<PAGE>

                                      LEASE

      THIS INSTRUMENT IS A LEASE, dated as of January __ 2005, by and between
492 OCP LLC, a Massachusetts limited liability company, as Landlord, and
MOLDFLOW CORPORATION (NASDAQ: MFLO), a Delaware corporation, as Tenant, which
relates to space in the building known as Framingham Corporate Center (the
"BUILDING") located at 492 Old Connecticut Path, Framingham, Massachusetts. The
parties to this instrument hereby agree with each other as follows:

                                    ARTICLE I

                             BASIC LEASE PROVISIONS

1.1 INTRODUCTION. The following terms and provisions set forth basic data and,
where appropriate, constitute definitions of the terms hereinafter listed:

1.2 BASIC DATA.

      LANDLORD: 492 OCP, LLC, a Massachusetts limited liability company

      LANDLORD'S ADDRESS:

                  c/o MARIC Inc.
                  Suite U-9
                  160 Commonwealth Avenue
                  Boston, MA 02116

      TENANT: Moldflow Corporation (NASDAQ: MFLO), a Delaware corporation

      TENANT'S ORIGINAL ADDRESS: 430 Boston Post Road
                                 Wayland, MA  01778
                                 Attn: ________________

      GUARANTOR: None.

<PAGE>

BASIC RENT:

<TABLE>
<CAPTION>
    PERIOD        BASIC RENT (PER ANNUM)     MONTHLY PAYMENT     PER R.S.F.
(LEASE YEARS)
<S>               <C>                        <C>                 <C>
      1                $393,486.25             $ 32,790.52       $     21.25
      2                $407,374.00             $ 33,947.83       $     22.00
      3                $430,520.25             $ 35,876.69       $     23.25
      4                $444,408.00             $ 37,034.00       $     24.00
      5                $467,554.25             $ 38,962.85       $     25.25
      6                $481,442.00             $ 40,120.17       $     26.00
      7                $504,588.25             $ 42,049.02       $     27.25
</TABLE>

      Notwithstanding anything to the contrary contained in this Lease, provided
Tenant is not in default in the performance of its obligations under this Lease,
Basic Rent shall be abated for the first five (5) months of the Initial Term. If
Basic Rent is abated pursuant to Section 4.4 due to a delay in the completion of
Landlord's Work not attributable to Tenant's Delay (as defined in Section 4.4),
said five (5) month period shall commence at the expiration of such abatement.

      COMMENCEMENT DATE: April 1, 2005.

      TENANT'S ELECTRICAL CHARGE: $1.25 per r.s.f., subject to adjustment as
      provided in Exhibit C.

      PREMISES RENTABLE AREA: Approximately 18,517 square feet. Said rentable
      area is agreed to by the parties and is not subject to further measurement
      or computation.

      PERMITTED USE: General office purposes, and no other purpose.

      ESCALATION FACTOR: 11.61% as computed in accordance with the Escalation
      Factor Computation

      INITIAL TERM: Seven (7) years, beginning on the Commencement Date.

      EXTENSION TERM: One (1) five (5) year period, as provided in Section
      14.31.

      SECURITY DEPOSIT: $37,254.00, payable by letter of credit as provided in
      Section 14.27.

      BASE OPERATING EXPENSES: $1,021,371.00

      BASE TAXES: $662,375.00

1.3 ADDITIONAL DEFINITIONS.

                                       2

<PAGE>

      MANAGER: Maric, Inc., or any successor management company retained by
      Landlord for the purpose of providing management services to the Property.

      BUILDING RENTABLE AREA: 159,528 rentable square feet

      BUSINESS DAYS: All days except Saturday, Sunday, New Year's Day, Martin
      Luther King Day, President's Day, Patriots Day, Memorial Day, Independence
      Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Christmas
      Day (and the following day when any such day occurs on Sunday).

      DEFAULT OF TENANT: As defined in Section 13.1.

      ESCALATION CHARGES: The amounts prescribed in Article VIII, Article IX,
      Section 14.18 and the Tenant's Electrical Charge.

      ESCALATION FACTOR COMPUTATION: Premises Rentable Area divided by the
      Building Rentable Area.

      FORCE MAJEURE: Collectively and individually, strike or other labor
      trouble, fire or other casualty, governmental preemption of priorities or
      other controls in connection with a national or other public emergency or
      shortages of, or inability to obtain, fuel, supplies or labor resulting
      therefrom, or any other cause, whether similar or dissimilar, beyond
      Landlord's reasonable control.

      INITIAL PUBLIC LIABILITY INSURANCE: Three Million and No/100ths
      ($3,000,000.00) Dollars per occurrence (combined single limit) for
      property damage, bodily injury or death with an aggregate limit of Five
      Million and No/100ths ($5,000,000.00) Dollars.

      LAND PARCEL: The parcel of land upon which the Building is located shown
      on a certain plan entitled "Plan of Land in Framingham, Mass. owned by
      Robert A. LeBewohl" dated February 22, 1982, Scale 1" = 40', prepared by
      McCarthy and Sullivan Engineering, Inc., which plan is recorded with
      Middlesex South Registry of Deeds in Book 14550, Page 283.

      LEASE YEAR OR LEASE YEAR. Each consecutive 12 calendar month period
      commencing on the Commencement Date and each anniversary thereof.

      OPERATING EXPENSES: As set forth in Article IX.

      OPERATING YEAR. As defined in Section 9.1.

      PREMISES: The portion of the floor of the Building shown on Exhibit A
      annexed hereto.

      PROPERTY: The Building and the Land Parcel.

                                       3

<PAGE>

      TAX YEAR: As defined in Section 8.1.

      TAXES: As determined in accordance with Section 8. 1.

      TENANTS REMOVABLE PROPERTY: As defined in Section 5.2.

      TERM OF THIS LEASE: The Initial Term and any extension thereof in
      accordance with the provisions hereof.

      EXHIBITS: The following Exhibits are annexed to this Lease and
      incorporated herein by this reference:

      Exhibit A - Plan Showing Premises
      Exhibit B - Landlord's Work
      Exhibit C - Building Services
      Exhibit D - Operating Expenses

                                   ARTICLE II

                        PREMISES AND APPURTENANT RIGHTS.

2.1   LEASE OF PREMISES. Landlord hereby demises and leases to Tenant for the
      Term of this Lease and upon the terms and conditions hereinafter set
      forth, and Tenant hereby accepts from Landlord, the Premises.

2.2   APPURTENANT RIGHTS AND RESERVATIONS. (a) Tenant shall have, as appurtenant
      to the Premises, the non-exclusive right to use, and permit its invitees
      to use in common with others, the common entrances, exits, roads and
      walkways on the Land Parcel, public or common lobbies, hallways,
      stairways, and elevators and common walkways necessary for access to the
      Building, and if the portion of the Premises on any floor includes less
      than the entire floor, the common toilets, corridors and elevator lobby of
      such floor. In addition, Tenant shall have the non-exclusive right in
      common with others from time to time entitled thereto to the use of the
      loading docks serving the Building and sixty-five (65) unassigned parking
      spaces in common with other tenants and occupants of the Building.

      Tenant shall have no other appurtenant rights other than those
      specifically set forth in this Section 2.2(a) and all such rights shall
      always be subject to reasonable rules and regulations from time to time
      established by Landlord pursuant to Section 14.7 and to the right of
      Landlord to designate and change from time to time areas and facilities so
      to be used.

      (b) Excepted and excluded from the Premises are the ceiling, floor,
      perimeter walls and exterior windows, except the inner surfaces thereof
      and any space or areas in the

                                       4

<PAGE>

      Premises used for shafts, pipes, stacks, conduits, fan rooms ducts,
      electricity or other utilities, mechanical rooms or other Building
      facilities, but the entry doors (and related glass and finish work) to the
      Premises are a part thereof. Tenant agrees that Landlord shall have the
      right to place in the Premises interior storm windows, subcontrol devices
      (by way of illustration, an electric sub panel, etc.), utility lines,
      pipes, equipment and the like, in, over and upon the Premises. Tenant
      shall install and maintain, as Landlord may require, proper access panels
      in any hung ceilings or walls as may be installed by Tenant in the
      Premises to afford access to any facilities above the ceiling or within or
      behind the walls.

      (c) All automobile parking areas, driveways, entrances and exits thereto,
      and other facilities furnished by Landlord in or near the Building,
      including employee parking areas, loading docks, if any, sidewalks and
      ramps, landscaped areas, exterior stairways, rest rooms and other areas
      and improvements provided by Landlord for the general use, in common, of
      tenants, their officers, agents, employees, clients and customers shall at
      all times be subject to the exclusive control and management of Landlord.
      Landlord shall have the right to construct, maintain and operate lighting
      facilities on all said areas and improvements, to police same, from time
      to time to change the area, level, location and arrangement of parking
      areas and other facilities hereinabove referred to, to restrict parking by
      tenants, occupants and their respective employees to employee parking
      areas, to designate parking spaces for "visitor" or "reserved" parking, to
      close all or any portion of said parking areas or facilities to such
      extent as may, in the reasonable opinion of Landlord, be legally required
      to prevent a dedication thereof or the accrual of any right to any person
      or the public therein, to close temporarily all or any portion of the
      parking areas or facilities, to discourage parking by persons not having
      business in the Building, and to do and perform such other acts in and to
      said parking areas and facilities as Landlord shall determine to be
      advisable. Landlord will operate and maintain the common facilities
      referred to above in a manner consistent with other first class office
      buildings in the Natick/Framingham area.

      (d) Landlord hereby reserves the right at any time to remodel, refurbish,
      make alterations or additions to the Building, provided, however, that
      Landlord will make reasonable efforts not to interfere with Tenants
      business operations to the extent possible. Tenant agrees that Tenant will
      not, through any act or omission on the part of Tenant, in any way hinder,
      impede, frustrate the efforts of the Landlord in commencing and/or
      completing such alterations, additions, remodeling or refurbishing in a
      timely fashion. Landlord further reserves the exclusive right to the roof.

      (e) If requested by Landlord, Tenant shall notify Landlord of the license
      plate number, year, make and model of the automobiles entitled to use the
      parking facilities and if Landlord shall institute a program to control
      access to parking area by means of parking stickers, access cards or
      similar means, Tenant shall require its employees to participate in such
      program.

                                       5

<PAGE>

                                   ARTICLE III

                                   BASIC RENT

3.1   PAYMENT. (a) Tenant agrees to pay to Landlord, or as directed by Landlord,
      commencing on the Commencement Date without offset, abatement (except as
      otherwise expressly provided in this Lease), deduction or demand, the
      Basic Rent and Tenant's Electrical Charge. Such Basic Rent and Tenant's
      Electrical Charge shall be payable in equal monthly installments, in
      advance, on the first day of each and every calendar month during the Term
      of this Lease, at Landlord's Original Address, or at such other place as
      Landlord shall from time to time designate by notice to Tenant, in lawful
      money of the United States. Until notice of some other designation is
      given, Basic Rent, Tenant's Electrical Charge and all other charges for
      which provision is herein made shall be paid by remittance payable to
      Landlord and addressed to the Manager, c/o Maric, Inc., P.O. Box 151,
      Boston, MA 02117-0151, and all remittances so received as aforesaid, or by
      any subsequently designated recipient, shall be treated as a payment to
      Landlord. Upon the written request of Tenant, Landlord (or the Manager)
      will provide Tenant with information necessary to have payments of Basic
      Rent and other charges payable by Tenant hereunder paid by direct wire
      transfer to an account specified by Landlord. In the event that any
      installment of Basic Rent or Tenant's Electrical Charge is not paid when
      due, Tenant shall pay, in addition to any Escalation Charges or other
      additional charges due under this Lease, an administrative fee equal to
      five percent (5%) of the overdue payment.

      (b) Basic Rent and Tenant's Electrical Charge for any partial month shall
      be pro-rated on a daily basis, and if the first day on which Tenant must
      pay Basic Rent and Tenant's Electrical Charge shall be other than the
      first day of a calendar month, the first payment which Tenant shall make
      to Landlord shall be equal to a proportionate part of the monthly
      installment of Basic Rent and Tenant's Electrical Charge for the partial
      month from the first day on which Tenant must pay Basic Rent and Tenant's
      Electrical Charge to the last day of the month in which such day occurs,
      plus the installment of Basic Rent and Tenant's Electrical Charge for the
      succeeding calendar month.

                                       6

<PAGE>

                                   ARTICLE IV

                           COMMENCEMENT AND CONDITION

4.1   COMMENCEMENT DATE. The Commencement Date shall be April 1, 2005.
      Notwithstanding the foregoing, if Tenant's personnel shall occupy all or
      any part of the Premises for the conduct of its business prior to the
      Commencement Date, such date shall for all purposes of this Lease be the
      Commencement Date. Tenant shall, upon demand of the Landlord, execute a
      certificate confirming the Commencement Date as it is determined in
      accordance with the provisions of this Section 4.1.

4.2   EARLY ACCESS. Landlord shall provide Tenant with early access to the
      premises seven (7) days prior to the estimated Commencement Date under
      this Lease for purposes of installing furniture and equipment in the
      Premises provided that Tenant shall not interfere with the timely
      completion of Landlord's Work. Such access to the Premises shall in no way
      be deemed to be an occupancy or other event triggering the commencement of
      this Lease under Section 4.1 of this Lease.

4.3   PREMISES TO BE DELIVERED "AS IS". The Premises are to be delivered by
      Landlord vacant and free of other tenants or occupants, and in broom clean
      condition, "as is," except for Landlord's Work to be completed as provided
      in Section 4.4 below. Tenant acknowledges that it has inspected the
      Premises, and that it is not relying on any representations and warranties
      by Landlord or any agreements by Landlord not expressly set forth in this
      Lease. Landlord represents and warrants that, to the best knowledge of
      Landlord, the Building and the Building systems are in compliance with all
      Requirements (as defined in Section 7.2).

4.4   LANDLORD'S WORK. Landlord shall cause to be performed at Landlord's sole
      cost and expense the work required by Exhibit B ("LANDLORD'S WORK") to be
      substantially complete prior to the Commencement Date. All such work shall
      be done in a good and workmanlike manner employing building standard
      methods and materials, and so as to conform to all applicable building and
      zoning laws. Tenant agrees that Landlord may make any immaterial changes
      in such work which may become reasonably necessary or advisable, without
      approval of Tenant; and Landlord may make material changes in such work
      but only with the prior approval of Tenant or if required by any
      applicable law or regulation. Tenant agrees to review and approve or
      disapprove plans or specifications or proposed changes to Landlord Work
      for which Tenant's approval is required within five (5) business days of
      submittal to Tenant. If Tenant does not so respond, such plans or
      specifications shall be deemed approved. The term "substantially
      complete," as used herein, shall mean that Landlord's Work to be performed
      pursuant to Exhibit B has been completed with the exception of minor items
      which can be fully completed without material interference with Tenant's
      use and occupancy and other items which because of the season or weather
      or the nature of the item are not practicable to do at the time, provided
      that none of said items is necessary to make the Premises tenantable for
      the Permitted Uses. Tenant opening for business and operating in the
      Premises shall

                                       7

<PAGE>

      be deemed conclusive evidence of substantial completion of Landlord's
      Work. A certificate of completion by a licensed architect or professional
      engineer shall be conclusive evidence that Landlord's Work has been
      substantially completed. In the event that Landlord's Work has not been
      substantially completed on or before the Commencement Date for causes
      other than Tenant's Delay (hereinafter defined), Tenant's obligation to
      pay Basic Rent and/or Tenant's Electrical Charge shall be abated until
      Landlord's Work is substantially complete. In the event that Landlord's
      Work is not substantially complete for reasons other than Force Majeure on
      or before August 1, 2005, Tenant may, as its sole remedy, by notice to
      Landlord given prior to substantial completion of Landlord's Work, and in
      any event prior to August 31, 2005, terminate this Lease, whereupon
      Landlord shall return the Security Deposit, and neither party shall have
      any further obligation to the other hereunder.

