(ad)    Negative Covenants.  Without the prior written consent of 
Landlord in each case, neither Tenant nor any of its 
Subsidiaries shall: 
 
(i)     Liens.  Create, incur, assume or suffer to exist any 
Lien, upon or with respect to any of its properties, now 
owned or hereafter acquired; provided, however, that the 
following shall be permitted except to the extent that they 
would encumber any interest in the Leased Property in 
violation of other provisions of this Lease or would encumber 
Collateral covered by the Pledge Agreement:
 
a)      Liens for taxes or assessments or other government 
charges or levies if not yet due and payable or if they 
are being contested in good faith by appropriate 
proceedings and for which appropriate reserves are 
maintained;
 
b)      Liens that secure obligations incurred in the 
ordinary course of business, that are not past due for 
more than thirty (30) days (or that are being contested 
in good faith by appropriate proceedings and for which 
appropriate reserves have been established) and that:
 
(1)     are imposed by law, such as mechanic's, 
materialmen's, landlord's, warehousemen's and 
carrier's Liens, and other similar Liens; or
 
(2)     encumber only equipment or other tangible 
personal property and any proceeds thereof 
(including Liens created by equipment leases) and 
are imposed to secure the payment of the purchase 
price or other direct costs of acquiring the 
equipment or other tangible personal property they 
encumber;
 
c)      Liens under workmen's compensation, unemployment 
insurance, social security or similar legislation 
(other than ERISA);
 
d)      Liens, deposits or pledges to secure the performance 
of bids, tenders, contracts (other than contracts for 
the payment of money), leases, public or statutory 
obligations, surety, stay, appeal, indemnity, 
performance or other similar bonds, or other similar 
obligations arising in the ordinary course of business;
 
e)      judgment and other similar Liens arising in 
connection with court proceedings; provided that the 
execution or other enforcement of such Liens is 
effectively stayed and the claims secured thereby are 
being actively contested in good faith and by 
appropriate proceedings;
 
f)      easements, rights-of-way, restrictions and other 
similar encumbrances which, in the aggregate, do not 
materially interfere with the occupation, use and 
enjoyment by Tenant or any such Subsidiary of the 
property or assets encumbered thereby in the normal 
course of its business or materially impair the value 
of the property subject thereto;
 
g)      Liens securing obligations of such a Subsidiary to 
Tenant or to another such Subsidiary;
 
h)      Liens incurred after the date of this Lease given to 
secure the payment of the purchase price or other 
direct costs incurred in connection with the 
acquisition, construction, improvement or 
rehabilitation of assets, including Liens existing on 
such assets at the time of acquisition thereof or at 
the time of acquisition by Tenant or a Subsidiary of 
any business entity (including a Subsidiary) then 
owning such assets, whether or not such existing Liens 
were given to secure the payment of the purchase price 
of the assets to which they attach, provided that (i) 
except in the case of Liens existing on assets at the 
time of acquisition of a Subsidiary then owning such 
assets, the Lien shall be created within six (6) months 
of the later of the acquisition of, or the completion 
of the construction or improvement in respect of, such 
assets and shall attach solely to such assets, and (ii) 
except in the case of Liens existing on assets at the 
time of acquisition of a Subsidiary then owning such 
assets, at the time such Liens are imposed, the 
aggregate amount remaining unpaid on all Debt secured 
by Liens on such assets whether or not assumed by 
Tenant or a Subsidiary shall not exceed an amount equal 
to seventy-five percent (75%) of the lesser of the 
total purchase price or fair market value, at the time 
such Debt is incurred, of such assets;
 
i)      existing mortgages and deeds of trust as of the date 
of this Lease;
 
j)      Liens created by any real property lease (including 
this Lease), or related documents (including the 
Purchase Agreement and other separate purchase 
agreements), that require Tenant or its Subsidiaries to 
purchase or cause another to purchase any interest in 
the property covered thereby and thus guarantee a 
minimum residual value of the property to the landlord; 
provided, that the value of all such leases (including 
this Lease) shall not exceed an aggregate, cumulative 
amount of $700,000,000 (for purposes of this Section 
(ad)(i), the "value" of a lease means the amount, 
determined as of the date the lease became effective, 
equal to the greater of (1) the present value of 
rentals and other minimum lease payments required in 
connection with such lease [calculated in accordance 
with FASB Statement 13 and other GAAP relevant to the 
determination of the whether such lease must be 
accounted for as capital leases, and calculated under 
the assumption that any allowance for construction to 
be provided by the landlord will be fully funded] or 
(2) the fair value of the property covered thereby);
 
k)      Liens imposed to secure Debt incurred to finance the 
acquisition of property which has been leased or sold 
by Tenant or one of its Subsidiaries to another Person 
(other than Tenant or a Subsidiary of Tenant) pursuant 
to a lease or sales agreement providing for payments 
sufficient to pay such Debt in full, provided such Debt 
is not a general obligation of Tenant or its 
Subsidiaries, but rather is payable only from the 
rentals or other sums payable under the lease or sales 
agreement or from the property sold or leased 
thereunder; 
 
l)      Liens not otherwise permitted by this 
subparagraph 9.(ad)(i) (and not encumbering the Leased 
Property or any Collateral) which secure the payment of 
Debt, provided that (i) at no time does the sum of the 
aggregate amount of all outstanding Debt secured by 
such Liens exceed $50,000,000, and (i) such Liens do 
not constitute Liens against Tenant's interest in any 
material Subsidiary or blanket Liens against all or 
substantially all of the inventory, receivables, 
general intangibles or equipment of Tenant or of any 
material Subsidiary of Tenant (for purposes of this 
clause, a "material Subsidiary" means any subsidiary 
whose assets represent a substantial part of the total 
assets of Tenant and its Subsidiaries, determined on a 
consolidated basis in accordance with GAAP); and
 
m)      Liens incurred in connection with any renewals, 
extensions or refundings of any Debt secured by Liens 
described in the other clauses of this subparagraph 
9.(ad)(i), provided that there is no increase in the 
aggregate principal amount of Debt secured thereby from 
that which was outstanding as of the date of such 
renewal, extension or refunding and no additional 
property is encumbered.
 
(ii)    Transactions with Affiliates.  Enter into any 
transactions that individually or in the aggregate are 
material to Tenant (including, without limitation, the 
purchase, sale or exchange of property or the rendering of 
any service) with any Affiliates, except upon fair and 
reasonable terms no less favorable to Tenant than would be 
obtained in a comparable arm's length transaction with a 
Person not an Affiliate.
 
