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Exhibit 10.3




THIS LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is entered into as of the 12th day of January, 2006, by and among 3800 GOLF ROAD LLC, a Delaware limited liability company (“Landlord”), SARA LEE COFFEE & TEA NORTH AMERICA, a division of Sara Lee/DE International BV, a corporation organized under the laws of the Netherlands (“Sublandlord”), and HOUGHTON MIFFLIN CO., a Massachusetts corporation (“Subtenant”) .





Landlord, as landlord, and Sublandlord, as tenant, are parties to that certain lease agreement dated July 13, 2004 (the “ Lease ”) pursuant to which Landlord has leased to Sublandlord certain premises containing approximately 116,693 rentable square feet on the 1 st and 2 nd floors (the “Premises”) of the building commonly known as 3800 Golf Road, Rolling Meadows, Illinois (the “Building”) .



Sublandlord and Subtenant have entered into (or are about to enter into) that certain sublease agreement dated January 12, 2006 attached hereto as Exhibit A (the “Sublease”) pursuant to which Sublandlord has agreed to sublease to Subtenant the entire Premises (the “Sublet Premises”) .



Sublandlord and Subtenant have requested Landlord’s consent to the Sublease.



Landlord has agreed to give such consent upon the terms and conditions contained in this Agreement.


NOW THEREFORE, in consideration of the foregoing preambles which by this reference are incorporated herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby consents to the Sublease subject to the following terms and conditions, all of which are hereby acknowledged and agreed to by Sublandlord and Subtenant:


1. Recitals. The foregoing recitals are hereby incorporated by reference. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lease.


2. Landlord’s Consent. Subject to the terms and conditions of this Consent Agreement, Landlord hereby consents to the subletting of the Sublet Premises by Sublandlord to Subtenant pursuant to the Sublease.


3. Sublease Agreement . Sublandlord and Subtenant hereby represent that a true and complete copy of the Sublease is attached hereto and made a part hereof as Exhibit A, and Sublandlord and Subtenant agree that the Sublease shall not be modified without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.


4. Representations .


Landlord hereby represents and warrants, as of the date hereof, that (i) Landlord has full power and authority to enter into this Consent Agree

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