      Tenant shall, within two (2) business days of request thereof, respond to
      any request of Landlord, Landlord's architect or engineer for information
      in connection with Landlord's Work. Any change orders, modifications,
      and/or amendments proposed by Tenant to the Landlord's Work shall be
      prepared by the Landlord and shall be submitted to Tenant for its prior
      approval, which approval will not be unreasonably withheld, conditioned or
      delayed. Tenant shall respond promptly after receipt thereof and shall
      approve or disapprove the same within two (2) business days after receipt.
      Tenant shall pay to Landlord all costs and expenses resulting from change
      orders, modifications and/or amendments requested by Tenant and agreed to
      by Landlord within fifteen (15) days of receipt of an invoice for such
      costs.

      As used herein, "TENANT'S DELAY" shall mean any delay in the substantial
      completion of Landlord's Work as a result of: (i) Tenant's failure to
      timely respond or to approve any change orders relating to Landlord's
      Work, or (ii) any other reason for which Tenant is responsible.

                                    ARTICLE V

                                 USE OF PREMISES

5.1   PERMITTED USE. (a) Tenant agrees that the Premises shall be used and
      occupied by Tenant only for the Permitted Use and for no other purpose.

      (b) Tenant agrees to conform to the following provisions during the Term
      of this Lease:

            (i) Tenant shall cause all freight to be delivered to or removed
      from the Building and the Premises in accordance with reasonable rules and
      regulations established by Landlord therefor;

                                       8

<PAGE>

            (ii) Tenant will not place on any part of the Building outside the
      Premises (including both interior and exterior surfaces of doors and
      interior surfaces of windows) any signs, symbol, advertisements or the
      like visible to public view outside of the Premises;

            (iii) In order to promote an attractive, uniform exterior appearance
      Tenant shall comply with Landlord's requirements as to building standard
      exterior window treatments;

            (iv) Tenant shall not perform any act or carry on any practice which
      may injure the Premises, or any other part of the Building, or cause
      offensive odors or loud noise or constitute a nuisance or menace to any
      other tenant or tenants or other persons in the Building; and

            (v) Tenant shall, in its use of the Premises, comply with the
      requirements of all applicable governmental laws, rules and regulations
      including, without limitation, the Americans With Disabilities Act of
      1990, as amended and any regulations promulgated thereunder.

5.2   INSTALLATION AND ALTERATIONS BY TENANT. (a) Tenant shall make no
      alterations, additions (including, for the purposes hereof, wall-to-wall
      carpeting), or improvements in or to the Premises without Landlord's prior
      written consent, which consent shall not be unreasonably withheld,
      conditioned or delayed provided that such alterations (i) do not adversely
      impact the quiet enjoyment of other tenants, (ii) equal or exceed the
      current construction standards for the Building, and (iii) do not involve
      a structural change to the Building or materially adversely impact base
      Building systems (including, without limitation, mechanical, electrical,
      plumbing, fire, life safety and security systems). Any such alterations,
      additions or improvements shall (i) be in accordance with complete plans
      and specifications prepared by Tenant and approved in advance by Landlord;
      (ii) be performed in a good and workmanlike manner and in compliance with
      all applicable laws including, without limitation, the Americans with
      Disabilities Act of 1990, as amended and any regulations promulgated
      thereunder; (iii) be performed and completed in the manner required in
      Section 5.2(d) hereof; (iv) be made at Tenant's sole expense and at such
      times as Landlord may from time to time designate; and (v) become a part
      of the Premises and the property of Landlord.

      (b) All articles of personal property and all machinery, equipment and
      furniture owned or installed by Tenant solely at its expense in the
      Premises ("TENANT'S REMOVABLE PROPERTY") shall remain the property of
      Tenant and may be removed by Tenant at any time prior to the expiration of
      this Lease, provided that Tenant, at its expense, shall repair any damage
      to the Building caused by such removal.

      (c) Notice is hereby given that Landlord shall not be liable for any labor
      or materials furnished or to be furnished to Tenant upon credit, and that
      no mechanic's or other lien for any such labor or materials shall attach
      to or affect the reversion or other estate or interest of Landlord in and
      to the Premises. Whenever and as often as any mechanic's lien

                                       9

<PAGE>

      shall have been filed against the Premises based upon any act or interest
      of Tenant or of anyone claiming through Tenant, Tenant shall forthwith
      take such actions by bonding, deposit or payment as will remove or satisfy
      the lien.

      (d) All of the Tenant's alterations, additions and installation of
      furnishings shall be coordinated with any work being performed by Landlord
      and in such manner as to maintain harmonious labor relations and not
      damage the Property or interfere with Building construction or operation
      and, except for installation of furnishings, shall be performed by
      contractors or workmen first approved by Landlord. Installation and moving
      of furnishings, equipment and the like shall be performed only with labor
      compatible with that being employed by Landlord for work in or to the
      Building and not to employ or permit the use of any labor or otherwise
      take any action which might result in a labor dispute involving personnel
      providing services in the Building. Except for work by Landlord's general
      contractor, Tenant, before its work is started shall: secure all licenses
      and permits necessary therefor; deliver to Landlord a statement of the
      names of all its contractors and subcontractors and the estimated cost of
      all labor and material to be furnished by each of them; and cause each
      contractor to carry workmen's compensation insurance in statutory amounts
      covering all the contractor's and subcontractor's employees and
      comprehensive public liability insurance and property damage insurance
      with such limits as Landlord may reasonably require but in no event less
      than a combined single limit of Two Million and No/100ths ($2,000,000.00)
      Dollars (all such insurance to be written in companies approved by
      Landlord and insuring Landlord and Tenant as well as the contractors), and
      to deliver to Landlord certificates of all such insurance. Tenant agrees
      to pay promptly when due the entire cost of any work done on the Premises
      by Tenant, its agents, employees, or independent contractors, and not to
      cause or permit any liens for labor or materials performed or furnished in
      connection therewith to attach to the Premises or the Property and
      immediately to discharge any such liens which may so attach and, at the
      request of Landlord to deliver to Landlord security satisfactory to
      Landlord against liens arising out of the furnishing of such labor and
      material. Upon completion of any work done on the Premises by Tenant, its
      agents, employees, or independent contractors, Tenant shall promptly
      deliver to Landlord original lien releases and waivers executed by each
      contractor, subcontractor, supplier, materialmen, architect, engineer or
      other party which furnished labor, materials or other services in
      connection with such work and pursuant to which all liens, claims and
      other rights of such party with respect to labor, material or services
      furnished in connection with such work are unconditionally released and
      waived. Tenant shall pay within fourteen (14) days after being billed
      therefor by Landlord, as an additional charge hereunder, one hundred
      percent (100%) of any increase in real estate taxes on the Property not
      otherwise billed to Tenant which shall result from any alteration,
      addition or improvement to the Premises made by or on behalf of Tenant
      (excluding Tenant's initial build out and other alterations consistent
      with building standard improvements).

                                       10

<PAGE>

                                   ARTICLE VI

                            ASSIGNMENT AND SUBLETTING

6.1   PROHIBITION. (a) Tenant covenants and agrees that whether voluntarily,
      involuntarily, by operation of law or otherwise, neither this Lease nor
      the term and estate hereby granted, nor any interest herein or therein,
      will be assigned, mortgaged, pledged, encumbered or otherwise transferred
      and that neither the Premises nor any part thereof will be encumbered in
      any manner by reason of any act or omission on the part of Tenant, or used
      or occupied, by anyone other than Tenant, or for any use or purpose other
      than a Permitted Use, or be sublet (which term, without limitation, shall
      include granting of concessions, licenses and the like) in whole or in
      part, or be offered or advertised for assignment or subletting.

      (b) The provisions of paragraph (a) of this Section shall apply to a
      transfer (by one or more transfers) of a majority of the stock or
      partnership interests, or other evidences of ownership of Tenant as if
      such transfer were an assignment of this Lease; but such provisions shall
      not apply to transactions with an entity into or with which Tenant is
      merged or consolidated or to which substantially all of Tenant's assets
      are transferred or to any entity which controls or is controlled by Tenant
      or is under common control with Tenant, provided that in any of such
      events (i) the successor to Tenant has a net worth computed in accordance
      with generally accepted accounting principles which Landlord determines,
      in the exercise of commercially reasonable discretion, is sufficient to
      support the obligations of Tenant under this Lease, as evidenced by proof
      of such net worth satisfactory to Landlord in the exercise of commercially
      reasonable discretion delivered to Landlord at least fifteen (15) business
      days prior to the effective date of any such transaction, and (ii) the
      assignee agrees directly with Landlord, by written instrument in form
      satisfactory to Landlord in the exercise of commercially reasonable
      discretion, to be bound by all the obligations of Tenant hereunder
      including, without limitation, the covenant against further assignment or
      subletting.

      (c) If this Lease be assigned, or if the Premises or any part thereof be
      sublet or occupied by anyone other than Tenant, Landlord may, at any time
      and from time to time, collect rent and other charges from the assignee,
      subtenant or occupant, and apply the net amount collected to the rent and
      other charges herein reserved, but no such assignment, subletting,
      occupancy, collection or modification of any provisions of this Lease
      shall be deemed a waiver of the foregoing covenant, or the acceptance of
      the assignee, subtenant or occupant as a tenant or a release of the
      original named Tenant from the further performance by the original named
      Tenant hereunder. No assignment or subletting hereunder shall relieve
      Tenant from its obligations hereunder and Tenant shall remain fully and
      primarily liable therefor. No assignment or subletting, or occupancy shall
      affect the Permitted Uses.

      (d) If Tenant shall request Landlord to consent to an assignment of this
      Lease or a subletting (a "REQUEST"), Tenant shall submit to Landlord in
      writing: (i) the name of the

                                       11

<PAGE>

      proposed assignee or subtenant, (ii) such information as to its financial
      responsibility and standing as Landlord may reasonably require, and (iii)
      all terms and provisions upon which the proposed assignment or subletting
      is to be made. Upon receipt from Tenant of such Request and information,
      Landlord shall have an option (hereinafter referred to as the "TAKE BACK
      OPTION") to be exercised in writing within thirty (30) days after its
      receipt from Tenant of such Request and information, if the Request is to
      assign the Lease or to sublet all of the Premises, to cancel or terminate
      this Lease, or, if the Request is to sublet a portion of the Premises
      only, to cancel and terminate this Lease with respect to such portion, in
      each case, as of the date set forth in Landlord's notice (the "TAKE BACK
      NOTICE") of exercise of such Take Back Option, which date shall be not
      less than sixty (60) nor more than one hundred twenty (120) days following
      the giving of such notice.

      In the event Landlord shall exercise the Take Back Option by the giving of
      a Take Back Notice, Tenant shall have the right to revoke its Request to
      assign this lease or sublet the portion of the Premises as specified in
      the applicable Request by written notice (a "REVOCATION NOTICE") to
      Landlord given no later than 10 days after the date of the Take Back
      Notice, whereupon Tenant's Request to the applicable assignment or
      subletting shall be deemed revoked and Landlord's exercise of the Take
      Back Option in the instance of the applicable Request shall be of no force
      or effect.

      In the event Landlord shall exercise the Take Back Option and Tenant shall
      not timely deliver Landlord a Revocation Notice as specified above, then
      Tenant shall surrender possession of the entire Premises, or the portion
      which is the subject of the Take Back Option, as the case may be, on the
      date set forth in such notice in accordance with the provisions of this
      Lease relating to surrender of the Premises at the expiration of the Term.
      If this Lease shall be cancelled as to a portion of the Premises only,
      Basic Rent and Escalation Charges shall thereafter be abated
      proportionately according to the ratio the number of square feet of the
      portion of the space surrendered bears to the Premises Rentable Area. As
      additional rent, Tenant shall reimburse Landlord promptly for all
      reasonable legal and other expenses incurred by Landlord in connection
      with any Request by Tenant for consent to an assignment or subletting.

      If Landlord shall not exercise the Take Back Option pursuant to the
      foregoing provisions, Landlord will not unreasonably delay or withhold its
      consent to the assignment or subletting to the party referred in Tenant's
      notice to Landlord upon the terms and provisions set forth in Tenant's
      notice, provided that the terms and provisions of such assignment or
      subletting shall specifically make applicable to the assignee or sublessee
      all of the provisions of Article VI of the Lease so that Landlord shall
      have against the assignee or sublessee all rights with respect to any
      further assignment or subletting which are set forth in Article VI of the
      Lease, except that no such assignee or sublessee shall have any right to
      further assign this Lease or sublet the Premises or any portion thereof.

      (e) In any case where Landlord consents to an assignment or subletting,
      Landlord shall be entitled to receive fifty percent (50%) of all amounts
      (the "OVERAGES") received by Tenant in excess of Basic Rent, Escalation
      Charges and other items of additional rent

                                       12

<PAGE>

      reserved under this Lease attributable to the space sublet or assigned
      including, without limitation, all lump sum payments made in connection
      therewith. Payments of Overages shall be made by Tenant to Landlord as
      additional rent within five (5) days of receipt thereof by Tenant.

      (f) Landlord shall never be deemed unreasonable in denying its consent to
      an assignment of this Lease or a subletting of all or any portion of the
      Premises: (i) in the event that Landlord, in its reasonable judgment,
      shall determine that the net worth or financial capability of such
      proposed subtenant or assignee is insufficient to perform its obligations
      as an assignee or subtenant; or (ii) if such subletting would result in
      more than two (2) occupants of the Premises; or (iii) if such assignment
      or subletting would require the Premises be used for other than the
      Permitted Use or require alterations to the Premises inconsistent with the
      Permitted Use, or would require a use in conflict with an exclusive
      granted to another tenant in the Building; or (iv) if such assignment or
      subletting is to an existing tenant or occupant of the Building; or (v) if
      there is a vacancy in the Building, if the terms and conditions of the
      assignment or subletting are less favorable than those conditions on which
      Landlord is then offering to lease such vacant space for a comparable term
      (or, if Landlord is not then offering space in the Building for lease,
      those terms and conditions which, in Landlord's reasonable opinion,
      Landlord would offer to lease space in the Building).

                                   ARTICLE VII

              RESPONSIBILITY FOR REPAIRS AND CONDITIONS OF PREMISES

                      SERVICES TO BE FURNISHED BY LANDLORD

7.1   LANDLORD REPAIRS. (a) Except as otherwise provided in this Lease, Landlord
      agrees to keep in good order, condition and repair the roof, public areas
      (including loading dock areas, exterior landscaping and parking areas on
      the Land Parcel), exterior walls (including exterior glass) and structure
      of the Building and Building systems (including, without limitation,
      mechanical, electrical, plumbing, fire, life safety and security systems
      installed by Landlord or in place as of the Commencement Date, but
      excluding any systems installed specifically for Tenant's benefit), all
      insofar as they affect the Premises, except that Landlord shall in no
      event be responsible to Tenant for the condition of glass in the Premises
      or for the doors (or related glass and finish work) leading to the
      Premises, or for any condition in the Premises or the Building caused by
      any act or neglect of Tenant, its agents, employees, invitees or
      contractors. The fact that Landlord is responsible for the foregoing
      described repairs shall not be construed to prohibit the costs thereof
      from being included in Operating Expenses. Except to the extent required
      to be performed by Tenant pursuant to Section 7.2 below, Landlord shall
      maintain the Property in compliance with all Requirements. Landlord shall
      not be responsible to make any improvements or repairs to the Building
      other than as expressly in this Section 7.1 provided, unless expressly
      provided otherwise in this Lease.