(iii)   Mergers; Sales of Assets.  
 
a)      Except to the extent permitted by the last sentence 
of this subparagraph 9.(ad), liquidate or dissolve, or 
merge, consolidate with or into, or convey, transfer, 
lease, or otherwise dispose of (whether in one 
transaction or in a series of transactions) all or 
substantially all of its assets (whether now owned or 
hereafter acquired), to any Person, or enter into any 
joint venture, partnership or other combination which 
involves the investment, sale, lease, loan, or other 
disposition of the business or all of the assets of 
Tenant and its Subsidiaries or so much thereof as, in 
the reasonable opinion of Landlord, constitutes a 
substantial portion of such business or assets.

			b)      Except to the extent permitted by the 
last sentence of this subparagraph 9.(ad), acquire the 
assets or business of any Person, other than in the 
ordinary course of Tenant's business as presently 
conducted.

(iv)    Sale of Receivables.  Sell for less than the full face 
value of, or otherwise sell for consideration other than 
cash, any of its notes or accounts receivable.  However, this 
subparagraph (iv) shall not prohibit: a) a sale of 
receivables for cash at a discount which is less than fifteen 
percent (15%) of the face value of all receivables then 
outstanding on the books of Tenant and its consolidated 
Subsidiaries, if such sale and all other discounted sales of 
receivables permitted by this clause a) during the same 
fiscal year of Tenant do not affect more than fifteen percent 
(15%) of the individual accounts (excluding intercompany 
accounts) comprising the receivables of Tenant and its 
Subsidiaries; b) any license or sale of products or services 
in the ordinary course of business where payment for such 
transactions is made by credit card, provided that the fees 
and discounts incurred by the Tenant or the Subsidiary in 
connection therewith shall not exceed the normal and 
customary fees and discounts incurred for general credit card 
transactions through major credit card issuers; or c) the 
delivery and endorsement to banks in the ordinary course of 
business by Tenant or any of its Subsidiaries of promissory 
notes received in payment of trade receivables, where 
delivery and endorsement are made prior to the date of 
maturity of such promissory notes, and the retention by such 
banks of normal and customary fees and discounts therefor, 
provided such practice is usual and customary in the country 
where such activity occurs.
 
(v)     Change of Business.  Permit any significant change in the 
nature of the business of Tenant and its Subsidiaries, taken 
as whole, from that presently conducted.

Notwithstanding any contrary provisions of subparagraph 
9.(ad)(iii), Tenant may engage in any of the following 
transactions, provided that immediately prior to and 
immediately after giving effect thereto, no Default or Event of 
Default exists or would exist:

		(i) merge with another entity if Tenant is the 
corporation surviving the merger; 

		(ii) enter into joint ventures; 

		(iii) acquire the assets or business of another 
Person; or

		(iv)    liquidate or dissolve Subsidiaries to the extent 
that such liquidations and dissolutions would not, in the 
aggregate, result in a material adverse effect on the 
properties, assets, operations or businesses of Tenant and its 
Subsidiaries, taken as a whole. 

(ae)    ERISA.  
 
(i)     Each Plan is in compliance in all material respects with, 
and has been administered in all material respects in 
compliance with, the applicable provisions of ERISA, the Code 
and any other applicable Federal or state law, and as of the 
date hereof no event or condition is occurring or exists 
which would require a notice from Tenant under clause 
9.(ae)(ii).
 
(ii)    Tenant shall provide a notice to Landlord as soon as 
possible after, and in any event within ten (10) days after 
Tenant becomes aware that, any of the following has occurred, 
with respect to which the potential aggregate liability to 
Tenant relating thereto is $2,000,000 or more, and such 
notice shall include a statement signed by a senior financial 
officer of Tenant setting forth details of the following and 
the response, if any, which Tenant or its ERISA Affiliate 
proposes to take with respect thereto (and a copy of any 
report or notice required to be filed with or given to 
Pension Benefit Guaranty Corporation by Tenant or an ERISA 
Affiliate with respect to any of the following or the events 
or conditions leading up it): (A) the assertion, to secure 
any Unfunded Benefit Liabilities, of any Lien against the 
assets of Tenant, against the assets of any Plan of Tenant or 
any ERISA Affiliate of Tenant or against any interest of 
Landlord or Tenant in the Leased Property or the Collateral 
covered by the Pledge Agreement, or (B) the taking of any 
action by the Pension Benefit Guaranty Corporation or any 
other governmental authority action against Tenant to 
terminate any Plan of Tenant or any ERISA Affiliate of Tenant 
or to cause the appointment of a trustee or receiver to 
administer any such Plan.
 
10.     Representations, Warranties and Covenants of Landlord.  
Landlord represents, warrants and covenants as follows:
 
(a)     Title Claims By, Through or Under Landlord.  Except by a 
Permitted Transfer, Landlord shall not assign, transfer, 
mortgage, pledge, encumber or hypothecate this Lease or any 
interest of Landlord in and to the Leased Property during the 
Term without the prior written consent of Tenant.  Landlord 
further agrees that if any encumbrance or title defect 
affecting the Leased Property is lawfully claimed through or 
under Landlord, including any judgment lien lawfully filed 
against Landlord, Landlord will at its own cost and expense 
remove any such encumbrance and cure any such defect; provided, 
however, Landlord shall not be responsible for (i) any 
Permitted Encumbrances (regardless of whether claimed through 
or under Landlord) or any other encumbrances not lawfully 
claimed through or under Landlord, (ii) any encumbrances or 
title defects claimed by, through or under Tenant, an Approved 
Participant, or any other Participant (other than Landlord's 
Parent) which Tenant shall have approved, or (iii) any 
encumbrance or title defect arising because of Landlord's 
compliance with subparagraph 10.(b) or any request made by 
Tenant.
 
(b)     Actions Required of the Title Holder.  So long as no Event 
of Default shall have occurred and be continuing, Landlord 
shall take any and all action required of Landlord by the 
Permitted Encumbrances or otherwise required of Landlord by 
Applicable Laws or reasonably requested by Tenant (including 
granting any utility easements required in connection with 
construction of Improvements); provided that (i) actions Tenant 
may require of Landlord under this subparagraph shall be 
limited to actions that can only be taken by Landlord as the 
owner of the Leased Property, as opposed to any action that can 
be taken by Tenant or any third party (and the payment of any 
monetary obligation shall not be an action required of Landlord 
under this subparagraph unless Landlord shall first have 
received funds from Tenant, in excess of any other amounts due 
from Tenant hereunder, sufficient to pay such monetary 
obligations), (ii) Tenant requests the action to be taken by 
Landlord (which request must be specific and in writing, if 
required by Landlord at the time the request is made) and (iii) 
the action to be taken will not constitute a violation of any 
Applicable Laws or compromise or constitute a waiver of 
Landlord's rights hereunder or under the Purchase Documents, or 
Environmental Indemnity or otherwise be reasonably 
objectionable to Landlord.  Any Losses incurred by Landlord 
because of any action taken pursuant to this subparagraph shall 
be covered by the indemnification set forth in subparagraph 
9.(y).  Further, for purposes of such indemnification, any 
action taken by Landlord will be deemed to have been made at 
the request of Tenant if made pursuant to any request of 
Tenant's counsel or of any officer of Tenant (or with their 
knowledge, and without their objection) in connection with the 
closing under the Existing Contract or the execution, 
administration or enforcement of any Construction Document.
 
