POLICY OF INSURANCE. The
            foregoing insurance limits shall be increased to such amounts as
            Keane, Overlandlord, and/or any Third Parties may require upon not
            less than thirty (30) days' notice to Subtenant; and

        ii) All workers' compensation claims as required by applicable law.

        All insurance required to be maintained by Subtenant shall be with
        companies and in form, substance, and amount reasonably satisfactory to
        Keane and Overlandlord. The aforesaid insurance shall not be subject to
        cancellation,


                                      -6-

<PAGE>


        amendment, or modification except after at least thirty- (30) days'
        prior written notice to Keane and Overlandlord and any Third Parties as
        additional insureds. Certificates of such insurance policies, in form
        reasonably satisfactory to Keane, shall be deposited with Keane prior to
        the commencement of the Term, and shall contain a waiver of all rights
        of subrogation as such companies may have against Keane and
        Overlandlord.

     b) Subtenant shall not store upon the Subleased Premises any materials or
        use the Subleased Premises in any manner that may result in an increase
        in Keane's and Overlandlord's premiums for the fire or casualty
        insurance insuring the Building or Subleased Premises. Without limiting
        the foregoing, in the event that Subtenant's storage of materials upon
        or use of the same at the Subleased Premises results in an increase in
        said premiums, Subtenant shall pay to Keane and Overlandlord, as the
        case may be, a sum equal to the amount of such increase following
        delivery to Subtenant of reasonably detailed information evidencing that
        Subtenant's actions were the cause of such increase in premiums.

13.  INDEMNITY. Except in instances of gross negligence or willful/intentional
     acts, the parties will protect, defend, indemnify, and hold harmless the
     other respective party and their agents, directors, officers, and employees
     from and against all liabilities, obligations, claims, damages, penalties,
     causes of action, costs, and expenses (including without limitation
     reasonable attorneys' fees and disbursements) imposed upon or incurred by
     or asserted against any one or more of the aforesaid by reason if (i) any
     failure on the part of a party to perform, (ii) any damage or injury to
     persons or property occurring upon or in connection with the use or
     occupancy of the Subleased Premises, or (iii) the performance of any labor
     or services or the furnishing of any material or other property in respect
     of the Subleased Premises or any part thereof; and if any action, suit or
     proceeding is brought against any one or more of the aforesaid by reason of
     any such occurrence, the parties will, at their respective options, either
     defend such action, suit or proceeding at their own cost and expense with
     counsel approved in writing by INTERVISUAL BOOKS, INC., Keane and
     Overlandlord, as the case may be, or reimburse INTERVISUAL BOOKS, INC.,
     Keane and Overlandlord, as the case may be, upon demand and as additional
     rent hereunder for such costs and expenses (including reasonable attorney's
     fees and disbursements) as INTERVISUAL BOOKS, INC., Keane and Overlandlord,
     as the case may be, may incur in connection with such defense. The terms
     and provisions of this Section 13 shall survive the expiration or earlier
     termination of the Term.

14.  CONSENTS. The parties agree that this Sublease shall not become effective
     for any purpose unless and until it has been consented to in writing by the
     Overlandlord and by any other entitles whose consent is required under the
     Principal Lease ("Third Parties"). Keane shall reasonably promptly after
     receipt of fully executed copies of this Sublease submit the same to
     Overlandlord for its consent; provided, however, that Keane shall not in
     any event be liable to Subtenant for any failure to obtain same. Subtenant
     shall fully cooperate with Keane and Overlandlord and any Third Parties in
     order to obtain the necessary consent(s) including, but not limited to,
     promptly supplying such information