                                       13

<PAGE>

      (b) Landlord shall never be liable for any failure to make repairs which
      Landlord has undertaken to make under the provisions of this Section 7.1
      or elsewhere in this Lease; unless Tenant has given notice to Landlord of
      the need to make such repairs, and Landlord has failed to commence to make
      such repairs within a reasonable time after receipt of such notice, or
      fails to proceed with reasonable diligence to complete such repairs.

      (c) Any services which Landlord is required to furnish pursuant to the
      provisions of this Lease may, at Landlord's option be furnished from time
      to time, in whole or in part, by employees of Landlord or by the Manager
      of the Property or by one or more third persons.

7.2   TENANT'S AGREEMENT. (a) Tenant will keep neat and clean and maintain in
      good order, condition and repair the Premises and every part thereof,
      excepting only those repairs for which Landlord is responsible under the
      terms of this Lease, reasonable wear and tear of the Premises, and damage
      by fire or other casualty and as a consequence of the exercise of the
      power of eminent domain, and Tenant shall surrender the Premises, at the
      end of the Term, in such condition. Without limitation, Tenant shall
      continually during the Term of this Lease maintain the Premises in
      accordance with all laws, codes and ordinances from time to time in effect
      and all directions, rules and regulations of the proper officers of
      governmental agencies having jurisdiction, and of the applicable Board of
      Fire Underwriters, and shall, at Tenant's own expense, obtain all permits,
      licenses and the like required by applicable law. Notwithstanding the
      foregoing or any of the other provisions of this Article VII, Tenant shall
      be responsible for the cost of repairs which may be necessary by reason of
      damage to the Property caused by any act or neglect of Tenant or its
      agents, employees, contractors or invitees (including any damage by fire
      or any other casualty arising therefrom).

      Without limitation of the foregoing, Tenant shall not do or perform, and
      shall not permit its agents, servants, employees, contractors or invitees
      to do or perform any act or thing in or upon the Property which will
      invalidate or be in conflict with the certificate of occupancy for the
      Premises or the Building or violate any statute, law, rule, by-law or
      ordinance of any governmental entity having jurisdiction over the Property
      (the "REQUIREMENTS"). Tenant shall, at Tenant's sole cost and expenses,
      take all action, including the making of any improvements or alterations
      necessary to comply with all Requirements (including, but not limited to
      the Americans With Disabilities Act of 1990 (the "ADA"), as modified and
      supplemented from time to time) which shall, with respect to the Premises
      or with respect to any abatement of nuisance, impose any violation, order
      or duty upon Landlord or Tenant arising from, or in connection with the
      Premises, Tenant's occupancy, use or manner of use of the Premises
      (including, without limitation, any occupancy, use or manner of use that
      constitutes a "place of public accommodation" under the ADA), or any
      installations in the Premises, or required by reason of a breach of any of
      Tenant's covenants or agreements under this Lease, whether or not such
      Requirements shall now be in effect or hereafter enacted or issued, and
      whether or not any work required shall be ordinary or extraordinary or
      foreseen or unforeseen at the date

                                       14

<PAGE>

      hereof. Notwithstanding the preceding sentence, Tenant shall not be
      obligated to perform any alterations necessary to comply with any
      Requirements, unless compliance shall be required by reason of (i) any
      cause or condition arising out of any alterations or installations in the
      Premises (whether made by Tenant or by Landlord on behalf of Tenant), (ii)
      Tenant's particular use, manner of use or occupancy of the Premises (as
      opposed to mere use as executive, general and administrative offices),
      (iii) any breach of any of Tenant's covenants or agreements under this
      Lease, or (iv) any wrongful act or omission by Tenant or Tenant's agents,
      servants, employees, contractors or invitees, or (v) Tenant's use or
      manner of use or occupancy of the Premises as a "place of public
      accommodation" within the meaning of the ADA.

      (b) If repairs are required to be made by Tenant pursuant to the terms
      hereof, Landlord may demand that Tenant make the same forthwith, and if
      Tenant refuses or neglects to commence such repairs and complete the same
      with reasonable dispatch after such demand, Landlord may (but shall not be
      required to do so) make or cause such repairs to be made (the provisions
      of Section 14.18 being applicable to the costs thereof) and shall not be
      responsible to Tenant for any loss or damage that may accrue to Tenant's
      stock or business by reason thereof. Notwithstanding the foregoing,
      Landlord may elect to take action hereunder immediately and without notice
      to Tenant if Landlord reasonably believes an emergency to exist.

7.3   FLOOR LOAD - HEAVY MACHINERY. (a) Tenant shall not place a load upon any
      floor in the Premises exceeding the floor load per square foot of area
      which such floor was designed to carry and which is allowed by law.
      Business machines and mechanical equipment shall be placed and maintained
      by Tenant at Tenant's expense in settings sufficient, in Landlord's
      judgment, to absorb and prevent vibration, noise and annoyance of a type
      or degree which would (i) cause damage to the Premises or the Building or
      (ii) constitute a nuisance or annoyance for other tenants of the Building.

      (b) If such safe, machinery, equipment, freight, bulky matter or fixtures
      requires special handling, Tenant agrees to employ only persons holding a
      Master Rigger's License to do such work, and that all work in connection
      therewith shall comply with applicable laws and regulations. Any such
      moving shall be at the sole risk and hazard of Tenant, and Tenant will
      exonerate, indemnify and save Landlord harmless against and from any
      liability, loss, injury, claim or suit resulting directly or indirectly
      from such moving.

7.4   BUILDING SERVICES. Subject to the terms and provisions of Exhibit C,
      Landlord shall provide the Building Services described in same Exhibit C.
      Tenant will pay to the Landlord a reasonable charge for any extra cleaning
      of the Premises required because of the carelessness or indifference of
      Tenant and for any Additional Services rendered at the request of Tenant.
      If the cost of cleaning the Premises shall be increased due to the
      installation in the Premises, at Tenant's request, of any unique or
      special materials, finish or equipment, Tenant shall pay to Landlord an
      amount equal to such increase in cost. All charges for additional services
      shall be due and payable within ten (10) days of the date on which they
      are billed.

                                       15
<PAGE>

7.5   SIGNAGE. Landlord shall provide Tenant with building standard entryway
      graphics and identity signage (i) on the main building directories in the
      first and second floor lobbies and (ii) on the main entry to the Premises
      (either on the door or on the wall immediately adjacent to the main entry
      to the Premises, consistent with building standard practices).

7.6   EXERCISE ROOM. The exercise room on the first floor of the Building is
      provided as an amenity for tenants of the Building and is for use only by
      Tenant, its employees and the employees of other tenants in the Building.
      The exercise room shall be open for use on weekdays only during the hours
      posted. Access shall be provided through the use of a pass key which
      Landlord shall make available only to eligible users of the exercise room.
      Eligible users of the exercise room will receive a pass key only upon
      submission to Landlord of a properly executed waiver of responsibility
      (more fully described below). Tenant shall be responsible for ensuring
      that all exercise room pass keys are returned to Landlord upon expiration
      of the Lease. Landlord shall have no obligation to continue to operate the
      exercise room, and may terminate such operation at any time without notice
      to Tenant.

      Landlord shall provide cleaning and janitorial services for the exercise
      and locker rooms and shall maintain the equipment in accordance with the
      manufacturer's specifications. Landlord shall not provide an attendant in
      the exercise room, instruction in the use of equipment, nor shall Landlord
      be responsible for screening of users to ascertain their health, physical
      fitness or ability to use the equipment, and Tenant shall so advise any of
      its employees prior to their use of the exercise room. Landlord shall post
      rules and regulations in the exercise room but shall not be responsible
      for their enforcement.

      Tenant hereby waives any claim against Landlord for injury caused by its
      use of the exercise room and equipment, and agrees to have executed by all
      persons prior to making use of the exercise room such waivers of
      responsibility as Landlord may require from time to time. Tenant
      acknowledges that a properly executed waiver of responsibility in the form
      promulgated by Landlord from time to time must be submitted to Landlord by
      each eligible user of the exercise room prior to that user receiving a
      pass key. Tenant agrees to indemnify and hold Landlord harmless from and
      against any and all claims, loss, liability and expense (including
      reasonable attorneys' fees) arising from injury to any persons gaining
      access to the exercise room through Tenant resulting from such person's
      use of the exercise room.

7.7   CAFETERIA. The cafeteria in the Building is operated by an independent
      contractor unrelated to Landlord pursuant to an agreement with Landlord,
      and is for use only by Tenant, its employees and invitees and the
      employees and invitees of other tenants and occupants in the Building.
      Landlord shall have no responsibility or liability to Tenant, its
      employees or invitees arising from the operation of the cafeteria, and
      Landlord makes no representation that the cafeteria will be in operation
      throughout the Term of this Lease. The operator of the cafeteria from time
      to time may modify the hours of operation, the menu or the method of
      service.

                                       16
<PAGE>

                                  ARTICLE VIII

                                REAL ESTATE TAXES

8.1   PAYMENTS ON ACCOUNT OF REAL ESTATE TAXES. (a) For the purposes of this
      Article, the term "TAX YEAR" shall mean each calendar year in which any
      part of the Term of this Lease shall fall; and the term "Taxes" shall mean
      real estate taxes and special or general betterment assessments assessed
      with respect to the Property for any Tax Year.

      (b)   In the event that, for any reason, Taxes shall be greater during any
      Tax Year than Base Taxes, Tenant shall pay to Landlord, as an Escalation
      Charge, an amount equal to the excess of Taxes over Base Taxes, multiplied
      by (ii) the Escalation Factor, such amount to be apportioned for any
      fraction of a Tax Year in which the Commencement Date falls or the Term of
      this Lease ends. Upon the written request of Tenant, Landlord shall
      provide Tenant with copies of applicable tax bills in connection with each
      respective request for payment of amounts payable by Tenant pursuant to
      this Section 8.1(b) and in connection with adjustments of the estimated
      monthly amounts payable by Tenant pursuant to Section 8.1(c) hereof.

      (c)   Estimated payments by Tenant on account of Taxes shall be made
      monthly and at the time and in the fashion herein provided for the payment
      of Basic Rent. The monthly amount so to be paid to Landlord shall be
      sufficient to provide Landlord by the time real estate tax payments are
      due a sum equal to Tenant's required payments, as reasonably estimated by
      Landlord from time to time, on account of Taxes for the then current Tax
      Year. Promptly after receipt by Landlord of bills for such Taxes, Landlord
      shall advise Tenant of the amount thereof and the computation of Tenant's
      payment on account thereof. Landlord shall not adjust the estimated
      amounts required to be paid by Tenant more than two (2) times with respect
      to any Tax Year and if requested by Tenant, Landlord shall provide Tenant
      with copies of the applicable tax bills upon which such adjustments are
      made. If estimated payments theretofore made by Tenant for the Tax Year
      covered by such bills exceed the required payments on account thereof for
      such Tax Year, Landlord shall credit the amount of overpayment against
      subsequent obligations of Tenant on account of Taxes (or refund such
      overpayment if the Term of this Lease has ended and Tenant has no further
      obligation to Landlord); but if the required payments on account thereof
      for such Tax Year are greater than estimated payments theretofore made on
      account thereof for such Tax Year, Tenant shall make payment to Landlord
      within 30 days after being so advised by Landlord. Landlord shall have the
      same rights and remedies for the non-payment by Tenant of any payments due
      on account of Taxes as Landlord has hereunder for the failure of Tenant to
      pay Basic Rent.

8.2   ABATEMENT. If Landlord shall receive any tax refund or reimbursement of
      Taxes or sum in lieu thereof with respect to any Tax Year [which is not
      due to vacancies in the Building], then out of any balance remaining
      thereof after deducting Landlord's expenses

                                       17
<PAGE>

      reasonably incurred in obtaining such refund, Landlord shall pay to
      Tenant, provided there does not then exist a Default of Tenant, an amount
      equal to such refund or reimbursement or sum in lieu thereof (exclusive of
      any interest) multiplied by the Escalation Factor; provided, that in no
      event shall Tenant be entitled to receive more than the payments made by
      Tenant on account of real estate tax increases for such Year pursuant to
      paragraph (b) of Section 8.1 or to receive any payments or abatement of
      Basic Rent if Taxes for any Year are less than Base Taxes or Base Taxes
      are abated.

8.3   ALTERNATE TAXES. (a) If some method or type of taxation shall replace the
      current method of assessment of real estate taxes in whole or in part, or
      the type thereof, or if additional types of taxes are imposed upon the
      Property or Landlord relating to the Property, Tenant agrees that Tenant
      shall pay a proportionate share of the same as an additional charge
      computed in a fashion consistent with the method of computation herein
      provided; to the end that Tenant's share thereof shall be, to the maximum
      extent practicable, comparable to that which Tenant would bear under the
      foregoing provisions.

      (b)   If a tax (other than Federal or State net income tax) is assessed on
      account of the rents or other charges payable by Tenant to Landlord under
      this Lease, Tenant agrees to pay the same as an additional charge within
      ten (10) days after billing therefor, unless applicable law prohibits the
      payment of such tax by Tenant.

                                   ARTICLE IX

                               OPERATING EXPENSES

9.1   DEFINITIONS. For the purposes of this Article, the following terms shall
      have the following respective meanings:

      (i)   OPERATING YEAR: Each calendar year in which any part of the Term of
      this Lease shall fall.

      (ii)  OPERATING EXPENSES: The aggregate costs or expenses incurred by
      Landlord with respect to the operation, administration, cleaning, repair,
      maintenance and management of the Property including, without limitation
      those matters set forth in Exhibit D annexed hereto, provided that, if
      during any portion of the Operating Year for which Operating Expenses are
      being computed, less than all of Building Rentable Area was occupied by
      tenants or if Landlord is not supplying all tenants with the services
      being supplied hereunder, actual Operating Expenses incurred shall be
      reasonably extrapolated by Landlord on an item by item basis to the
      estimated Operating Expenses that would have been incurred if the Building
      were fully occupied for such Operating Year and such services were being
      supplied to all tenants, and such extrapolated amount shall, for the
      purposes hereof, be deemed to be the Operating Expenses for such Operating
      Year.

9.2   TENANT'S PAYMENTS. (a) In the event that for any Operating Year Operating
      Expenses shall exceed Base Operating Expenses, Tenant shall pay to
      Landlord, as an

                                       18
<PAGE>

      Escalation Charge, an amount equal to (i) such excess Operating Expenses
      multiplied by (ii) the Escalation Factor, such amount to be apportioned
      for any partial Operating Year in which the Commencement Date falls or the
      Term of this Lease ends.