(c)     No Default or Violation.  The execution, delivery and 
performance of this Lease do not contravene, result in a breach 
of or constitute a default under any material contract or 
agreement to which Landlord is a party or by which Landlord is 
bound and do not, to the knowledge of Landlord, violate or 
contravene any law, order, decree, rule or regulation to which 
Landlord is subject.
 
(d)     No Suits.  To Landlord's knowledge there are no judicial 
or administrative actions, suits or proceedings involving the 
validity, enforceability or priority of this Lease, and to 
Landlord's knowledge no such suits or proceedings are 
threatened.
 
(e)     Organization.  Landlord is duly incorporated and legally 
existing under the laws of Delaware and is or, if necessary, 
will become duly qualified to do business in the States of 
California and Massachusetts.  Landlord has or will obtain, at 
Tenant's expense pursuant to the other provisions of this 
Lease, all requisite power and all material governmental 
certificates of authority, licenses, permits, qualifications 
and other documentation necessary to own and lease the Leased 
Property and to perform its obligations under this Lease.
 
(f)     Enforceability.  The execution, delivery and performance 
of this Lease and the Purchase Documents by Landlord are duly 
authorized, are not in contravention of or conflict with any 
term or provision of Landlord's articles of incorporation or 
bylaws and do not, to Landlord's knowledge, require the consent 
or approval of any governmental body or other regulatory 
authority that has not heretofore been obtained or conflict 
with any Applicable Laws.  This Lease and the Purchase 
Documents are valid, binding and legally enforceable 
obligations of Landlord except as such enforcement is affected 
by bankruptcy, insolvency and similar laws affecting the rights 
of creditors, generally, and equitable principles of general 
application; provided, Landlord makes no representation or 
warranty that conditions imposed by any state or local 
Applicable Laws to the purchase, ownership, lease or operation 
of the Leased Property have been satisfied.
 
(g)     Existence.  Landlord will continuously maintain its 
existence and, after qualifying to do business in the States of 
California and Massachusetts if Landlord has not already done 
so, Landlord will continuously maintain its right to do 
business in those states to the extent necessary for the 
performance of Landlord's obligations hereunder.
 
(h)     Not a Foreign Person. Landlord is not a "foreign person" 
within the meaning of the Sections 1445 and 7701 of the Code 
(i.e., Landlord is not a non-resident alien, foreign 
corporation, foreign partnership, foreign trust or foreign 
estate as those terms are defined in the Code and regulations 
promulgated thereunder).
 
11.     Assignment and Subletting.
 
(a)     Consent Required.  During the term of this Lease, without 
the prior written consent of Landlord first had and received, 
Tenant shall not assign, transfer, mortgage, pledge or 
hypothecate this Lease or any interest of Tenant hereunder and 
shall not sublet all or any part of the Leased Property, by 
operation of law or otherwise; provided, that, so long as no 
Event of Default has occurred and is continuing, Tenant shall 
be entitled without the consent of Landlord to sublet all or 
any portion of the space in any then completed Improvements if:

			(i)     any sublease by Tenant is made expressly 
subject and subordinate to the terms hereof;

			(ii)    no sublease has a term longer than the 
remainder of the then effective term of this Lease;

			(iii)   the use permitted by such sublease is 
expressly limited to general office use or other uses 
approved in advance by Landlord as uses that will not present 
extraordinary risks of uninsured environmental or other 
liability; and

			(iv)    no more than forty-five percent (45%) of 
the total space of completed Improvements shall be subleased 
without Landlord's prior consent to any Person that is 
neither (A) an Affiliate of Tenant nor (B) the operator of a 
business in the subleased space that is related to the 
operation of Tenant's own business (such as another venturer 
in a joint venture with Tenant).

(b)     Standard for Landlord's Consent to Assignments and Certain 
Other Matters.  Consents and approvals of Landlord which are 
required by this Paragraph 11 will not be unreasonably 
withheld, but Tenant acknowledges that Landlord's withholding 
of such consent or approval shall be reasonable if Landlord 
determines in good faith that (1) giving the approval may 
increase Landlord's risk of liability for any existing or 
future environmental problem, (2) giving the approval is likely 
to substantially increase Landlord's administrative burden of 
complying with or monitoring Tenant's compliance with the 
requirements of this Lease, or (3) any transaction for which 
Tenant has requested the consent or approval would negate 
Tenant's representations in this Lease regarding ERISA or cause 
this Lease or the other documents referenced herein to 
constitute a violation of any provision of ERISA.
 
(c)     Consent Not a Waiver.  No consent by Landlord to a sale, 
assignment, transfer, mortgage, pledge or hypothecation of this 
Lease or Tenant's interest hereunder, and no assignment or 
subletting of the Leased Property or any part thereof in 
accordance with this Lease or otherwise with Landlord's 
consent, shall release Tenant from liability hereunder; and any 
such consent shall apply only to the specific transaction 
thereby authorized and shall not relieve Tenant from any 
requirement of obtaining the prior written consent of Landlord 
to any further sale, assignment, transfer, mortgage, pledge or 
hypothecation of this Lease or any interest of Tenant 
hereunder. 
 
(d)     Landlord's Assignment.  Landlord shall have the right to 
transfer, assign and convey, in whole or in part, the Leased 
Property and any and all of its rights under this Lease by any 
conveyance that constitutes a Permitted Transfer.  (However, 
any Permitted Transfer shall be subject to all of the 
provisions of each and every agreement concerning the Leased 
Property then existing between Landlord and Tenant, including 
without limitation this Lease and the Purchase Agreement.)  If 
Landlord sells or otherwise transfers the Leased Property and 
assigns its rights under this Lease and the Purchase Documents 
pursuant to a Permitted Transfer, then to the extent Landlord's 
successor in interest confirms its liability for the 
obligations imposed upon Landlord by this Lease and the 
Purchase Documents on and subject to the express terms and 
conditions set out herein and therein, the original Landlord 
shall thereby be released from any obligations thereafter 
arising under this Lease and the Purchase Documents, and Tenant 
will look solely to each successor in interest of Landlord for 
performance of such obligations.  However, notwithstanding 
anything to the contrary herein contained, if withholding taxes 
are imposed on the rents and other amounts payable to Landlord 
hereunder because of Landlord's assignment of this Lease to any 
citizen of, or any corporation or other entity formed under the 
laws of, a country other than the United States, Tenant shall 
not be required to compensate such assignee for the withholding 
tax.  Further, during the Term and so long as no Event of 
Default has occurred and is continuing, Landlord shall not 
decrease the aggregate of its and Landlord's Parent's 
Percentages under and as defined in the Participation Agreement 
below the minimum percentage require by paragraph 14.2 of the 
Participation Agreement.
 