                                      -7-

<PAGE>

     and/or documentation as Keane, Overlandlord, and/or any Third Parties may
     request in connection therewith. If the consent of Sublandlord and
     Overlandlord and that of any Third Parties is not obtained within
     forty-five (45) days after full execution and delivery of this Sublease
     then either party may, upon notice to the other, cancel this Sublease,
     provided the party wishing to cancel has fully complied with its agreements
     and obligations under this Section 14. Upon such cancellation Keane shall,
     so long as Subtenant has not occupied the Subleased Premises for any
     purposes, refund to Subtenant any item of rent or additional rent paid by
     Subtenant, and Keane and Subtenant shall be entirely relieved of any
     further obligations under this Sublease other than the terms and provisions
     of Section 13 of this Sublease which shall survive such cancellation.
     Notwithstanding anything to the contrary herein contained, Subtenant shall
     have no responsibility for any costs or expenses of Keane and Overlandlord
     in connection with request for Sublandlord and Overlandlord's consent to
     this Sublease.

     In all provisions of the Principal Lease requiring the approval or consent
     of Sublandlord and Overlandlord or any Third Parties, Subtenant shall only
     request the approval or consent of Keane and, thereafter, if Keane grants
     its approval, Subtenant shall apply to Overlandlord and/or any Third
     Parties for such consent.

15.  TERMINATION. Upon any termination of this Sublease, expiration or
     otherwise:

     a) Subtenant shall immediately vacate the Subleased Premises and surrender
        possession thereof to Keane in as good condition and as when Subtenant
        took possession, ordinary wear and tear and repair acts of God excepted
        and otherwise in accordance with the applicable provisions of the
        Principal Lease;

     b) Keane shall have full authority and license to enter the Subleased
        Premises and take possession in accordance with applicable law; and

     c) Subtenant shall remove from the Subleased Premises all property not
        owned by Keane and Overlandlord, and shall repair and restore any damage
        to the Subleased Premises and the Building caused by the removal
        thereof. If Subtenant leaves any such property in the Subleased
        Premises, it shall be deemed abandoned and title thereto shall pass to
        Keane with respect to the removal of any such property and the repair
        and restoration of any damage thereby caused, which obligation shall
        survive the expiration or other termination of this Sublease.

     d) If the Subleased Premises are not surrendered upon termination of this
        Sublease, Subtenant shall indemnify Keane against any liability
        resulting therefrom (including without limitation any liability accruing
        to Keane and Overlandlord under the Principal Lease) which would
        include, but not be exclusive of, paying Overlandlord the complete rent
        under the Principal Lease and any fees associated with "holding over"
        beyond the term of the Sublease. Subtenant's obligations under this
        Section 15 shall survive the expiration or earlier termination of the
        Term.



                                      -8-

<PAGE>


16.  WAIVER OF RIGHTS.

     a) No receipt of money by Keane from INTERVISUAL BOOKS, INC. after the
        commencement of any suit or after final Judgment for possession of the
        Subleased Premises shall waive any default by Subtenant under this
        Sublease or reinstate, continue, or extend the Term or affect any such
        notice or suit, as the case may be.

     b) No waiver of any default hereunder shall be implied from omission by
        Keane to take any action on any default other than and only for the time
        and extent as may be specified in an express written waiver.


17.  BROKER:

     Each of the parties hereto represent and warrant to the other that it has
     dealt with no broker, finder or agent, other than First Property Realty
     Corporation (as representative of INTERVISUAL BOOKS, INC.) and Julien J.
     Studley, Inc. (as representative of Sublandlord) (the "Brokers") in
     connection with the negotiation for or obtaining of this Sublease.
     Sublandlord shall be responsible for the payment of commissions to the
     Brokers pursuant to a separate agreement. Each party agrees to indemnify
     and hold harmless from and against all loss, liability, and expenses
     (including reasonable attorneys' fees and disbursements) incurred by the
     other as a result of any claim made against the other which is based upon a
     breach of said representation by the representing party. This Section 17
     shall survive the expiration or other termination of this Sublease.