      (b)   Estimated payments by Tenant on account of Operating Expenses shall
      be made monthly and at the time and in the fashion herein provided for the
      payment of Basic Rent. The monthly amount so to be paid to Landlord shall
      be sufficient to provide Landlord by the end of each Operating Year a sum
      equal to Tenant's required payments, as reasonably estimated by Landlord
      from time to time during each Operating Year, on account of Operating
      Expenses for such Operating Year. After the end of each Operating Year,
      Landlord shall submit to Tenant a reasonably detailed accounting of
      Operating Expenses for such Operating Year, and Landlord shall certify to
      the accuracy thereof. If estimated payments theretofore made for such
      Operating Year by Tenant exceed Tenant's required payment on account
      thereof for such Operating Year, according to such statement, Landlord
      shall credit the amount of overpayment against subsequent obligations of
      Tenant with respect to Operating Expenses (or refund such overpayment if
      the Term of this Lease has ended and Tenant has no further obligation to
      Landlord), but, if the required payments on account thereof for such
      Operating Year are greater than the estimated payments (if any)
      theretofore made on account thereof for such Operating Year, Tenant shall
      make payment to Landlord within thirty (30) days after being so advised by
      Landlord. Landlord shall have the same rights and remedies for the
      nonpayment by Tenant of any payments due on account of Operating Expenses
      as Landlord has hereunder for the failure of Tenant to pay Basic Rent.

                                    ARTICLE X

                    INDEMNITY AND PUBLIC LIABILITY INSURANCE

10.1  TENANT'S INDEMNITY. To the maximum extent this agreement may be made
      effective according to law, Tenant agrees to defend, indemnify and save
      harmless Landlord from and against all claims, loss, liability, costs and
      damages of whatever nature arising from any default by Tenant under this
      Lease and the following: (i) from any accident, injury, death or damage
      whatsoever to any person, or to the property of any person, occurring in
      or about the Premises after the Commencement Date; (ii) from any accident,
      injury, death or damage occurring outside of the Premises but on the
      Property, where such accident, damage or injury results or is claimed to
      have resulted from the negligence or willful misconduct on the part of
      Tenant or Tenant's agents, employees, invitees or independent contractors;
      or (iii) in connection with the conduct or management of the Premises or
      of any business therein, or any thing or work whatsoever done, or any
      condition created (other than by Landlord) in or about the Premises; and,
      in any case, occurring after the date of this Lease, until the end of the
      Term of this Lease, and thereafter so long as Tenant is in occupancy of
      the Premises. This indemnity and hold harmless agreement shall include
      indemnity against all costs, expenses and liabilities incurred in, or in
      connection with, any such claim or proceeding brought thereon, and the
      defense thereof, including, without limitation, reasonable attorneys' fees
      and costs at both

                                       19
<PAGE>

      the trial and appellate levels. Nothing contained in this Section 10.1
      shall be deemed or construed to exculpate Landlord from its own
      negligence. The provisions of this Section 10.1 shall survive the
      expiration or any earlier termination of this Lease.

10.2  PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force from
      the date upon which Tenant first enters the Premises for any reason,
      throughout the Term of this Lease, and thereafter so long as Tenant is in
      occupancy of any part of the Premises, a policy of general liability and
      property damage insurance (including broad form contractual liability,
      independent contractor's hazard and completed operations coverage) under
      which Landlord, Manager (and such other persons as are in privity of
      estate with Landlord as may be set out in notice from Landlord to Tenant
      from time to time) are named as additional insureds. Tenant's Insurance
      shall include coverage for the contractual liability of Tenant to
      indemnify Landlord pursuant to Section 10.1 above. In addition, Tenant
      shall maintain throughout the Term of this Lease so-called umbrella
      coverage covering its operations in the Premises (and other locations
      where Tenant does business) sufficient that all layers of coverage
      available to Tenant shall aggregate not less than Ten Million and No/
      100ths ($10,000,000.00) Dollars. Each such policy shall be non cancelable
      and non-amendable with respect to Landlord, Manager and Landlord's said
      designees without twenty (20) days' prior notice to Landlord and shall be
      in at least the amounts of the Initial Public Liability Insurance
      specified in Section 1.3 or such greater amounts as Landlord shall from
      time to time reasonably request, and a duplicate original or certificate
      thereof shall be delivered to Landlord.

10.3  TENANT'S RISK. To the maximum extent this agreement may be made effective
      according to law, Tenant agrees to use and occupy the Premises and to use
      such other portions of the Property as Tenant is herein given the right to
      use at Tenant's own risk. Neither Landlord nor Manager shall have any
      responsibility or liability for any loss of or damage to Tenant's
      Removable Property or for any inconvenience, annoyance, interruption or
      injury to business arising from Landlord or Manager making any repairs or
      changes which Landlord is permitted by this Lease or required by law to
      make in or to any portion of the Premises or other sections of the
      Property, or in or to the fixtures, equipment or appurtenances thereof.
      Tenant shall carry "all-risk" property insurance on a "replacement cost"
      basis (including so-called improvements and betterments), and provide a
      waiver of subrogation as required in Section 14.20. The provisions of this
      Section 10.3 shall be applicable from and after the execution of this
      Lease and until the end of the Term of this Lease, and during such further
      period as Tenant may use or be in occupancy of any part of the Premises or
      of the Building. The provisions of this Section 10.3 shall survive any
      expiration or earlier termination of the Term of this Lease.

10.4  INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement may
      be made effective according to law, Tenant agrees that neither Landlord
      nor Manager shall be responsible or liable to Tenant, or to those claiming
      by, through or under Tenant, for any loss or damage that may be occasioned
      by or through the acts or omissions of persons occupying adjoining
      premises or any part of the premises adjacent to or

                                       20
<PAGE>

      connecting with the Premises or any part of the Property, or otherwise.
      The provisions of this Section 10.4 shall survive the expiration or any
      earlier termination of this Lease.

10.5  LANDLORD'S INSURANCE. Landlord shall maintain and keep in effect
      throughout the term of this Lease (a) insurance against loss or damage to
      the Building by fire or other casualty as may be included within either
      fire and extended coverage insurance or "all-risk" insurance in an amount
      equal to the full replacement cost of the Building (exclusive of
      foundations) and (b) commercial general liability insurance in amounts
      reasonably determined by Landlord. Such coverage may be effected directly
      and/or through the use of blanket insurance coverage covering more than
      one location and may contain such deductibles as Landlord may elect.

                                   ARTICLE XI

                          LANDLORD'S ACCESS TO PREMISES

11.1  LANDLORD'S RIGHTS. In addition to any other rights provided for herein,
      Landlord reserves the following rights, exercisable without liability to
      Tenant for damage or injury to property, person or business and without
      effecting an eviction, constructive or actual, or disturbance of Tenant's
      use or possession or giving rise to any claim:

                  (1)   To name the Building and to change the name or street
      address of the Building;

                  (2)   To install and maintain all signs on the exterior and
      interior of the Building (but not within the interior of the Premises);

                  (3)   To designate all sources furnishing sign painting or
      lettering for use in the Building (but not within the interior of the
      Premises);

                  (4)   During the last ninety (90) days of the Term, if Tenant
      has vacated the Premises, to decorate, remodel, repair, alter or otherwise
      prepare the Premises for occupancy without affecting Tenant's obligation
      to pay rent for the Premises;

                  (5)   To have pass keys to the Premises and all doors therein,
      excluding Tenant's vaults and safes;

                  (6)   Upon reasonable advance oral or written notice to
      Tenant, except in the case of emergency, where no notice shall be
      required, to enter the Premises accompanied by a representative of Tenant
      (except that no representative of Tenant shall be required in case of
      emergency) at all reasonable hours for the purpose of inspecting or making
      repairs to the same, and Landlord shall also have the right to make access
      available at all reasonable hours to prospective or existing mortgagees,
      purchasers or tenants of any part of the Property. In exercising its
      rights pursuant to this subsection,

                                       21
<PAGE>

      Landlord shall use good faith efforts to avoid unreasonable interference
      with Tenant's use of the Premises as set forth in subsection (7) below.

                  (7)   To take any and all measures in accordance with the
      terms of subsection (6) above, including entering the Premises for the
      purpose of making inspections, repairs, alterations, additions and
      improvements to the Premises or to the Building (including for the purpose
      of checking, calibrating, adjusting and balancing controls and other parts
      of the Building systems), as may be necessary or desirable for the
      operation, improvement, safety, protection or preservation of the Premises
      or the Building, or in order to comply with all laws, orders and
      requirements of governmental or other authority, or as may otherwise be
      permitted or required by this Lease; provided, however, that during the
      progress of any work on the Premises or at the Building, Landlord will
      attempt not to inconvenience Tenant, but shall not be liable for
      inconvenience, annoyance, disturbance, loss of business, or other damage
      to Tenant by reason of performing any work or by bringing or storing
      materials, supplies, tools or equipment in the Building or Premises during
      the performance of any work, and the obligations of Tenant under this
      Lease shall not thereby be affected in any manner whatsoever;

                  (8)   To relocate various facilities within the Building and
      on the land of which the Building is part if Landlord shall determine such
      relocation to be in the best interest of the development of the Building
      and Property, provided that such relocation shall not materially restrict
      access to the Premises; and

                  (9)   To install vending machines of all kinds in the Building
      and to receive all of the revenue derived therefrom, provided, however,
      than no vending machines shall be installed by Landlord in the Premises
      unless Tenant so requests.

                                   ARTICLE XII

                           FIRE, EMINENT DOMAIN, ETC.

12.1  ABATEMENT OF RENT. If the Premises shall be damaged by fire or casualty,
      Basic Rent and Escalation Charges payable by Tenant shall abate
      proportionately for the period in which, by reason of such damage, there
      is substantial interference with Tenant's use of the Premises, having
      regard to the extent to which Tenant may be required to discontinue
      Tenant's use of all or a portion of the Premises, but such abatement or
      reduction shall end if and when Landlord shall have substantially restored
      the Premises (excluding any alterations, additions or improvements made by
      Tenant pursuant to Section 5.2) to the condition in which they were prior
      to such damage. If the Premises shall be affected by any exercise of the
      power of eminent domain, Basic Rent and Escalation Charges payable by
      Tenant shall be justly and equitably abated and reduced according to the
      nature and extent of the loss of use thereof suffered by Tenant. In no
      event shall Landlord have any liability for damages to Tenant for
      inconvenience, annoyance, or interruption of business arising from such
      fire, casualty or eminent domain.

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<PAGE>

12.2  RIGHT OF TERMINATION. If (a) the Premises or the Building are
      substantially damaged by fire or casualty (the term "substantially
      damaged" meaning damage of such a character that the same cannot, in the
      ordinary course, reasonably be expected to be repaired within one hundred
      twenty (120) days from the time the repair work would commence), or (b)
      any mortgagee then holding a mortgage on the Property or any interest of
      Landlord therein, should require that insurance proceeds payable as a
      result of a fire, casualty or action by taking authority be applied to the
      mortgage debt or (c) if any part of the Building is taken by any exercise
      of the right of eminent domain, then, in the case of (a), (b), or (c)
      above, Landlord shall have the right to terminate this Lease (even if
      Landlord's entire interest in the Premises may have been divested) by
      giving notice of Landlord's election so to do within sixty (60) days after
      the occurrence of such casualty or the effective date of such taking,
      whereupon this Lease shall terminate thirty (30) days after the date of
      such notice with the same force and effect as if such date were the date
      originally established as the expiration date hereof.

12.3  RESTORATION: TENANT'S RIGHT OF TERMINATION. If the Premises is damaged by
      fire or casualty or as a result of a taking and if this Lease shall not be
      terminated pursuant to Section 12.2, Landlord shall thereafter use due
      diligence to restore the Premises to substantially its conditions prior to
      such fire or casualty, (exclusive of any alterations, additions, or
      improvements made by Tenant). If Landlord is then carrying insurance to
      the extent required under Section 10.5 of this Lease, Landlord's
      obligation to restore shall be limited to the amount of insurance proceeds
      actually made available to the Landlord for the purpose of restoration
      plus any deductible amount carried by Landlord, or the condemnation awards
      actually made available to Landlord therefor and provided, further, that
      Landlord shall have no obligation to restore the Premises or the Building
      as and to the extent the same cannot be lawfully restored under then
      applicable zoning and building laws. If, for any reason, restoration of
      the Premises to the condition required hereby shall not be substantially
      completed as aforesaid within 270 days after the expiration of the sixty
      (60) day period referred to in Section 12.2 (which 270 day period may be
      extended for such periods of time as Landlord is prevented from proceeding
      with or completing such restoration for any cause beyond Landlord's
      reasonable control, plus the period of any delay caused by Tenant), Tenant
      shall have the right to terminate this Lease by giving notice to Landlord
      thereof within (30) days after the expiration of such period (as so
      extended). Landlord agrees to give notice to Tenant prior to claiming any
      extension of time under the preceding sentence. Upon the giving of such
      notice, this Lease shall (effective as of a date set forth in such notice
      which date shall not be sooner than 30 nor later than 60 days after the
      giving of such notice) cease and come to an end without further liability
      or obligation on the part of either party unless, within such 30-day
      period, Landlord substantially completes such restoration. Such right of
      termination shall be Tenant's sole and exclusive remedy at law or in
      equity for Landlord's failure to complete such restoration.

      Landlord shall not be liable for any inconvenience or annoyance to Tenant
      or injury to the business of Tenant resulting in any way from damage from
      fire or other casualty or the

                                       23
<PAGE>

      repair thereof, but Tenant shall be entitled to an abatement of Basic Rent
      and Escalation Charges as and to the extent expressly provided in this
      Lease. Tenant understands that Landlord will not carry insurance of any
      kind on improvements or alterations made by Tenant or on furniture or
      furnishings or on any fixtures or equipment removable by Tenant under the
      provisions of the Lease, and that Landlord shall not be obligated to
      repair any damage thereto or replace the same. If Tenant desires any other
      or additional repairs for restoration and if Landlord consents thereto,
      the same shall be done at Tenant's expense. Tenant acknowledges that
      Landlord shall be entitled to the full proceeds of any insurance coverage,
      carried by Landlord, for damage to the premises and any alterations
      therein.

12.4  AWARD. Landlord shall have and hereby reserves and excepts, and Tenant
      hereby grants and assigns to Landlord, all rights to recover for damages
      to the Property and the leasehold interest hereby created, and to
      compensation accrued or hereafter to accrue by reason of such taking,
      damage or destruction, and by way of confirming the foregoing, Tenant
      hereby grants and assigns, and covenants with Landlord to grant and assign
      to Landlord, all rights to such damages or compensation. Nothing contained
      herein shall be construed to prevent Tenant from, at its sole cost and
      expense, prosecuting a separate condemnation proceeding with respect to a
      claim for the value of any of Tenant's Removable Property installed in the
      Premises by Tenant at Tenant's expense and for relocation expenses,
      provided that such action shall not affect the amount of compensation
      otherwise recoverable by Landlord from the taking authority.