12.     Environmental Indemnification.
 
(a)     Indemnity.  Tenant hereby agrees to assume liability for 
and to pay, indemnify, defend, and hold harmless each and every 
Indemnified Party from and against any and all Environmental 
Losses, subject only to the provisions of subparagraph 12.(c) 
below. 
 
(b)     Assumption of Defense.
 
(i)     If an Indemnified Party notifies Tenant of any claim, 
demand, action, administrative or legal proceeding, 
investigation or allegation as to which the indemnity 
provided for in this Paragraph 12 applies, Tenant shall 
assume on behalf of the Indemnified Party and conduct with 
due diligence and in good faith the investigation and defense 
thereof and the response thereto with counsel selected by 
Tenant but reasonably satisfactory to the Indemnified Party; 
provided, that the Indemnified Party shall have the right to 
be represented by advisory counsel of its own selection and 
at its own expense; and provided further, that if any such 
claim, demand, action, proceeding, investigation or 
allegation involves both Tenant and the Indemnified Party and 
the Indemnified Party shall have been advised in writing by 
counsel that there may be legal defenses available to it 
which are inconsistent with those available to Tenant, then 
the Indemnified Party shall have the right to select separate 
counsel to participate in the investigation and defense of 
and response to such claim, demand, action, proceeding, 
investigation or allegation on its own behalf, and Tenant 
shall pay or reimburse the Indemnified Party for all 
Attorney's Fees incurred by the Indemnified Party because of 
the selection of such separate counsel.
 
(ii)    If any claim, demand, action, proceeding, 
investigation or allegation arises as to which the indemnity 
provided for in this Paragraph 12 applies, and Tenant fails 
to assume promptly (and in any event within fifteen (15) days 
after being notified of the claim, demand, action, 
proceeding, investigation or allegation) the defense of the 
Indemnified Party, then the Indemnified Party may contest (or 
settle, with the prior written consent of Tenant, which 
consent will not be unreasonably withheld) the claim, demand, 
action, proceeding, investigation or allegation at Tenant's 
expense using counsel selected by the Indemnified Party; 
provided, that if any such failure by Tenant continues for 
thirty (30) days or more after Tenant is notified thereof, no 
such contest need be made by the Indemnified Party and 
settlement or full payment of any claim may be made by the 
Indemnified Party without Tenant's consent and without 
releasing Tenant from any obligations to the Indemnified 
Party under this Paragraph 12 so long as, in the written 
opinion of reputable counsel to the Indemnified Party, the 
settlement or payment in full is clearly advisable.
 
(c)     Notice of Environmental Losses.  If an Indemnified Party 
receives a written notice of Environmental Losses that such 
Indemnified Party believes are covered by this Paragraph 12, 
then such Indemnified Party will be expected to promptly 
furnish a copy of such notice to Tenant.  The failure to so 
provide a copy of the notice to Tenant shall not excuse Tenant 
from its obligations under this Paragraph 12; provided, that if 
Tenant is unaware of the matters described in the notice and 
such failure renders unavailable defenses that Tenant might 
otherwise assert, or precludes actions that Tenant might 
otherwise take, to minimize its obligations hereunder, then 
Tenant shall be excused from its obligation to indemnify such 
Indemnified Party (and any Affiliate of such Indemnified Party) 
against Environmental Losses, if any, which would not have been 
incurred but for such failure.  For example, if Landlord fails 
to provide Tenant with a copy of a notice of an obligation 
covered by the indemnity set out in subparagraph 12.(a) and 
Tenant is not otherwise already aware of such obligation, and 
if as a result of such failure Landlord becomes liable for 
penalties and interest covered by the indemnity in excess of 
the penalties and interest that would have accrued if Tenant 
had been promptly provided with a copy of the notice, then 
Tenant will be excused from any obligation to Landlord (or any 
Affiliate of Landlord) to pay the excess.
 
(d)     Rights Cumulative.  The rights of each Indemnified Party 
under this Paragraph 12 shall be in addition to any other 
rights and remedies of such Indemnified Party against Tenant 
under the other provisions of this Lease or under any other 
document or instrument now or hereafter executed by Tenant, or 
at law or in equity (including, without limitation, any right 
of reimbursement or contribution pursuant to CERCLA).
 
(e)     Survival of the Indemnity.  Tenant's obligations under 
this Paragraph 12 shall survive the termination or expiration 
of this Lease.  All obligations of Tenant under this Paragraph 
12 shall be payable upon demand, and any amount due upon demand 
to any Indemnified Party by Tenant which is not paid shall bear 
interest from the date of such demand at a floating interest 
rate equal to the Default Rate, but in no event in excess of 
the maximum rate permitted by law.
 
13.     Landlord's Right of Access.
 
(a)     Landlord and Landlord's representatives may enter the 
Leased Property, after five (5) Business Days advance written 
notice to Tenant (except in the event of an emergency, when no 
advance notice will be required), for the purpose of making 
inspections or performing any work Landlord is authorized to 
undertake by the next subparagraph.  So long as Tenant remains 
in possession of the Leased Property, Landlord or Landlord's 
representative will, before making any such inspection or 
performing any such work on the Leased Property, if then 
requested to do so by Tenant to maintain Tenant's security: (i) 
sign in at Tenant's security or information desk if Tenant has 
such a desk on the premises, (ii) wear a visitor's badge or 
other reasonable identification provided by Tenant when 
Landlord or Landlord's representative first arrives at the 
Leased Property, (iii) permit an employee of Tenant to observe 
such inspection or work, and (iv) comply with other similar 
reasonable nondiscriminatory security requirements of Tenant 
that do not, individually or in the aggregate, interfere with 
or delay inspections or work of Landlord authorized by this 
Lease.
 