18.  SECURITY DEPOSIT.

     a) Upon execution of this sublease, as security for the faithful
        performance and observance by INTERVISUAL BOOKS, INC. of the terms,
        provisions, covenants, and conditions of this Sublease, INTERVISUAL
        BOOKS, INC. has delivered to Keane a security deposit in the amount of
        $16,524.00. In the event Subtenant defaults in any of the terms,
        provisions, covenants, and conditions of this Sublease, including, but
        not limited to, the payment of Base Rent and/or additional rent, Keane
        may, at its discretion, use, apply or retain the whole or any part of
        the security so deposited to the extent required for the payment of any
        Base Rent and additional rent; or any other sum as to which Keane may be
        entitled or which it may expend by reason of Subtenant's default.

     b) If Keane applies or retains all or any portion of the security delivered
        hereunder, Subtenant shall forthwith restore the amount so applied or
        retained so that at all times the amount deposited shall be not less
        than the security required hereunder.

     c) If Subtenant fully and faithfully complies with all of the terms,
        provisions, covenants, and conditions of this Sublease, the security
        shall be returned without interest to Subtenant within thirty (30) days
        after the Termination Date and after



                                      -9-

<PAGE>


        delivery of the entire possession of the Subleased Premises to Keane in
        accordance with and in the condition required by this Sublease.

19.  NOTICES.

     a) In all provisions of the Principal Lease requiring that Keane, as tenant
        thereunder notify the Overlandlord, INTERVISUAL BOOKS, INC. shall be
        required to give notice to both Keane and Overlandlord.

     b) All notices, demands, requests, defaults and termination to be given in
        connection with this Sublease (collectively, "notices") shall be in
        writing and shall be sent by receipted personal delivery, by registered
        or certified U.S. mail, return receipt requested, or a reputable
        national overnight delivery air courier, to Keane at Keane, Inc.,
        Attention: Senior Vice President and Chief Financial Officer, Ten City
        Square, Boston, Massachusetts 02129 with a facsimile copy to "Keane
        Contract Services" @ 617 241-8032 and to the Subtenant at the Subleased
        Premises ATTN: President. Either party may change the address or person
        to receive notices upon written notice to the other. All notices shall
        be effective on receipt.

20.  MISCELLANEOUS

     a) This Sublease shall be governed by and construed in accordance with the
        laws of the State of California.

     b) The section headings are inserted only for convenience and reference and
        in no way define, limit, or describe neither the scope of this Sublease
        nor the intent of any provision hereof.

     c) The provisions of this Sublease constitute, and are intended to
        constitute, the entire agreement of the parties to this Sublease. No
        terms, conditions, representations, warranties, promises or under
        takings of any nature whatever, express or implied, exist between the
        parties except as herein expressly set forth.

     d) Any executory agreement hereafter made between Keane and INTERVISUAL
        BOOKS, INC. shall be ineffective to change, modify, waive, release,
        discharge, terminate or effect an abandonment or surrender of this
        Sublease, in whole or in part, unless such agreement is in writing and
        signed by the parties hereto and consented to by Overlandlord and all
        Third Parties to the extent required by the Principal Lease and/or any
        such party's consent to this Sublease.

     e) If any term, covenant, condition or provision of this Sublease is held
        by a court of competent jurisdiction to be invalid, void, or
        unenforceable, the remainder of the provisions shall remain in full
        force and effect, and shall in no way be impaired or invalidated and
        shall be construed (to the extent possible) in such a way as to give
        effect to the intent of the invalid, void, or unenforceable provision in
        question.



                                      -10-

<PAGE>


     f) This Sublease shall bind and inure to the benefit of Keane and
        INTERVISUAL BOOKS, INC. and their respective heirs, distributees,
        executors, administrators, successors and, except as otherwise provided
        herein.

     g) Keane and INTERVISUAL BOOKS, INC. warrant and represent to each other
        that their respective undersigned representatives have all due power and
        authority to execute this Sublease on their respective behalf and that
        all necessary corporate or similar action has been taken to ensure the
        binding effect of the terms and provisions of this Sublease.