                                  ARTICLE XIII

                                     DEFAULT

13.1  TENANT'S DEFAULT. (a) If at any time subsequent to the date of this Lease
      any one or more of the following events (herein referred to as a
      "DEFAULT") shall happen:

            (i)   Tenant shall fail to pay the Basic Rent, Tenant's Electrical
      Charge, Escalation Charges or other sums payable as additional charges
      hereunder and such failure shall continue for five (5) days after written
      notice from Landlord; or

            (ii)  Tenant shall neglect or fail to perform or observe any other
      covenant herein contained on Tenant's part to be performed or observed, or
      Tenant shall desert or abandon the Premises (regardless whether the keys
      shall have been surrendered or the rent and all other sums due shall have
      been paid), and Tenant shall fail to remedy the same within twenty (20)
      days after notice to Tenant specifying such neglect or failure, or if such
      failure is of such a nature that Tenant cannot reasonably remedy the same
      within such twenty (20) day period, Tenant shall fail to commence promptly
      to remedy the same and to prosecute such remedy to completion with
      diligence and continuity; or

            (iii) Tenant's leasehold interest in the Premises shall be taken on
      execution or by other process of law directed against Tenant; or

                                       24
<PAGE>

            (iv)  Tenant shall make an assignment for the benefit of creditors
      or shall file a voluntary petition in bankruptcy or shall be adjudicated
      bankrupt or insolvent, or shall file any petition or answer seeking any
      reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief for itself under any present or future
      Federal, State or other statute, law or regulation for the relief of
      debtors, or shall seek or consent to or acquiesce in the appointment of
      any trustee, receiver or liquidator of Tenant or of all or any substantial
      part of its properties, or shall admit in writing its inability to pay its
      debts generally as they become due; or

            (v)   A petition shall be filed against Tenant in bankruptcy or
      under any other law seeking any reorganization, arrangement, composition,
      readjustment, liquidation, dissolution, or similar relief under any
      present or future Federal, State or other statute, law or regulation and
      shall remain undismissed or unstayed for an aggregate of sixty (60) days
      (whether or not consecutive), or if any debtor in possession (whether or
      not Tenant) trustee, receiver or liquidator of Tenant or of all or any
      substantial part of its properties or of the Premises shall be appointed
      without the consent or acquiescence of Tenant and such appointment shall
      remain unvacated or unstayed for, an aggregate of sixty (60) days (whether
      or not consecutive); or

            (vi)  If a Default of the kind set forth in clauses (i) or (ii)
      above shall occur and if either (a) Tenant shall cure such Default within
      the applicable grace period, if any, or (b) Landlord shall, in its sole
      discretion, permit Tenant to cure such Default after the applicable grace
      period has expired, and an event which would constitute a similar Default
      if not cured within the applicable grace period shall occur more than once
      within the next 365 days, whether or not such event is cured within the
      applicable grace period; then in any such case (1) if such Default shall
      occur prior to the Commencement Date, this Lease shall ipso facto, and
      without further act on the part of Landlord, terminate, and (2) if such
      Default shall occur after the Commencement Date, Landlord may terminate
      this Lease by notice to Tenant, and thereupon this Lease shall come to an
      end as fully and completely as if such date, were the date herein
      originally fixed for the expiration of the Term of this Lease (Tenant
      hereby waiving any rights of redemption) and Tenant will then quit and
      surrender the Premises to Landlord, but Tenant shall remain liable as
      hereinafter provided.

      (b)   If this Lease shall be terminated as provided in this Article, or if
      any execution or attachment shall be issued against Tenant or any of
      Tenant's property whereupon the Premises shall be taken or occupied by
      someone other than Tenant, then Landlord may, without notice, re-enter the
      Premises, either by force, summary proceedings, ejectment or otherwise,
      and remove and dispossess Tenant and all other persons and any and all
      property from the same, as if this Lease had not been made, and Tenant
      hereby waives the service of notice of intention to re-enter or to
      institute legal proceedings to that end.

      (c)   In the event of any termination, Tenant shall pay the Basic Rent,
      Escalation Charges and other sums payable hereunder up to the time of such
      termination, and

                                       25
<PAGE>

      thereafter Tenant, until the end of what would have been the Term of this
      Lease in the absence of such termination, and whether or not the Premises
      shall have been relet, shall be liable to Landlord for, and shall pay to
      Landlord, as liquidated current damages, the Basic Rent, Escalation
      Charges and other sums which would be payable hereunder if such
      termination had not occurred, less the net proceeds, if any, of any
      reletting of the Premises, after deducting all expenses in connection with
      such reletting, including, without limitation, all repossession costs,
      brokerage commissions, legal expenses, attorneys' fees, advertising,
      expenses of employees, alteration costs and expenses of preparation for
      such reletting Tenant shall pay such current damages to Landlord monthly
      on the days which the Basic Rent would have been payable hereunder if this
      Lease had not been terminated.

      (d)   At any time after such termination, whether or not Landlord shall
      have collected any such current damages, as liquidated final damages and
      in lieu of all such current damages beyond the date of such demand, at
      Landlord's election, Tenant shall pay to Landlord an amount equal to the
      excess, if any, of the Basic Rent, Escalation Charges and other sums as
      hereinbefore provided which would be payable hereunder from the date of
      such demand (assuming that, for the purposes of this paragraph, annual
      payments by Tenant on account of Taxes and Operating Expenses would be the
      same as the payments required for the immediately preceding Operating Year
      or Tax Year) for what would be the then unexpired Term of this Lease if
      the same had remained in effect, over the then fair net rental value of
      the Premises for the same period.

      (e)   In the case of any Default, re-entry, expiration and dispossession
      by summary proceeding or otherwise, Landlord may (i) relet the Premises or
      any part or parts thereof, either in the name of Landlord or otherwise,
      for a term or terms which may at Landlord's option be equal to or less
      than or exceed the period which would otherwise have constituted the
      balance of the Term of this Lease and may grant concessions or free rent
      to the extent that Landlord considers advisable and reasonably necessary
      to re-let the same and (ii) may make such reasonable alterations, repairs
      and decorations in the Premises as Landlord in its sole judgment considers
      advisable and necessary for the purpose of reletting the Premises; and the
      making of such alterations, repairs and decorations shall not operate or
      be construed to release Tenant from liability hereunder as aforesaid.
      Landlord shall use commercially reasonable efforts to relet the Premises.
      Marketing of the Premises in a manner similar to the manner in which
      Landlord markets other premises in the Building shall be deemed to have
      satisfied Landlord's obligation to use "commercially reasonable efforts."
      In no event shall Landlord be required to (I) solicit or entertain
      negotiations with any other prospective tenants for the Premises until
      Landlord obtains full and complete possession of the Premises, including,
      without limitation, the final and unappealable legal right to re-let the
      Premises free of any claim of tenant, (ii) give preference to reletting
      the Premises over leasing other vacant space in the Building, or (iii)
      lease the Premises, if in Landlord's bona fide business judgment, the
      proposed rent is less than the then current market rental value of the
      Premises.

                                       26
<PAGE>

      Landlord shall in no event be liable in any way whatsoever for failure to
      re-let the Premises, or, in the event that the Premises are re-let, for
      failure to collect the rent under such re-letting. Tenant hereby expressly
      waives any and all rights of redemption granted by or under any present or
      future laws in the event of Tenant being evicted or dispossessed, or in
      the event of Landlord obtaining possession of the Premises, by reason of
      the violation by Tenant of any of the covenants and conditions of this
      Lease.

      (f)   If a Guarantor of this Lease is named in Section 1.2, the happening
      of any of the events described in paragraphs (a)(iv) or (a)(v) of this
      Section 13.1 with respect to the Guarantor shall constitute a Default of
      Tenant hereunder.

      (g)   The specified remedies to which Landlord may resort hereunder are
      not intended to be exclusive of any remedies or means of redress to which
      Landlord may at any time be entitled to lawfully, and Landlord may invoke
      any remedy (including the remedy of specific performance) allowed at law
      or in equity as if specific remedies were not herein provided for. All
      costs and expenses incurred by or on behalf of Landlord (including,
      without limitation, attorneys' fees and expenses) in enforcing its rights
      hereunder and/or occasioned by any Default of Tenant shall be paid by
      Tenant.

13.2  LANDLORD'S DEFAULT. Landlord shall in no event be in default of the
      performance of any of Landlord's obligations hereunder unless and until
      Landlord shall have unreasonably failed to perform such obligation within
      a period of time reasonably required to correct any such default, after
      notice by Tenant to Landlord specifying wherein Landlord has failed to
      perform any such obligations.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

14.1  EXTRA HAZARDOUS USE. Tenant covenants and agrees that Tenant will not do
      or permit anything to be done in or upon the Premises or in or upon the
      Property, or bring in anything or keep anything therein, which shall
      increase the rate of property or liability insurance on the Premises or on
      the Property above the standard rate applicable to premises being occupied
      for Permitted Uses; and Tenant further agrees that, in the event that
      Tenant shall do any of the foregoing, Tenant will promptly pay to
      Landlord, on demand, any such increase resulting therefrom, which shall be
      due and payable as an additional charge hereunder.

14.2  WAIVER. (a) Failure on the part of Landlord or Tenant to complain of any
      action or non-action on the part of the other, no matter how long the same
      may continue, shall never be a waiver by Tenant or Landlord, respectively,
      of any of the other's rights hereunder. Further, no waiver at any time of
      any of the provisions hereof by Landlord or Tenant shall be construed as a
      waiver of any of the other provisions hereof, and a waiver at any time of
      any of the provisions hereof shall not be construed as a waiver at any

                                       27
<PAGE>

      subsequent time of the same provisions. The consent or approval of
      Landlord or Tenant to or of any action by the other requiring such consent
      or approval shall not be construed to waive or render unnecessary
      Landlord's or Tenant's consent or approval to or of any subsequent similar
      act by the other.

      (b)   No payment by Tenant, or acceptance by Landlord, of a lesser amount
      than shall be due from Tenant to Landlord shall be treated otherwise than
      as a payment on account of the earliest installment of any payment due
      from Tenant under the provisions hereof. The acceptance by Landlord of a
      check for a lesser amount with an endorsement or statement thereon, or
      upon any letter accompanying such check, that such lesser amount is
      payment in full, shall be given no effect, and Landlord may accept such
      check without prejudice to any other, rights or remedies which Landlord
      may have against Tenant.

14.3  COVENANT OF QUIET ENJOYMENT. Subject to the terms and provisions of this
      Lease, on payment of the Basic Rent and Escalation Charges and observing,
      keeping and performing all of the other terms and provisions of this Lease
      on Tenant's part to be observed, kept and performed, Tenant shall
      lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises
      during the term hereof, without hindrance or ejection by any persons
      lawfully claiming under Landlord to have title to the Premises superior to
      Tenant. The foregoing covenant of quiet enjoyment is in lieu of any other
      covenant, express or implied.

14.4  LANDLORD'S LIABILITY. (a) Tenant specifically agrees to look solely to
      Landlord's then equity interest in the Property at the time owned, for
      recovery of any judgment from Landlord; it being specifically agreed that
      Landlord (original or successor) shall never be personally liable for any
      such judgment, or for the payment of any monetary obligation to Tenant.
      The foregoing sentence is not intended to, and shall not, limit any right
      that Tenant may otherwise have to obtain injunctive relief against
      Landlord or any successor of Landlord, or to take any action not involving
      the personal liability of Landlord or any successor of Landlord to respond
      in monetary damages from Landlord's assets other than Landlord's equity
      interest in the Property.

      (b)   With respect to any services or utilities to be furnished by
      Landlord to Tenant, Landlord shall in no event be liable for failure to
      furnish the same when prevented from doing so by Force Majeure, strike,
      lockout, breakdown, accident, order or regulation of or by any
      governmental authority, or failure of supply, or inability by the exercise
      of reasonable diligence to obtain supplies, parts or employees necessary
      to furnish such services, or because of war or other emergency, or for any
      cause beyond Landlord's reasonable control, or for any cause due to any
      act or neglect of Tenant or Tenant's servants, agents, employees,
      licensees or any person claiming by, through or under Tenant; nor shall
      any such failure give rise to any claim in Tenant's favor that Tenant has
      been evicted, either constructively or actually, partially or wholly.

                                       28
<PAGE>

      (c)   In no event shall Landlord ever be liable to Tenant for any loss of
      business or any other indirect or consequential damages suffered by Tenant
      from whatever cause.

      (d)   With respect to any repairs or restoration which are required or
      permitted to be made by Landlord, the same may be made during normal
      business hours and Landlord shall have no liability for damages to Tenant
      for inconvenience, annoyance of interruption of business arising
      therefrom. In exercising its rights hereunder, Landlord shall use good
      faith efforts to avoid unreasonable interference with Tenant's use of the
      Premises.

      (e)   In no event shall Landlord be liable for any breach of any term,
      condition or covenant during the Term unless the same shall occur during
      and within the period of time that it is the owner of and in possession of
      the Building. In no event and under no circumstances shall Landlord be
      liable to Tenant for any consequential or special damages in connection
      with any act of Landlord, its agents, employees, invitees or independent
      contractors, or otherwise.

14.5  NOTICE TO MORTGAGEE OR GROUND LESSOR. After receiving written notice from
      any person, firm or other entity that it holds a mortgage or a ground
      lease which includes the Premises, no notice from Tenant to Landlord
      alleging any default by Landlord shall be effective unless and until a
      copy of the same is given to such holder or ground lessor (provided Tenant
      shall have been furnished with the name and address of such holder or
      ground lessor), and the curing of any of Landlord's defaults by such
      holder or ground lessor shall be treated as performance by Landlord.

14.6  ASSIGNMENT OF RENTS AND TRANSFER OF TITLE. (a) With reference to any
      assignment by Landlord of Landlord's interest in this Lease, or the rents
      payable hereunder, conditional in nature or otherwise, which assignment is
      made to the holder of a mortgage on property which includes the Premises,
      Tenant agrees that the execution thereof by Landlord, and the acceptance
      thereof by the holder of such mortgage, shall never be treated as an
      assumption by such holder of any of the obligations of Landlord hereunder
      unless such holder shall, by notice sent to Tenant, specifically otherwise
      elect and that, except as aforesaid, such holder shall be treated as
      having assumed Landlord's obligations hereunder only upon (i) foreclosure
      of such holder's mortgage (but only if such holder shall purchase such
      property at foreclosure), or (ii) the entry and taking of possession of
      the Property by such holder (but only as to matters which shall accrue or
      arise during the period of possession by such holder).

      (b)   In no event shall the acquisition of Landlord's interest in the
      Property by a purchaser which, simultaneously therewith, leases Landlord's
      entire interest in the Property back to the seller thereof be treated as
      an assumption by operation of law or otherwise, of Landlord's obligations
      hereunder, but Tenant shall look solely to such seller-lessee, and its
      successors from time to time in title, for performance of Landlord's
      obligations hereunder. In any such event, this Lease shall be subject and
      subordinate to the lease to such purchaser. For all purposes, such
      seller-lessee, and its successors in title,

                                       29
<PAGE>

      shall be the Landlord hereunder unless and until Landlord's position shall
      have been assumed by such purchaser lessor.

      (c)   Except as provided in paragraph (b) of this Section, in the event of
      any transfer of title to the Property by Landlord, Landlord shall
      thereafter be entirely freed and relieved from the performance and
      observance of all covenants and obligations hereunder which are to be
      performed or observed from and after the date of such transfer.

14.7  RULES AND REGULATIONS. Tenant shall abide by rules and regulations from
      time to time established by Landlord, it being agreed that such rules and
      regulations will be established and applied by Landlord in a
      non-discriminatory fashion, such that all rules and regulations shall be
      generally applicable to other tenants of the Building of similar nature to
      the Tenant named herein. Landlord agrees to use reasonable efforts to
      insure that any such rules and regulations are uniformly enforced, but
      Landlord shall not be liable to Tenant for violation of the same by any
      other tenant or occupant of the Building, or persons having business with
      them. In the event that there shall be any conflict between such rules and
      regulations and the provisions of this Lease, the provisions of this Lease
      shall control. The rules and regulations shall not be amended or modified
      in any manner adversely affecting Tenant's ability to use and occupy the
      Premises for the Permitted Use.