(b)     If Tenant fails to perform any act or to take any action 
which hereunder Tenant is required to perform or take, or to 
pay any money which hereunder Tenant is required to pay, and if 
such failure or action constitutes an Event of Default or 
renders Landlord or any director, officer, employee or 
Affiliate of Landlord at risk of criminal prosecution or 
renders Landlord's interest in the Leased Property or any part 
thereof at risk of forfeiture by forced sale or otherwise, then 
in addition to any other remedies specified herein or otherwise 
available, Landlord may, in Tenant's name or in Landlord's own 
name, perform or cause to be performed such act or take such 
action or pay such money.  Any expenses so incurred by 
Landlord, and any money so paid by Landlord, shall be a demand 
obligation owing by Tenant to Landlord.  Further, Landlord, 
upon making such payment, shall be subrogated to all of the 
rights of the person, corporation or body politic receiving 
such payment.  But nothing herein shall imply any duty upon the 
part of Landlord to do any work which under any provision of 
this Lease Tenant may be required to perform, and the 
performance thereof by Landlord shall not constitute a waiver 
of Tenant's default.  Landlord may during the progress of any 
such work permitted by Landlord hereunder on or in the Leased 
Property keep and store upon the Leased Property all necessary 
materials, tools, and equipment.  Landlord shall not in any 
event be liable for inconvenience, annoyance, disturbance, loss 
of business, or other damage to Tenant or the subtenants of 
Tenant by reason of making such repairs or the performance of 
any such work on or in the Leased Property, or on account of 
bringing materials, supplies and equipment into or through the 
Leased Property during the course of such work (except for 
liability in connection with death or injury or damage to the 
property of third parties caused by the Active Negligence, 
gross negligence or wilful misconduct of Landlord or its 
officers, employees, or agents in connection therewith), and 
the obligations of Tenant under this Lease shall not thereby be 
affected in any manner.
 
14.     Events of Default.
 
(a)     Definition of Event of Default.  Each of the following 
events shall be deemed to be an "Event of Default" by Tenant 
under this Lease:
 
(i)     Tenant shall fail to pay when due any installment of Rent 
due hereunder and such failure shall continue for three (3) 
Business Days after Tenant is notified thereof.
 
(ii)    Tenant shall fail to cause any representation or 
warranty of Tenant contained herein that is false or 
misleading in any material respect when made to be made true 
and not misleading (other than as described in the other 
clauses of this subparagraph 14.(a)), or Tenant shall fail to 
comply with any term, provision or covenant of this Lease 
(other than as described in the other clauses of this 
subparagraph 14.(a)), and in either case shall not cure such 
failure prior to the earlier of (A) thirty (30) days after 
written notice thereof is sent to Tenant or (B) the date any 
writ or order is issued for the levy or sale of any property 
owned by Landlord (including the Leased Property) or any 
criminal action is instituted against Landlord or any of its 
directors, officers or employees because of such failure; 
provided, however, that so long as no such writ or order is 
issued and no such criminal action is instituted, if such 
failure is susceptible of cure but cannot with reasonable 
diligence be cured within such thirty day period, and if 
Tenant shall promptly have commenced to cure the same and 
shall thereafter prosecute the curing thereof with reasonable 
diligence, the period within which such failure may be cured 
shall be extended for such further period (not to exceed an 
additional sixty (60) days) as shall be necessary for the 
curing thereof with reasonable diligence.
 
(iii)   Tenant shall fail to comply with any term, provision or 
condition of the Purchase Documents and, if any Purchase 
Document expressly provides a time within which Tenant may 
cure such failure, Tenant shall not cure the failure within 
such time.
 
(iv)    Tenant shall abandon the Leased Property. 
 
(v)     Tenant shall fail to make any payment or payments of 
principal, premium or interest, on any Debt of Tenant 
described in the next sentence when due (taking into 
consideration the time Tenant may have to cure such failure, 
if any, under the documents governing such Debt).  As used in 
this clause 14.(a)(v), "Debt" shall mean only a Debt of 
Tenant now existing or arising in the future, (A) payable to 
Landlord or any Participant or any Affiliate of Landlord or 
any Participant, the outstanding balance of which has become 
due by reason of acceleration or maturity, or (B) payable to 
any Person, with respect to which $20,000,000 or more is 
actually due and payable because of acceleration or 
otherwise.
 
(vi)    Tenant or any of its Subsidiaries shall generally not 
pay its debts as such debts become due, or shall admit in 
writing its inability to pay its debts generally, or shall 
make a general assignment for the benefit of creditors; or 
any proceeding shall be instituted by or against Tenant or 
any of its Subsidiaries seeking to adjudicate it a bankrupt 
or insolvent, or seeking liquidation, winding up, 
reorganization, arrangement, adjustment, protection, relief, 
or composition of it or its debts under any law relating to 
bankruptcy, insolvency or reorganization or relief of 
debtors, or seeking the entry of an order for relief or the 
appointment of a receiver, trustee, custodian or other 
similar official for it or for any substantial part of its 
property and, in the case of any such proceeding instituted 
against it (but not instituted by it), either such proceeding 
shall remain undismissed or unstayed for a period of thirty 
(30) consecutive days, or any of the actions sought in such 
proceeding (including, without limitation, the entry of an 
order for relief against, or the appointment of a receiver, 
trustee, custodian or other similar official for, it or for 
any substantial part of its property) shall occur; or Tenant 
or any of its Subsidiaries shall take any corporate action to 
authorize any of the actions set forth above in this 
clause (vi).
 
(vii)   Any order, judgment or decree is entered in any 
proceedings against Tenant or any Subsidiary decreeing the 
dissolution of Tenant or such Subsidiary and such order, 
judgment or decree remains unstayed and in effect for more 
than sixty (60) days.
 
(viii)  Any order, judgment or decree is entered in any 
proceedings against Tenant or any Subsidiary decreeing a 
split-up of Tenant or such Subsidiary which requires the 
divestiture of assets representing a substantial part, or the 
divestiture of the stock of a Subsidiary whose assets 
represent a substantial part, of the consolidated assets of 
Tenant and its Subsidiaries (determined in accordance with 
GAAP) or which requires the divestiture of assets, or stock 
of a Subsidiary, which shall have contributed a substantial 
part of the consolidated net income of Tenant and its 
Subsidiaries (determined in accordance with GAAP) for any of 
the three fiscal years then most recently ended, and such 
order, judgment or decree remains unstayed and in effect for 
more than sixty (60) days.
 