     h) Each right and remedy of Keane provided for in this Sublease shall be
        cumulative and shall be in addition to every other right and remedy
        provided in this Sublease or now or hereafter existing at law or in
        equity or by statute or otherwise.

     i) It is understood and agreed that the obligations of Keane under this
        Sublease shall not be binding upon Keane with respect to any period
        subsequent to the transfer of its interest in the Principal Lease, and
        that in the event of such transfer said obligations shall thereafter be
        binding upon the transferee of the Keane's interest as tenant under the
        Principal Lease, but only with respect to the period ending with a
        subsequent transfer thereof.

     j) Keane and INTERVISUAL BOOKS, INC. hereby waive, to the extent permitted
        by law, the right to a jury trial in any action or legal proceeding
        between the parties or their successors arising out of this Sublease or
        Subtenant's occupancy of the Subleased Premises.

     k) This Sublease may be executed in one or more counterparts, each of which
        shall be deemed an original, but all of which, together, shall
        constitute one and the same Sublease.

     l) The Subtenant, INTERVISUAL BOOKS, INC., at its sole expense may place
        with the Sublandlord's and Overlandlord's consent building appropriate
        signage at the entrance to the Suite, subject to the terms and
        conditions of the Principal Lease.

     m) If required by Keane or Overlandlord, INTERVISUAL BOOKS, INC., at its
        sole expense, agrees to restore the Subleased Premises to its present
        condition at the termination of the Sublease in the event that it elects
        (with all appropriate consent) to make alterations to the space.

     n) Access to after hours HVAC is governed by the Principal Lease. Subtenant
        agrees to pay any and all separately metered utility charges for its
        space.

     o) Parking will be provided pursuant to the ratio provided in the Principal
        Lease, namely twenty-seven (27) uncovered, unreserved spaces and two (2)
        uncovered


                                      -11-

<PAGE>


        reserved spaces at a blended rate of thirty five dollars per space per
        month, or a total of $1,015.00 per month, payable as additional rent to
        the monthly Base Rent.

     p) Paragraphs 1.12 and 39.1-39.5 and Exhibits "C" of the Principal Lease
        are hereby specifically excluded from this Sublease.



                                      -12-

<PAGE>


IN WITNESS WHEREOF, Sublandlord, Keane, Inc. and Subtenant, INTERVISUAL BOOKS,
INC., have executed this Sublease as of the date first written above.

Keane, Inc. ("Sublandlord")                WITNESS:


/s/ John J. Leahy
-------------------------------            -------------------------------------
Signature

John J. Leahy
-------------------------------
Name

Senior Vice President & CFO
-------------------------------
Title

2/28/02
-------------------------------
Date



INTERVISUAL BOOKS, INC. ("Subtenant")      WITNESS:

/s/ Dan P. Reavis

Signature
-------------------------------            -------------------------------------
Dan P. Reavis
-------------------------------
Name

CFO
-------------------------------
Title

2/25/02
-------------------------------
Date



                                      -13-

<PAGE>


                                    EXHIBIT A

                               THE PRINCIPAL LEASE









                                      -14-
<PAGE>


                                    EXHIBIT B

                             THE SUBLEASED PREMISES


                                   [FLOORPLAN]












                                      -15-

<PAGE>


                                     CONSENT


        The undersigned, being the "Overlandlord" under the Principal Lease
described in the Office Space Sublease dated February, 22, 2002 (the
"Sublease"), hereby consents to the sublease of the office space as set forth in
said Sublease. The undersigned further agrees that, whenever it gives notice of
default to Sublandlord under the Principal Lease, it will also give notice to
the Subtenant under the Sublease, at its address first written above, and it
will accept performance by Subtenant of corrective measures to cure any default,
so long as performance is made within the time allowed in the Principal Lease.



OVERLANDLORD

WESTBROOK MARINA OFFICE, LLC

BY: /s/ Steavan Jones

ITS: For Managing Member


                                      -16-


</TEXT>
</DOCUMENT>