14.8  ADDITIONAL CHARGES. If Tenant shall fail to pay within fifteen (15) days
      of an invoice or notice from Landlord any sums under this Lease designated
      or payable as an additional charge, Landlord shall have the same rights
      and remedies as Landlord has hereunder for failure to pay Basic Rent.

14.9  INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this
      Lease, or the application thereof to any person or circumstance shall, to
      any extent, be invalid or unenforceable, the remainder of this Lease, or
      the application of such term or provision to persons or circumstances
      other than those as to which it is held invalid or unenforceable, shall
      not be affected thereby, and each term and provision of this Lease shall
      be valid and be enforced to the fullest extent permitted by law.

14.10 PROVISIONS BINDING, ETC. Except as herein otherwise provided, the terms
      hereof shall be binding upon and shall inure to the benefit of the
      successors and assigns, respectively, of Landlord and Tenant and, if
      Tenant shall be an individual, upon and to his heirs, executors,
      administrators, successors and assigns. Each term and each provision of
      this Lease to be performed by Tenant shall be construed to be both a
      covenant and a condition. The reference contained to successors and
      assigns of Tenant is not intended to constitute a consent to assignment by
      Tenant, but has reference only to those instances in which Landlord may
      later give consent to a particular assignment as required by those
      provisions of Article VI hereof.

14.11 RECORDING. Tenant agrees not to record this Lease, but each party hereto
      agrees, on the request of the other, to execute a so-called notice of
      lease in form recordable and

                                       30
<PAGE>

      complying with applicable law and reasonably satisfactory to Landlord's
      attorneys. In no event shall such document set forth the rent or other
      charges payable by Tenant under this Lease; and any such document shall
      expressly state that it is executed pursuant to the provisions contained
      in this Lease, and is not intended to vary the terms and conditions of
      this Lease.

14.12 NOTICES. Whenever, by the terms of this Lease, notices, consents or
      approvals shall or may by given either to Landlord or to Tenant, such
      notices, consents or approvals shall be in writing and shall be sent by
      (i) registered or certified mail, return receipt requested, postage and
      handling prepaid or (ii) reputable overnight courier with evidence of
      receipt, postage and handling prepaid or (iii) by hand delivery with
      acknowledgement of receipt:

      If intended for Landlord, addressed to Landlord at Landlord's Original
      Address with a copy addressed to Posternak Blankstein & Lund LLP,
      Prudential Tower, 800 Boylston Street, Boston, MA 02199 Attn: Robert M.
      Schlein, Esq. (or to such other address or addresses within the
      continental United States as may from time to time hereafter by designated
      by Landlord by like notice).

      If intended for Tenant, addressed to Tenant at Tenant's Original Address
      until the Commencement Date and thereafter to the Premises (or to such
      other address or addresses within the continental United States as may
      from time to time hereafter be designated by Tenant by like notice.)

      All such notices shall be effective upon receipt thereof by the Addressee
      provided that the same are received in ordinary course at the address to
      which the same were sent. Provided further however that rejection or
      refusal to accept or inability to deliver because of change of address
      (without proper notice of such change of notice address as required
      hereunder) shall be deemed receipt of the notice sent as of the first day
      of refusal or rejection or the first date of attempted delivery to the
      address specified herein in the case of a change of notice address without
      proper notice of such change of address as aforesaid.

14.13 WHEN LEASE BECOMES BINDING. The submission of this document for
      examination and negotiation does not constitute an offer to lease, or a
      reservation of, or option for, the Premises, and this document shall
      become effective and binding only upon the execution and delivery hereof
      by both Landlord and Tenant. All negotiations, considerations,
      representations and understandings between Landlord and Tenant are
      incorporated herein and this Lease expressly supersedes any proposals or
      other written documents relating hereto. This Lease may be modified or
      altered only by written agreement between Landlord and Tenant, and no act
      or omission of any employee or agent of Landlord shall alter, change or
      modify any of the provisions hereof.

14.14 PARAGRAPH HEADINGS. The paragraph headings throughout this instrument are
      for convenience and reference only, and the words contained therein shall
      in no way be held to explain, modify, amplify or aid in the
      interpretation, construction, or meaning of the provisions of this Lease.

                                       31
<PAGE>

14.15 RIGHTS OF MORTGAGEE OR GROUND LESSOR. This Lease shall be subordinate to
      any mortgage or ground lease from time to time encumbering the Premises,
      whether executed and delivered prior to or subsequent to the date of this
      Lease, if the holder of such mortgage or ground lease shall so elect. If
      this Lease is subordinate to any mortgage or ground lease and the holder
      thereof (or successor) shall succeed to the interest of Landlord, at the
      election of such holder (or successor) Tenant shall attorn to such holder
      and this Lease shall continue in full force and effect between such holder
      (or successor) and Tenant. Tenant agrees to execute such instruments of
      subordination or attornment in confirmation of the foregoing agreement as
      such holder may request. Landlord agrees to use reasonable efforts to
      obtain a so-called non-disturbance agreement from the current holder of
      the financing encumbering the Property on such holder's standard form and
      to obtain such an agreement from the holders of any subsequent financing
      encumbering the Property.

14.16 STATUS REPORT. Recognizing that Landlord may find it necessary to
      establish to third parties, such as accountants, banks, mortgagees, ground
      lessors, or the like, the then current status of performance of Tenant or
      Landlord hereunder, Tenant on the request of Landlord made from time to
      time, will within ten (10) days of any such request promptly furnish to
      Landlord, or the holder of any mortgage or ground lease encumbering the
      Premises, or to any other third party designated by Landlord, as the case
      may be, a statement of the status of any matter pertaining to this Lease,
      including, without limitation, acknowledgment that (or the extent to
      which) each party is in compliance with its obligations under the terms of
      this Lease. Landlord, within ten (10) days after written request from
      Tenant, shall furnish a similar statement to Tenant or any third party
      designated by Tenant.

14.17 SECURITY DEPOSIT. Landlord shall hold the Security Deposit set forth in
      Section 1.2 throughout the Term of this Lease (and beyond such expiration
      as hereafter set forth) as security for the performance by Tenant of all
      obligations on the part of Tenant hereunder. Landlord shall have the right
      from time to time without prejudice to any other remedy Landlord may have
      on account thereof, to apply such deposit, or any part thereof, to
      Landlord's damages arising from, or to cure, any Default. If Landlord
      shall so apply any or all of such deposit, Tenant shall immediately
      deposit with Landlord the amount so applied to be held as security
      hereunder. If there is no the existing default, Landlord shall return the
      deposit, or so much thereof as shall theretofore not have been applied in
      accordance with the terms of this Section 14.17, to Tenant on the date
      which is 45 days after the last to occur of (i) expiration or earlier
      termination of the Term of this Lease or (ii) surrender of possession of
      the Premises by Tenant to Landlord in the condition referenced under this
      Lease or (iii) satisfaction of all of Tenant's obligations to Landlord
      under this Lease. While Landlord holds such deposit, Landlord shall have
      no obligation to pay interest on the same and shall have the right to
      commingle the same with Landlord's other funds. If Landlord conveys
      Landlord's interest under this Lease, the deposit, or any part thereof not
      previously applied, may be turned over by Landlord to Landlord's grantee,
      and, if so turned over, Tenant agrees to look solely to such grantee for
      proper application

                                       32
<PAGE>

      of the deposit in accordance with the terms of this Section 14.17, and the
      return thereof in accordance herewith. The holder of a mortgage shall not
      be responsible to Tenant for the return or application of any such
      deposit, whether or not it succeeds to the position of Landlord hereunder,
      unless such deposit shall have been, received in hand by such holder.

      Tenant shall deposit the Security Deposit with Landlord in the form of a
      Letter of Credit issued by a bank approved by Landlord, in the amount of
      the Security Deposit. Such Letter of Credit shall be in form and substance
      satisfactory to Landlord. Without limiting the generality of the foregoing
      sentence, such Letter of Credit shall name Landlord as its beneficiary,
      permit a transfer of the Letter of Credit without payment in connection
      with a transfer or collateral assignment of Landlord's interest in this
      Lease, have a term of not less than one (1) year, and permit drawing in
      whole or in part upon a Default by Tenant or in the event a substitute
      Letter of Credit complying with this Section 14.17 has not been deposited
      with Landlord not less than thirty (30) days prior to the expiration
      thereof. In the event Landlord shall draw on the Letter of Credit in whole
      or in part, the proceeds of such drawing shall be treated in the manner
      provided in this Section 14.17.

14.18 REMEDYING DEFAULTS. Landlord shall have the right, but shall not be
      required, to pay such sums or to do any act which requires the expenditure
      of monies which may be necessary or appropriate by reason of the failure
      or neglect of Tenant to perform any of the provisions of this Lease, and
      in the event of the exercise of such right by Landlord, Tenant agrees to
      pay to Landlord forthwith upon demand all such sums, together with
      interest thereon at a rate equal to 3% over the prime rate in effect from
      time to time at Citizens Bank of Massachusetts (but in no event greater
      than 18% per annum) as an additional charge. Any payment of Basic Rent,
      Escalation Charges or other sums payable hereunder not paid when due
      shall, at the option of Landlord, bear interest at a rate equal to 3% over
      the prime rate in effect from time to time at Citizen's Bank of
      Massachusetts (but in no event greater than 18% per annum ) from the due
      date thereof and shall be payable forthwith on demand by Landlord, as an
      additional charge.

14.19 HOLDING OVER. Any holding over by Tenant after the expiration or earlier
      termination of the Term of this Lease shall be treated as a daily tenancy
      at sufferance at a rate equal to twice the then fair rental value of the
      Premises but in no event less than twice the sum of (i) Basic Rent and
      (ii) Escalation Charges in effect on the date immediately preceding such
      expiration or earlier termination date. Tenant shall also pay to Landlord
      all damages, direct and/or indirect (including any loss of a tenant or
      rental income) sustained by reason of any such holding over. Otherwise,
      such holding over shall be on the terms and conditions set forth in this
      Lease as far as applicable (except there shall be no options to extend the
      Term if any be contained in this Lease). If such holding over by Tenant
      continues for sixty (60) days or more, the Landlord may, but shall not be
      required to, and only on written notice to Tenant after the expiration of
      the Term hereof, elect to treat such holding over as an extension of the
      Term of this Lease for a period of up to one (1) year, as designated by
      Landlord, such extension to be on the terms and conditions set forth in
      this Section 14.19.

                                       33
<PAGE>

14.20 WAIVER OF SUBROGATION. Landlord and Tenant mutually agree that any
      property damage insurance carried by either shall provide for the waiver
      by the insurance carrier of any right of subrogation against the other,
      and they further mutually agree that, with respect to any damage to
      property, the loss from which is covered by insurance then being carried
      by them, respectively, or required to be carried under this Lease, the one
      carrying such insurance and suffering such loss releases the other of and
      from any and all claims with respect to such loss to the extent of the
      insurance proceeds actually paid with respect thereto.

14.21 SURRENDER OF PREMISES. Upon the expiration or earlier termination of the
      Term of this Lease, Tenant shall peaceably quit and surrender to Landlord
      the Premises in neat and clean condition and in good order, condition and
      repair, together with all alterations, additions and improvements which
      may have been made or installed in, on or to the Premises prior to or
      during the Term of this Lease, excepting only ordinary wear and use and
      damage by fire, other casualty or as the result of eminent domain
      proceedings for which, under other provisions of this Lease, Tenant has no
      responsibility of repair and restoration. Tenant shall remove all of
      Tenant's Removable Property and, to the extent specified by Landlord as a
      condition to Landlord's consent to an alteration or addition, all
      alterations and additions made by Tenant and all partitions wholly within
      the Premises; and shall repair any damage to the Premises or the Building
      caused by such removal. Any Tenant's Removable Property which shall remain
      in the Building or on the Premises after the expiration or termination of
      the Term of this Lease shall be deemed conclusively to have been
      abandoned, and either may be retained by Landlord as its property or may
      be disposed of in such manner as Landlord may see fit, at Tenant's sole
      cost and expense.

14.22 APPROVALS. Tenant shall reimburse Landlord, as additional rent, promptly
      on demand, and in all events within thirty (30) days of notice of demand
      for all reasonable out-of-pocket expenses, including but not limited to
      legal, engineering or other professional services or expenses incurred by
      Landlord in connection with any request(s) by Tenant for consents or
      approvals hereunder.

14.23 BROKERAGE. Tenant warrants and represents that Tenant has dealt with no
      broker in connection with the consummation of this Lease other than
      Trammell Crow Company and Stephen T. Rich of Equis Corporation (the
      "BROKERS"), and in the event of any brokerage claims against Landlord
      predicated upon prior dealings with Tenant, Tenant agrees to defend the
      same and indemnify Manager and Landlord against any such claim (except any
      claim by the Brokers which shall be paid by Landlord pursuant to its
      separate arrangements with Trammell Crow Company). Landlord warrants and
      represents that Landlord has dealt with no broker in connection with the
      consummation of this Lease other than the Brokers, and, in the event of
      any brokerage claims against Tenant predicated upon prior dealings with
      Landlord, Landlord agrees to defend the same and indemnify Tenant against
      any such claim (including any claim by the Brokers).

14.24 SPECIAL TAXATION PROVISIONS. Landlord shall have the right at any time and
      from time to time, to unilaterally amend the provisions of this Lease if
      Landlord is

                                       34
<PAGE>

      advised by its counsel that all or any portion of the monies paid by
      Tenant to Landlord hereunder are, or may be deemed to be, unrelated
      business income within the meaning of the United States Internal Revenue
      Code, or regulation issued thereunder, and Tenant agrees that it will
      execute all documents or instruments necessary to effect such amendment or
      amendments, provided that no such amendment shall result in Tenant having
      to pay in the aggregate more money on account of its occupancy of the
      demised premises under the provisions of this Lease as so amended and
      provided further, that no such amendment or amendments shall result in
      Tenant receiving under the provisions of this Lease less services than it
      is entitled to receive nor services of a lesser quality.

      Anything contained in the foregoing provisions of this Lease (including,
      without limitation, Article VI hereof) to the contrary notwithstanding,
      neither Tenant nor any other person having an interest in the possession,
      use, occupancy or utilization of the Premises shall enter into any lease,
      sublease, license, concession or other agreement for use, occupancy or
      utilization of space in the Premises which provides for rental or other
      payment for such use, occupancy or utilization based, in whole or in part,
      on the net income or profits derived by any person from the premises
      leased, used, occupied or utilized (other than an amount based on a fixed
      percentage or percentages of receipts or sales), and any other agreements
      shall be absolutely void and ineffective as a conveyance of any right or
      interest in the possession, use, occupancy or utilization of any part of
      the Premises.