(ix)    One or more non-interlocutory judgments, non-
interlocutory orders, decrees, or arbitration awards is 
entered against Tenant or any of its Subsidiaries involving 
in the aggregate a liability (to the extent not covered by 
independent third-party insurance as to which the insurer 
does not dispute coverage) as to any single or related series 
of transactions, incidents, or conditions, of $20,000,000 or 
more, and the same shall remain unvacated and unstayed 
pending appeal for a period of ten days after the entry 
thereof;
 
(x)     Any ERISA Termination Event that Landlord determines 
might constitute grounds for the termination of any Plan or 
for the appointment by the appropriate United States district 
court of a trustee to administer any Plan shall have occurred 
and be continuing thirty (30) days after written notice to 
such effect shall have been given to Tenant by Landlord, or 
any Plan shall be terminated, or a trustee shall be appointed 
by an appropriate United States district court to administer 
any Plan, or the Pension Benefit Guaranty Corporation shall 
institute proceedings to terminate any Plan or to appoint a 
trustee to administer any Plan.
 
(xi)    A Change of Control Event not approved in advance by 
Landlord shall occur.
 
(xii)   The subordination provisions of the Indenture (as 
defined in subparagraph 9.(ac)(ii) of this Lease) or any 
other agreement or instrument governing the Subordinated Debt 
(as defined in subparagraph 9.(ac)(ii) of this Lease) shall 
be for any reason revoked or invalidated, or otherwise cease 
to be in full force and effect; or the Tenant or any of its 
Subsidiaries shall contest in any manner the validity or 
enforceability of such subordination provisions or shall deny 
that it has any further liability or obligation thereunder; 
or the obligations of Tenant hereunder or under the Purchase 
Documents shall be for any reason subordinated to such 
Subordinated Debt or shall not have the priority over such 
Subordinated Debt as contemplated by this Lease or by the 
Indenture or by such subordination provisions.

Notwithstanding the foregoing, any Default that could become an 
Event of Default under clause 14.(a)(ii) may be cured within 
the earlier of the periods described in clauses (A) and (B) 
thereof by Tenant's delivery to Landlord of a written notice 
irrevocably exercising Tenant's option under the Purchase 
Agreement to purchase Landlord's interest in the Leased 
Property and designating as the Designated Sale Date the next 
following date which is an Advance Date or Base Rent Date and 
which is at least ten (10) days after the date of such notice; 
provided, however, Tenant must, as a condition to the 
effectiveness of its cure, on the date so designated as the 
Designated Sale Date tender to Landlord the full purchase price 
required by the Purchase Agreement and all Rent and all other 
amounts then due or accrued and unpaid hereunder (including 
reimbursement for any costs incurred by Landlord in connection 
with the applicable Default hereunder, regardless of whether 
Landlord shall have been reimbursed for such costs in whole or 
in part by any Participants) and Tenant must also furnish 
written confirmation that all indemnities set forth herein 
(including specifically, but without limitation, the general 
indemnity set forth in subparagraph 9.(y) and the environmental 
indemnity set forth in Paragraph 12 shall survive the payment 
of such amounts by Tenant to Landlord and the conveyance of 
Landlord's interest in the Leased Property to Tenant.

(b)     Remedies.  Upon the occurrence of an Event of Default 
which is not cured within any applicable period expressly 
permitted by subparagraph 14.(a), at Landlord's option and 
without limiting Landlord in the exercise of any other right or 
remedy Landlord may have on account of such default, and 
without any further demand or notice except as expressly 
described in this subparagraph 14.(b):
 
(i)     By notice to Tenant, Landlord may terminate Tenant's 
right to possession of the Leased Property.  A notice given 
in connection with unlawful detainer proceedings specifying a 
time within which to cure a default shall terminate Tenant's 
right to possession if Tenant fails to cure the default 
within the time specified in the notice.
 
(ii)    Upon termination of Tenant's right to possession and 
without further demand or notice, Landlord may re-enter the 
Leased Property and take possession of all improvements, 
additions, alterations, equipment and fixtures thereon and 
remove any persons in possession thereof.  Any property in 
the Leased Property may be removed and stored in a warehouse 
or elsewhere at the expense and risk of and for the account 
of Tenant.
 
(iii)   Upon termination of Tenant's right to possession, this 
Lease shall terminate and Landlord may recover from Tenant:
 
a)      The worth at the time of award of the unpaid Rent 
which had been earned at the time of termination;
 
b)      The worth at the time of award of the amount by which 
the unpaid Rent which would have been earned after 
termination until the time of award exceeds the amount 
of such rental loss that Tenant proves could have been 
reasonably avoided;
 
c)      The worth at the time of award of the amount by which 
the unpaid Rent for the balance of the scheduled Term 
after the time of award exceeds the amount of such 
rental loss that Tenant proves could be reasonably 
avoided; and
 
d)      Any other amount necessary to compensate Landlord for 
all the detriment proximately caused by Tenant's 
failure to perform Tenant's obligations under this 
Lease or which in the ordinary course of things would 
be likely to result therefrom, including, but not 
limited to, the costs and expenses (including 
Attorneys' Fees, advertising costs and brokers' 
commissions) of recovering possession of the Leased 
Property, removing persons or property therefrom, 
placing the Leased Property in good order, condition, 
and repair, preparing and altering the Leased Property 
for reletting, all other costs and expenses of 
reletting, and any loss incurred by Landlord as a 
result of Tenant's failure to perform Tenant's 
obligations under the Purchase Agreement.

		The "worth at the time of award" of the amounts 
referred to in subparagraph 14.(b)(iii)a) and 
subparagraph 14.(b)(iii)b) shall be computed by 
allowing interest at ten percent (10%) per annum or 
such other rate as may be the maximum interest rate 
then permitted to be charged under Massachusetts law at 
the time of computation.  The "worth at the time of 
award" of the amount referred to in subparagraph 
14.(b)(iii)c) shall be computed by discounting such 
amount at the discount rate of the Federal Reserve Bank 
of San Francisco at the time of award plus one percent 
(1%).

e)      Such other amounts in addition to or in lieu of the 
foregoing as may be permitted from time to time by 
applicable Massachusetts law.
 
(iv)    Even if Tenant breaches this Lease and abandons the 
Leased Property, this Lease shall continue in effect for so 
long as Landlord does not terminate Tenant's right to 
possession, and Landlord may enforce all of Landlord's rights 
and remedies under this Lease, including the right to recover 
the Rent as it becomes due under this Lease.  Tenant's right 
to possession shall not be deemed to have been terminated by 
Landlord except pursuant to subparagraph 14.(b)(i) hereof.  
The following shall not constitute a termination of Tenant's 
right to possession:
 
a)      Acts of maintenance or preservation or efforts to 
relet the Leased Property;
 
b)      The appointment of a receiver upon the initiative of 
Landlord to protect Landlord's interest under this 
Lease; or
 
c)      Reasonable withholding of consent to an assignment or 
subletting, or terminating a subletting or assignment 
by Tenant.
 