14.25 HAZARDOUS MATERIALS. Tenant shall not (either with or without negligence)
      cause or permit the escape, disposal, release or threat of release of any
      biologically or chemically active or other Hazardous Materials (as said
      term is hereafter defined) on, in, upon or under the Property or the
      Premises. Tenant shall not allow the generation, storage, use or disposal
      of such Hazardous Materials in any manner prohibited by law, nor allow to
      be brought into the Property any such Hazardous Materials except for use
      in the ordinary course of Tenant's business, and then only after written
      notice is given to Landlord of the identity of such Hazardous Materials.
      HAZARDOUS MATERIALS shall include, without limitation, any material or
      substance which is (i) petroleum, (ii) asbestos, (iii) designated as a
      "hazardous substance" pursuant to Section 311 of the Federal Water
      Pollution Control Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section
      1321) or listed pursuant to Section 307 of the Federal Water Pollution
      Control Act (33 U.S.C. Section 1317), (iv) defined as a "hazardous waste"
      pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
      U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (v) defined as a
      "hazardous substance" pursuant to Section 101 of the Comprehensive
      Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section
      9601 et seq. (42 U.S.C. Section 9601), as amended, or (vi) defined as
      "oil" or a "hazardous waste", a "hazardous substance", a "hazardous
      material" or a "toxic material" under any other law, rule or regulation
      applicable to the Property, including, without limitation, Chapter 21E of
      the Massachusetts General Laws, as amended. If any lender or governmental
      agency shall ever require testing to ascertain whether or not there has
      been any release of Hazardous Materials, then the reasonable costs thereof
      shall be reimbursed by Tenant to Landlord upon demand as additional
      charges but only if such requirement applies to the Premises or may be the
      result of the

                                       35
<PAGE>

      acts or omissions of Tenant. In addition, Tenant shall execute affidavits,
      representations and the like, from time to time, at Landlord's request
      concerning Tenant's best knowledge and belief regarding the presence of
      Hazardous Materials on the Premises. In all events, Tenant shall indemnify
      and save Landlord harmless from any release or threat of release or the
      presence or existence of Hazardous Materials on the Premises occurring
      while Tenant is in possession, or elsewhere on the Property if caused by
      Tenant or persons acting under Tenant. The covenants and indemnity set
      forth in this Section 14.25 shall survive the expiration or earlier
      termination of the Term of this Lease. Landlord expressly reserves the
      right to enter the Premises to perform regular inspections and testing
      with respect to the presence, existence, release or threat of release of
      Hazardous Materials.

      Landlord represents that to the best of its knowledge there are no
      Hazardous Materials in reportable concentrations or quantities in, on or
      under the Property.

14.26 FINANCIAL STATEMENTS. Within ten (10) days after Landlord has made a
      written request, Tenant agrees to deliver to Landlord a complete financial
      statement certified by an independent certified public accounting firm.
      The requirement of the immediately preceding sentence is hereby waived so
      long as Tenant's stock is publicly traded on a national stock exchange and
      its financial filings are publicly available. Tenant agrees to maintain
      accounting controls and books of account, in form adequate for auditing
      purposes, in accordance with generally accepted accounting principles
      consistently applied.

14.27 RELOCATION. Intentionally Omitted.

14.28 GOVERNING LAW. This Lease shall be governed exclusively by the provisions
      hereof and by the laws of the Commonwealth of Massachusetts.

14.29 TIME OF THE ESSENCE. Landlord and Tenant each agree that time is of the
      essence to each and every term and provision of this Lease.

14.30 AUTHORITY FOR EXECUTION. The person executing this Lease on behalf of
      Tenant hereby covenants and warrants that he or she was duly authorized to
      so execute this Lease and that this Lease is the valid and binding
      obligation of Tenant.

14.31 OPTION TO EXTEND. Tenant shall have the right and option, which said
      option and right shall not be severed from this Lease or separately
      assigned, mortgaged or transferred, to extend the Initial Term for one (1)
      additional period of five (5) years (hereinafter referred to as the
      "EXTENSION PERIOD"), provided that (a) Tenant shall give Landlord notice
      of Tenant's exercise of such option at least twelve (12) full calendar
      months prior to the expiration of the Initial Term and (b) no Default
      shall exist at the time of giving each applicable notice and the
      commencement of the applicable Extension Period and (c) the original
      Tenant, named herein is occupying the Premises both at the time of giving
      the each applicable notice and at the time of commencement of each such
      Extension Period. Except for the amount of Basic Rent (which is to be
      determined as

                                       36

<PAGE>

      hereinafter provided), all the terms, covenants, conditions, provisions
      and agreements in the Lease contained shall be applicable to the
      additional periods through which the Term of this Lease shall be extended
      as aforesaid, except that there shall be no further options to extend the
      Term nor shall Landlord be obligated to make or pay for any improvements
      to the Premises nor pay any inducement payments of any kind or nature. If
      Tenant shall give notice of its exercise of each such option to extend in
      the manner and within the time period provided aforesaid, the Term of this
      Lease shall be extended upon the giving of each such notice without the
      requirement of any further documentation on the part of either Landlord or
      Tenant except that the parties agree to execute an amendment to this Lease
      reflecting such extension promptly after the Basic Rent has been
      determined.

      If Tenant shall fail to give timely notice of the exercise of any such
      option as aforesaid, Tenant shall have no right to extend the Term of this
      Lease, time being of the essence of the foregoing provisions.

      The Basic Rent payable for the Extension Period shall be the greater of
      (a) the Basic Rent for the last year of the Initial Term, or (b) the Fair
      Market Rental Value (as said term is hereinafter defined) as of
      commencement of the Extension Period. "FAIR MARKET RENTAL VALUE" shall be
      computed in each instance as of the beginning of the Extension Period at
      the then current annual rental charges, including provisions for
      subsequent increases and other adjustments, for extensions of existing
      leases then currently being negotiated or executed in comparable space
      located in the Building. If no new leases are then currently being
      negotiated or executed in the Building, Fair Market Rental Value shall be
      determined by reference to new leases then currently being negotiated or
      executed for comparable space located in comparable buildings in the
      Suburban Boston office market. In determining Fair Market Rental Value,
      the following factors, among others, shall be taken into account and given
      effect: size of the premises, escalation charges then payable under the
      Lease, location of the premises, location of the building, allowances or
      lack of allowances (if any) lease term, appurtenant rights, condition of
      Premises and any other rights or concessions being granted under such
      leases. In no event shall the Basic Rent payable with respect to any Lease
      Year during the Extension Period be less than the Basic Rent payable
      during the last Lease Year of the Initial Term. When the Fair Market
      Rental Value has been determined, each party shall at the request of the
      other, execute a certificate confirming the Fair Market Rental Value as it
      is determined in accordance with the provisions of this Section 14.31.

      Dispute as to Fair Market Value. Landlord shall initially designate the
      Fair Market Rental Value and shall furnish data in support of such
      designation within thirty (30) days of receipt of Tenant's notice to
      extend the Term. If Tenant disagrees with Landlord's designation of the
      Fair Market Rental Value, Tenant shall have the right, by written notice
      given to Landlord within thirty (30) days after Tenant has been notified
      of Landlord's designation, to submit such Fair Market Rental Value to
      arbitration as follows: If Tenant disagrees with Landlord's designation of
      the Fair Market Rental Value, Tenant shall by notice given to Landlord
      within thirty (30) days after Tenant has been notified of Landlord's
      designation, submit such Fair Market Rental Value to arbitration and name

                                       37

<PAGE>

      Tenant's proposed arbitrator. Within fifteen (15) days after receiving a
      notice of initiation of arbitration, Landlord shall appoint its own
      arbitrator by notifying Tenant of its arbitrator. If the second arbitrator
      shall not have been so appointed within such fifteen (15) day period, the
      Fair Market Rental Value of the Premises shall be determined by Tenant's
      arbitrator. If the second arbitrator shall have been so appointed, the two
      arbitrators thus appointed shall make their own determination of Fair
      Market Rental Value and meet and confer in an effort to reconcile their
      respective determinations. If, within thirty (30) days after the
      appointment of the second arbitrator, the two arbitrators have not reached
      agreement, the two arbitrators shall, within ten (10) days after the
      expiration of such thirty (30) day period, appoint a third arbitrator. If
      the two initial arbitrators are unable timely to agree on the third
      arbitrator, then either may, on behalf of both, request such appointment
      by the Greater Boston Real Estate Board, or its successor, or, on its
      failure, refusal or inability to act, by a court of competent
      jurisdiction. The third arbitrator shall conduct its own independent
      investigation of the applicable Fair Market Rental Value, and shall be
      instructed not to advise either party of its determination, except as
      follows: when the third arbitrator has made its determination (which shall
      be completed within fifteen (15) days after the appointment of the third
      arbitrator), it shall advise Landlord and Tenant and establish a date, at
      least five (5) days after the giving of notice by such third arbitrator to
      Landlord and Tenant, on which it will disclose its determination. Such
      meeting shall take place in Landlord's office unless otherwise mutually
      agreed by the parties. The third arbitrator shall place its determination
      in a sealed envelope. Landlord's arbitrator and Tenant's arbitrator shall
      each set forth their determination (each stated in a single "per rentable
      square foot per annum (or month)" figure) on a separate piece of paper,
      initial the same, and place them in sealed envelopes. Each of the three
      envelopes shall be marked with the name of the party whose determination
      is inside the envelope. In the presence of the third arbitrator, the
      determination of the Fair Market Rental Value by Landlord's arbitrator and
      Tenant's arbitrator shall be opened and examined. If the higher of the two
      determinations submitted by Landlord's arbitrator and Tenant's arbitrator
      is one hundred and five percent (105%) or less of the amount set forth in
      the lower determination, the average of the two determinations shall be
      the Fair Market Rental Value, the envelope containing the determination by
      the third arbitrator shall be destroyed and the third arbitrator shall be
      instructed not to disclose its determination. If either party's envelope
      is blank, or does not set forth a determination, the determination of the
      other party shall prevail and be treated as the Fair Market Rental Value.
      If the higher of the two determinations is more than one hundred and five
      percent (105%) of the amount of the other determination, the envelope
      containing the third arbitrator's determination shall be opened, and the
      Fair Market Rental Value shall, in such event, be the rent proposed by
      either Landlord's arbitrator or Tenant's arbitrator which is closest to
      the determination of the third arbitrator; if the two are equidistant from
      the third arbitrator, the Fair Market Rental Value shall be equal to the
      third arbitrator's determination. All arbitrators shall be real estate
      appraisers with at least ten (10) years' experience dealing with like
      types of properties in the Framingham/Natick area. If the dispute between
      the parties as to a Fair Market Rental Value has not been resolved before
      the commencement of tenant's obligation to pay rent based upon such Fair
      Market Rental Value, then Tenant shall pay

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<PAGE>

      Basic Rent and other charges under the Lease in respect of the Premises in
      the amounts which were applicable to the twelve (12) month period
      immediately prior to the applicable Extension Period until either the
      agreement of the parties as to the Fair Market Value designated by
      Landlord, or the decision of the arbitrators, as the case may be, at which
      time Tenant shall pay any underpayment of Basic Rent and other charges to
      Landlord.

      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed, under seal, by persons hereunto duly authorized, in multiple copies,
each to be considered an original hereof, as of the date first set forth above.

                                  LANDLORD

                                  492 OCP, LLC

                                        By: MARIC OCP, LLC
                                            Its Manager

                                        By: /s/ Mark H. Rubin
                                        ----------------------
                                            Mark H. Rubin
                                            Its Manager

                                  TENANT

                                  MOLDFLOW CORPORATION

                                  By: /s/ A. Rolard Thomas
                                  ----------------------------
                                      Name:  A. Rolard Thomas
                                      Title: CEO

                                       39

<PAGE>

                                    EXHIBIT A
                                PLAN OF PREMISES

                                       40

<PAGE>

                                    EXHIBIT B
                                 LANDLORD'S WORK

Landlord will provide a turnkey build out utilizing Landlord's building standard
methods and materials according to the attached plan SK-3 dated 11/29/04. All
Architectural and Engineering will be at Landlord's cost. Landlord will not
charge any construction management fees. Additionally, Landlord will, as part of
the turnkey build out, include the following items: Demolition (per Plans),
plumbing (demo one sink, install 2 new sinks, "demo room" glass door and two
side lights, removal and reinstallation of window for loading drywall, and the
following over standard millwork using building standard materials - 12 lineal
feet (LF) base cabinet in board room, 10' LF base cabinet in conference room,
12' LF base and upper cabinet in the copy room, 12' LP base and upper cabinet in
pantry, 8' LF base and upper cabinet in mail/copy room, 8' LF base cabinet at
coffee service. Landlord shall provide Tenant with a $3,500 allowance for
reception area upgrades, whereby Tenant shall select items and/or materials
whose cost shall not exceed the allowance amount, and which such items shall be
installed by Landlord in Tenant's reception area.

                                       41
<PAGE>

                                    EXHIBIT C
                                BUILDING SERVICES

1.    Heating and Cooling. Landlord shall supply, on Business Days from 8:00
      a.m. to 6:00 p.m., and from 8:00 a.m. to 1:00 p.m. on Saturdays heating
      and cooling as normal seasonal changes may require to provide reasonably
      comfortable space temperature and ventilation for occupants of the
      Premises under normal business operation at an occupancy of not more than
      one person per 150 square feet of Premises Rentable Area and an electrical
      load not exceeding 3.0 watts per square foot of Premises Rentable Area. If
      Tenant shall require air conditioning, heating or ventilation outside the
      hours and days above specified, Landlord may furnish such service and
      Tenant shall pay therefor such charges as may from time to time be in
      effect. The rate in effect as of the date of this Lease shall be $55.00
      per hour, and shall be subject to increase or decrease thereafter to
      reflect increases or decreases thereafter in the cost to Landlord of
      furnishing such service. In the event Tenant introduces into the Premises
      personnel or equipment which overloads the capacity of the Building system
      or in any other way interferes with the system's ability to perform
      adequately its proper functions, supplementary systems may, if and as
      needed, at Landlord's option, be provided by Landlord, at Tenant's
      expense.

2.    Cleaning.

      A.    Office Area

            Daily on Business Days:

            1.    Empty and clean all waste receptacles and remove waste
                  material from the Premises; wash receptacles as necessary.

            2.    Sweep and dust mop all hard floor surfaces using a dust
                  treated mop.

            3.    Vacuum all rugs and carpeted areas.

            4.    Hand dust and wipe clean with treated cloths all horizontal
                  surfaces including furniture, office equipment, window sills,
                  door ledges, chair rails, and convector tops, within normal
                  reach.

            5.    Wash clean all water fountains.

            6.    Wipe clean all brass and other bright work.

            7.    Hand dust all grill work within normal reach.

            8.    Upon completion of cleaning, all lights will be turned off and
                  doors locked, leaving the Premises in an orderly condition.

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<PAGE>

            Weekly

            1.    Dust coat racks, and the like.

            2.    Remove all finger marks from private entrance doors, light
                  switches and doorways.

            Quarterly

            Render high dusting not reached in daily cleaning to include:

            1.    Dusting all pictures, frames, charts, graphs, and similar wall
                  hangings.

            2.    Dusting all vertical surfaces, such as walls, partitions,
                  doors, and ducts.

            3.    Dusting all pipes, ducts and high moldings.

            4.    Dusting all venetian blinds.

      B.    Lavatories

            Daily on Business Days:

            1.    Sweep and damp mop floors.

            2.    Clean all mirrors, powder shelves, dispensers and receptacles,
                  bright work, flushometers, piping, and toilet seat hinges.

            3.    Wash both sides of all toilet seats.

            4.    Wash all basins, bowls, and urinals.

            5.    Dust and clean all powder room fixtures.

            6.    Empty and clean paper towel and sanitary disposal receptacles.

            7.    Remove waste paper and refuse.

            8.    Refill tissue holders, soap dispensers, towel dispensers,
                  vending sanitary dispensers; materials to be furnished by
                  Landlord.

            9.    A sanitizing solution will be used in all lavatory cleaning.

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<PAGE>

            Monthly

            1.    Machine scrub common area lavatory floors.

            2.    Wash all partitions and tile walls in lavatories.

      C.    Main Lobby. Elevators. Building Exterior and Corridors

            Daily on Business Days:

            1.    Sweep and wash all floors.

            2.    Wash all rubber mats.

            3.    Clean elevators, wash or vacuum floors, wipe down walls in
                  corridors.

            4.    Spot clean any metal work inside lobby.

            5.    Spot clean any metal work surrounding Building Entrance doors.

            Monthly

      All resilient tile floors in public areas to be treated equivalent to
      spray buffing.

      D.    Window Cleaning

            Windows of exterior walls will be washed annually. Windows of atrium
            will be washed as required.

      E.    Tenant requiring services in excess of those described above shall
            request same through Landlord, at Tenant's expense.

3.    Electrical Service.

            A. Landlord shall supply electricity to the Premises to meet a
      requirement not to exceed 3.0 watts per square foot of Premises Rentable
      Area for lighting and for office machines through standard receptacles for
      standard single-phase 120 volt alternating current. Tenant agrees in its
      use of the Premises not to exceed such requirement and that its total
      connected lighting load will not exceed the maximum from time to time
      permitted under applicable governmental regulations. Landlord shall
      purchase and install, at Tenant's expense (other than those in place as of
      the Commencement Date), all lamps, tubes, bulbs, starters and ballasts.
      Tenant shall pay all charges for electricity used or consumed in the
      Premises. Landlord shall bear the cost of installation, repair and
      maintenance of any electric meter to be used or installed in the Premises.
      In order to assure that the foregoing requirements are not exceeded and to
      avert any possible adverse

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<PAGE>

      affect on the Building's electric system, Tenant shall not, without
      Landlord's prior written consent, which consent shall not be unreasonably
      withheld or delayed, connect any fixtures, appliances or equipment to the
      Building's electric distribution system other than typewriters, pencil
      sharpener, adding machines, handheld or desk top calculators, dictaphones,
      clocks, personal computers and radios.

            Tenant shall pay the Tenant's Electrical Charge for such service.
      Except as herein specifically set forth, the Tenant's Electrical Charge
      shall be unaffected by the extent of use of such service by Tenant and is
      deemed to be included as rental under this Lease payable as and when
      provided in Section 3.1 of this Lease. If Landlord reasonably determines,
      from time to time, that the cost to Landlord of electricity allocable to
      Tenant's use, demand and/or consumption of electricity (or Tenant's future
      use, demand and/or consumption of electricity as reasonably projected by
      Landlord) consistently exceeds, or is projected by Landlord to
      consistently exceed, the Tenant's Electrical Charge (any such use, demand
      or consumption of electricity by Tenant being hereinafter referred to as
      "EXCESS ELECTRICITY USE"), Landlord may, at its option, give written
      notice thereof to Tenant (any such notice being hereinafter referred to as
      an "EXCESS ELECTRICITY NOTICE") which notice shall specify the amount by
      which Landlord estimates that Landlord's cost of such Excess Electricity
      Use exceeds the Tenant's Electrical Charge (any such excess cost being
      hereinafter referred to as an "EXCESS ELECTRICITY USE CHARGE"). The Excess
      Electricity Use Charge specified in such Excess Electricity Notice shall
      be due and payable as additional rent as hereinafter provided. Any Excess
      Electricity Use Charge allocable to a period prior to the date of giving
      an Excess Electricity Notice shall, at the option of Landlord, be payable
      as additional rent within thirty (30) days after written demand is made
      therefor by Landlord. Excess Electricity Use Charges allocable to any
      period after the date of giving an Excess Electricity Notice shall be due
      and payable as additional rent monthly in advance in equal monthly
      installments for the balance of the Term of this Lease on the first day of
      each calendar month during the Term of this Lease with the first such
      installment being due and payable on the first day of the first full
      calendar month following the date of giving any such Excess Electricity
      Notice.

            B. Landlord will determine Excess Electricity Use at Landlord's
      option, as follows: (i) by installing submeter(s) and/or check meter(s)
      and related wiring and equipment in the Premises at Landlord's expense
      and/or (ii) by estimating Excess Electricity Use in the Premises, such
      estimates to be prepared by an independent electrical engineer engaged by
      Landlord and Landlord shall pay the costs of hiring such engineer) and/or
      (iii) by any other reasonably reliable method selected by Landlord to
      estimate and/or calculate Excess Electricity Use. Excess Electricity Use
      Charges shall be established by Landlord based upon Excess Electricity Use
      established as aforesaid and based upon Landlord's estimate of the
      additional cost of such electricity to Landlord over and above the
      Tenant's Electrical Charge and any then existing Excess Electricity Use
      Charges in effect. The cost of such electric submeter(s) as well as the
      cost of installation, repair and replacement of any such additional
      electrical submeter(s) shall be borne by Tenant. Payments due Landlord
      from Tenant under the terms of this Section shall be

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<PAGE>

      deemed to be included within the term "Escalation Charges". Landlord shall
      have the right, at any time, during the Term of this Lease and as often as
      it may elect to determine whether Tenant is incurring Excess Electricity
      Use and to assess Excess Electricity Use Charges as aforesaid. Following
      any such period when Tenant's electricity consumption and/or needs no
      longer exceed the Tenant's Electrical Charge, Tenant shall provide notice
      to that effect to Landlord and Landlord shall redetermine Tenant's Excess
      Electricity Use Charge, but Landlord shall not be required to redetermine
      Tenant's Excess Electricity Use more than once in any twelve (12) month
      period.

            C. If Tenant shall require, demand, use or consume electricity in
      excess of the quantity, voltage or connected load specified in paragraph
      3A of this Exhibit D or outside the days or hours specified in said
      paragraph 3A (a) Tenant shall, within thirty (30) days after demand,
      reimburse Landlord, for the cost of such excess electricity. Further, if
      (i) in Landlord's reasonable judgment, Landlord's facilities are
      inadequate for such excess requirements, or (ii) such excess use shall
      result in an additional burden on the Building's utility systems or
      additional cost on account thereof, as the case may be, Tenant shall,
      within thirty (30) days after demand, reimburse Landlord for all
      additional costs related thereto. Further, if Tenant requires electricity
      in excess of the quantity, voltage or connected load specified in
      paragraph 3A of this Exhibit D, Landlord, upon written request from
      Tenant, and at the sole cost and expense of Tenant, will furnish and
      install such additional wire, conduits, feeders, switchboards and
      appurtenances as Landlord may reasonably require to supply such additional
      requirements of Tenant (if electricity therefor is then available to
      Landlord without affecting the Building or Landlord's plans therefor);
      provided that Landlord shall have no obligation to furnish any such excess
      electricity unless the same shall be permitted by applicable law and
      insurance regulations and shall not cause or threaten permanent damage or
      injury to the Building or the Premises or cause or create a dangerous or
      hazardous condition or entail excessive or unreasonable alterations or
      repairs or interfere with, or disturb other tenants or occupants of, the
      Building or interfere with Landlord's plans for the Building.

            D. Landlord reserves the right to curtail, suspend, interrupt and/or
      stop the supply of water, sewage, electrical current, cleaning, and other
      services, and to curtail, suspend, interrupt and/or stop use of entrances
      and/or lobbies serving access to the Building, without thereby incurring
      any liability to Tenant, when necessary by reason of accident or
      emergency, or for repairs, alterations, replacements or improvements in
      the reasonable judgment of Landlord desirable or necessary, or when
      prevented from supplying such services or use by strikes, lockouts,
      difficulty of obtaining materials, accidents or any other cause beyond
      Landlord's control, or by laws, orders or inability, by exercise of
      reasonable diligence, to obtain electricity, water, gas, steam, coal, oil
      or other suitable fuel or power. No diminution or abatement of rent or
      other compensation, nor any direct; indirect or consequential damages
      shall or will be claimed by Tenant as a result of, nor shall this Lease or
      any of the obligations of Tenant be affected or reduced by reason of, any
      such interruption, curtailment, suspension or stoppage in the furnishing
      of the foregoing services or use, irrespective of the cause thereof.
      Failure or omission on the part of Landlord to furnish any of the
      foregoing services or use shall not be construed as

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<PAGE>

      an eviction of Tenant, actual or constructive, nor entitle Tenant to an
      abatement of rent, nor to render the Landlord liable in damages, nor
      release Tenant from prompt fulfillment of any of its covenants under this
      Lease.

4.    Other Services.

      Landlord shall also provide:

            A. Passenger elevator service from the existing passenger elevator
      system in common with Landlord and other tenants in the Building.

            B. Hot water for lavatory purposes and cold water (at temperatures
      supplied by the municipality in which the Property is located) for
      drinking, lavatory and toilet purposes. If Tenant uses water for any
      purpose other than for ordinary lavatory and drinking purposes, Landlord
      may assess a reasonable charge for the additional water so used, or
      install a water meter and thereby measure Tenant's water consumption for
      all purposes. In the latter event, Tenant shall pay the cost of the meter
      and the cost of installation thereof and shall keep such meter and
      installation equipment in good working order and repair. Tenant agrees to
      pay for water consumed, as shown on such meter, together with the sewer
      charge based on such meter charges, as and when bills are rendered, and if
      Tenant defaults in making such payment, Landlord may pay such charges and
      collect same from Tenant as an additional charge.

            C. Free access to the Premises on Business Days from 8:00 a.m. to
      6:00 p.m. and Saturday from 8:00 a.m., to 1 p.m., subject to restrictions
      based on emergency conditions and restricted access at all other times
      under conditions imposed to provide security for the Building, and all
      other applicable provisions of this Lease including, without limitation,
      the provisions of Section 7.4 hereof. Notwithstanding the foregoing,
      Landlord shall provide Tenant with keycard access to the Building on a
      twenty-four hour, seven day a week, fifty-two week a year basis.

            D. Maintenance of the exterior of the Building, landscaping and lawn
      care and ice and snow removal from exterior steps, walkways, parking areas
      and driveways.

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<PAGE>

                                    EXHIBIT D
                               OPERATING EXPENSES

Without limitation, Operating Expenses shall include:

1.    All expenses incurred by Landlord or Landlord's agents which shall be
      directly related to employment of personnel, including amounts incurred
      for wages, salaries and other compensation for services, payroll, social
      security, unemployment and similar taxes, workman's compensation
      insurance, disability benefits, pensions, hospitalization, retirement
      plans and group insurance, uniforms and working clothes and the cleaning
      thereof, and expenses imposed on Landlord or Landlord's agents pursuant to
      any collective bargaining agreement for the services of employees of
      Landlord or Landlord's agents in connection with the operation, repair,
      maintenance, cleaning, management and protection of the Property, and its
      mechanical systems including, without limitation, day and night
      supervisors, property manager, accountants, bookkeepers, janitors,
      carpenters, engineers, mechanics, electricians and plumbers and personnel
      engaged in supervision of any of the persons mentioned above; provided
      that, if any such employee is also employed on other property of Landlord,
      such compensation shall be suitably prorated among the Property and such
      other properties.

2.    The cost of services, utilities, materials and supplies furnished or used
      in the operation, repair, maintenance, cleaning, management and protection
      of the Property, including without limitation fees, if any, imposed upon
      Landlord, or charged to the Property, by the state or municipality in
      which the Property are located on account of the need of the Property for
      increased or augmented public safety services.

3.    The cost of replacements for tools and other similar equipment used in the
      repair, maintenance, cleaning and protection of the Property, provided
      that, in the case of any such equipment used jointly on other property of
      Landlord, such costs shall be suitably prorated among the Property and
      such other properties.

4.    A fee for the management of the Property, not to exceed five percent (5%)
      of the gross revenues of the Property, including, without limitation, all
      rent and other charges paid by tenants in the Building, together with the
      cost of reasonable legal and other professional fees relating to the
      Property, but excluding such fees and commissions paid in connection with
      services rendered for securing or renewing leases and for matters not
      related to the normal administration and operation of the Property.

5.    Premiums for insurance against damage or loss to the Building from such
      hazards as shall from time to time be generally required by institutional
      mortgagees in the Boston area for similar properties, including, but not
      limited to insurance covering loss of rent attributable to any such
      hazards, and public liability insurance.

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<PAGE>

6.    If, during the Term of this Lease, Landlord shall make a capital
      expenditure (i) required as a result of a change in any Requirement after
      the date of this Lease, or (ii) for the purpose of reducing Operating
      Expenses, there shall be included in such Operating Expenses for the
      Operating Year in which it was made, and in Operating Expenses for each
      succeeding Operating Year, an annual charge-off of such capital
      expenditure. The annual charge-off shall be determined by dividing the
      original capital expenditure plus an interest factor, reasonably
      determined by Landlord, as being the interest rate then being charged for
      long-term mortgages, by institutional lenders on like properties within
      the locality in which the Building is located, by the number of years of
      useful life of the capital expenditure, and the useful life shall be
      determined reasonably by Landlord in accordance with generally accepted
      accounting principles and practices in effect at the time of making such
      expenditure.

7.    Costs for electricity, water and sewer use charges, and other utilities
      supplied to the Property and not paid for directly by tenants.

8.    Amounts paid to independent contractors for services, materials and
      supplies furnished for the operation, repair, maintenance, cleaning and
      protection of the Property.

Operating Expenses shall not include the following:

1.    Painting, redecorating or other work which Landlord performs for any other
      Tenant or prospective Tenant of the Building other than painting,
      redecorating or other work which is standard for the Building and
      performed for tenants subsequent to their initial occupancy.

2.    Any cost for services provided to specific tenants (rather than generally
      to all tenants in the Building) (such as repairs, improvements,
      electricity, special cleaning or overtime services) to the extent Landlord
      is directly reimbursed by such other tenants (excluding Tenant).

3.    Leasing commissions and expenses of procuring tenants, including marketing
      costs, finders' fees, attorney's fees, lease concessions and lease
      take-over obligations.

4.    Depreciation.

5.    Interest on and amortization of debt for financing or refinancing.

6.    Taxes of any nature, including real estate taxes and interest and
      penalties for late payment of taxes.

7.    Rent payable under any ground lease to which this Lease is subject.

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<PAGE>

8.    Costs and expenses of enforcing leases against tenants, including legal
      fees, costs and disbursements and other expenses incurred in connection
      with negotiations or disputes with tenants, other occupants, prospective
      tenants or other occupants.

9.    Expenses resulting from any violation by Landlord of the terms of any
      lease of space in the building or of any ground or underlying lease or
      mortgage to which this lease is subordinate.

10.   Landlord's general administrative overhead expenses or salaries of
      officers and executives of Landlord not connected with the operation of
      the Property or above the grade of property manager unless and to the
      extent such person is directly involved in the day to day operation of the
      Property.

11.   Architectural, engineering and legal fees incurred in connection with
      leasing costs or preparing space for new tenants, leasing fees or
      commissions and advertising costs.

12.   Interest or mortgage charges with respect to financing encumbering the
      Property.

13.   Costs of reconstruction or other work incurred in connection with any fire
      or other casualty insured or required to be insured against hereunder.

14.   Charitable or political contributions.

15.   Repairs or other work occasioned by (i) earthquake, fire, windstorm, or
      other casualty of the type which Landlord has insured or is required to
      insure pursuant to the terms of this Lease or for which Landlord is
      entitled to reimbursement, whether or not collected, from third parties,
      or (ii) the exercise of the right of eminent domain.

                                       50