(v)     No re-entry or reletting of the Leased Property or 
any filing or service of an unlawful detainer action or 
similar action will be construed as an election by Landlord 
to terminate or accept a forfeiture of this Lease or to 
accept a surrender of the Leased Property after an Event of 
Default by Tenant, unless a written notice of such intention 
is given by Landlord to Tenant; but notwithstanding any such 
action without such notice, Landlord may at any time 
thereafter elect to terminate this Lease by notifying Tenant.
 
(c)     Enforceability.  This Paragraph shall be enforceable to 
the maximum extent not prohibited by Applicable Law, and the 
unenforceability of any provision in this Paragraph shall not 
render any other provision unenforceable.
 
(d)     Remedies Cumulative.  No right or remedy herein conferred 
upon or reserved to Landlord is intended to be exclusive of any 
other right or remedy, and each and every right and remedy 
shall be cumulative and in addition to any other right or 
remedy given hereunder or now or hereafter existing under 
Applicable Law or in equity.  In addition to other remedies 
provided in this Lease, Landlord shall be entitled, to the 
extent permitted by Applicable Law, to injunctive relief in 
case of the violation, or attempted or threatened violation, of 
any of the covenants, agreements, conditions or provisions of 
this Lease to be performed by Tenant, or to a decree compelling 
performance of any of the other covenants, agreements, 
conditions or provisions of this Lease to be performed by 
Tenant, or to any other remedy allowed to Landlord under 
Applicable Law or in equity.  Nothing contained in this Lease 
shall limit or prejudice the right of Landlord to prove for and 
obtain in proceedings for bankruptcy or insolvency of Tenant by 
reason of the termination of this Lease, an amount equal to the 
maximum allowed by any statute or rule of law in effect at the 
time when, and governing the proceedings in which, the damages 
are to be proved, whether or not the amount be greater, equal 
to, or less than the amount of the loss or damages referred to 
above.  Without limiting the generality of the foregoing, 
nothing contained herein shall modify, limit or impair any of 
the rights and remedies of Landlord under the Purchase 
Documents or the Environmental Indemnity.
 
(e)     Waiver by Tenant.  To the extent permitted by law, Tenant 
hereby waives and surrenders for itself and all claiming by, 
through and under it, including creditors of all kinds, (i) any 
right and privilege which it or any of them may have under any 
present or future constitution, statute or rule of law to have 
a continuance of this Lease for the term hereby demised after 
termination of Tenant's right of occupancy by order or judgment 
of any court or by any legal process or writ, or under the 
terms of this Lease, or after the termination of this Lease as 
herein provided, and (ii) the benefits of any present or future 
constitution, or statute or rule of law which exempts property 
from liability for debt or for distress for rent, and (iii) the 
provisions of law relating to notice and/or delay in levy of 
execution in case of eviction of a lessee for nonpayment of 
rent.
 
(f)     No Implied Waiver.  The failure of Landlord to insist at 
any time upon the strict performance of any covenant or 
agreement or to exercise any option, right, power or remedy 
contained in this Lease shall not be construed as a waiver or a 
relinquishment thereof for the future.  The waiver of or 
redress for any violation by Tenant of any term, covenant, 
agreement or condition contained in this Lease shall not 
prevent a similar subsequent act from constituting a violation. 
 Any express waiver shall affect only the term or condition 
specified in such waiver and only for the time and in the 
manner specifically stated therein.  A receipt by Landlord of 
any Base Rent or other payment hereunder with knowledge of the 
breach of any covenant or agreement contained in this Lease 
shall not be deemed a waiver of such breach, and no waiver by 
Landlord of any provision of this Lease shall be deemed to have 
been made unless expressed in writing and signed by Landlord. 
 
15.     Default by Landlord.  If Landlord should default in the 
performance of any of its obligations under this Lease, 
Landlord shall have the time reasonably required, but in no 
event less than thirty (30) days, to cure such default after 
receipt of written notice from Tenant specifying such default 
and specifying what action Tenant believes is necessary to cure 
the default.  If Tenant prevails in any litigation brought 
against Landlord because of Landlord's failure to cure a 
default within the time required by the preceding sentence, 
then Tenant shall be entitled to an award against Landlord for 
the damages proximately caused to Tenant by such default.
 
16.     Quiet Enjoyment.  Provided no Event of Default has 
occurred and is continuing, Landlord shall not during the Term 
disturb Tenant's peaceable and quiet enjoyment of the Leased 
Property; however, such enjoyment shall be subject to the 
terms, provisions, covenants, agreements and conditions of this 
Lease and the Permitted Encumbrances and any other claims or 
encumbrances not lawfully made through or under Landlord, to 
which this Lease is subject and subordinate as hereinabove set 
forth.  Any breach by Landlord of the foregoing covenant of 
quiet enjoyment shall, subject to the other provisions of this 
Lease, render Landlord liable to Tenant for any monetary 
damages proximately caused thereby, but as more specifically 
provided in Paragraph 5 above, no such breach shall entitle 
Tenant to terminate this Lease or excuse Tenant from its 
obligation to pay Base Rent and other amounts hereunder.
 
17.     Surrender Upon Termination.  Unless Tenant or an 
Applicable Purchaser purchases Landlord's entire interest in 
the Leased Property pursuant to the terms of the Purchase 
Agreement, Tenant shall, upon the termination of Tenant's right 
to occupancy, surrender to Landlord the Leased Property, 
including any buildings, alterations, improvements, 
replacements or additions constructed by Tenant, with all 
fixtures and furnishings included in the Leased Property, but 
not including movable furniture and movable personal property 
not covered by this Lease, free of all Hazardous Substances 
(including Permitted Hazardous Substances) and tenancies and, 
to the extent required by Landlord, with all Improvements in 
the same condition as of the date hereof, excepting only (i) 
ordinary wear and tear (provided that the Leased Property shall 
have been maintained as required by the other provisions 
hereof) and (ii) alterations and additions which are expressly 
permitted by the terms of this Lease and which have been 
completed by Tenant in a good and workmanlike manner in 
accordance with all Applicable Laws.  Any movable furniture or 
movable personal property belonging to Tenant or any party 
claiming under Tenant, if not removed at the time of such 
termination and if Landlord shall so elect, shall be deemed 
abandoned and become the property of Landlord without any 
payment or offset therefor.  If Landlord shall not so elect, 
Landlord may remove such property from the Leased Property and 
store it at Tenant's risk and expense.  Tenant shall bear the 
expense of repairing any damage to the Leased Property caused 
by such removal by Landlord or Tenant.  
 
18.     Holding Over by Tenant.  Should Tenant not purchase 
Landlord's right, title and interest in the Leased Property as 
provided in the Purchase Agreement, but nonetheless continue to 
hold the Leased Property after the termination of this Lease 
without Landlord's written consent, whether such termination 
occurs by lapse of time or otherwise, such holding over shall 
constitute and be construed as a tenancy from day to day only, 
at a daily Base Rent equal to: (i) the unpaid Purchase Price on 
the day in question, times (ii) the Holdover Rate (as defined 
below) for such day, divided by (iii) 360; subject, however, to 
all of the terms, provisions, covenants and agreements on the 
part of Tenant hereunder.  No payments of money by Tenant to 
Landlord after the termination of this Lease shall reinstate, 
continue or extend the Term of this Lease and no extension of 
this Lease after the termination thereof shall be valid unless 
and until the same shall be reduced to writing and signed by 
both Landlord and Tenant; provided, however, following any 
breach by Landlord of its obligations to tender a deed and 
other documents on the Designated Sale Date as provided in the 
Purchase Agreement, Tenant may at its option continue its 
possession and use of the Leased Property pursuant to this 
Lease, as if the Term had been extended, for a period not to 
exceed 180 days after the Designated Sale Date or such longer 
time as may be proscribed by Applicable Law.

	As used herein, the "Holdover Rate" means:

		(1) for any day prior to the date on which Landlord 
tenders a deed and other documents as required by the 
Purchase Agreement (or is excused from its obligation to 
tender by Tenant's breach or anticipatory repudiation of the 
Purchase Agreement), a rate equal to the Fed Funds Rate on 
that day plus one hundred basis points;

		(2) for any day on which or within ninety days after 
Landlord tenders a deed and other documents as required by 
the Purchase Agreement (or is excused from its obligation to 
tender by Tenant's breach or anticipatory repudiation of the 
Purchase Agreement), the per annum Prime Rate in effect for 
such day; and

		(3) for any day after the ninety days described in 
the preceding clause, a rate which is three percent (3%) 
above the per annum Prime Rate.

19.     Miscellaneous.
 
(a)     Notices.  Each provision of this Lease, or of any 
Applicable Laws with reference to the sending, mailing or 
delivery of any notice or with reference to the making of any 
payment by Tenant to Landlord, shall be deemed to be complied 
with when and if the following steps are taken:
 
(i)     All Rent required to be paid by Tenant to Landlord 
hereunder shall be paid to Landlord in immediately available 
funds by wire transfer to:

		    Federal Reserve Bank of San Francisco
		    Account: Banque Nationale de Paris
		    ABA #: 121027234
		    Reference: 3COM - Marlborough Site

or at such other place and in such other manner as 
Landlord may designate in a notice to Tenant (provided 
Landlord will not unreasonably designate a method of payment 
other than wire transfer).  Time is of the essence as to all 
payments and other obligations of Tenant under this Lease.

(ii)    All Construction Advances required to be paid to Tenant 
by Landlord hereunder shall be paid to Tenant in immediately 
available funds by wire transfer to:

		    Account Name: 3Com Corporation
		    Account Number: ___________________
		    ABA #: 121000358
		    Reference: Construction Advance/3COM -
			       Marlborough Site

	or at such other place and in such other manner as Tenant 
may designate in a notice to Landlord (provided Tenant will 
not unreasonably designate a method of payment other than 
wire transfer).  Time is of the essence as to the payment of 
all Construction Advances required of Landlord under this 
Lease.

(iii)   All notices, demands and other communications to be 
made hereunder to the parties hereto shall be in writing (at 
the addresses set forth below, or in the case of 
communications to Participants, at the addresses for notice 
established by the Participation Agreement) and shall be 
given by any of the following means: (A) personal service, 
with proof of delivery or attempted delivery retained; (B) 
electronic communication, whether by telex, telegram or 
telecopying (if confirmed in writing sent by United States 
first class mail, return receipt requested); or (C) 
registered or certified first class mail, return receipt 
requested.  Such addresses may be changed by notice to the 
other parties given in the same manner as provided above.  
Any notice or other communication sent pursuant to clause (A) 
or (C) hereof shall be deemed received (whether or not 
actually received) upon first attempted delivery at the 
proper notice address on any Business Day between 9:00 A.M. 
and 5:00 P.M., and any notice or other communication sent 
pursuant to clause (B) hereof shall be deemed received upon 
dispatch by electronic means.


		   Address of Landlord:

		   BNP Leasing Corporation
		   717 North Harwood Street
		   Suite 2630          
		   Dallas, Texas 75201
		   Attention: Lloyd Cox
		   Telecopy: (214) 969-0060

		   With a copy to:

		   Banque Nationale de Paris, San Francisco
		   180 Montgomery Street
		   San Francisco, California 94104
		   Attention: Jennifer Cho or Will 
		   La Herran
		   Telecopy: (415) 296-8954

		   And with a copy to:

		   Clint Shouse
		   Thompson & Knight, P.C.
		   1700 Pacific Avenue
		   Suite 3300
		   Dallas, Texas 75201
		   Telecopy: (214) 969-1550

		   Address of Tenant:

		   3Com Corporation 
		   5400 Bayfront Plaza 
		   Santa Clara, California  95052 
		   Attn: Legal Dept.  MS - 1308 
		   Telecopy: (408) 764-6434

		   With copies to:

		   3Com Corporation 
		   5400 Bayfront Plaza 
		   Santa Clara, California  95052 
		   Attn: Real Estate Dept. MS - 1220 
		   Telecopy: (408) 764-5718; and

		   3Com Corporation 
		   5400 Bayfront Plaza 
		   Santa Clara, California  95052 
		   Attn: Treasury Dept. MS - 1307
		   Telecopy: (408) 764-8403; and

		   Gray Cary Ware & Freidenrich 
		   400 Hamilton Avenue 
		   Palo Alto, California  94301 
		   Attn: Jonathan E. Rattner, Esq. 
		   Telecopy: (415) 328-3029

(b)     Severability.  If any term or provision of this Lease or 
the application thereof shall to any extent be held by a court 
of competent jurisdiction to be invalid and unenforceable, the 
remainder of this Lease, or the application of such term or 
provision other than to the extent to which it is invalid or 
unenforceable, shall not be affected thereby.
 
(c)     No Merger.  There shall be no merger of this Lease or of 
the leasehold estate hereby created with the fee estate in the 
Leased Property or any part thereof by reason of the fact that 
the same person may acquire or hold, directly or indirectly, 
this Lease or the leasehold estate hereby created or any 
interest in this Lease or in such leasehold estate as well as 
the fee estate in the Leased Property or any interest in such 
fee estate, unless all Persons with an interest in the Leased 
Property that would be adversely affected by any such merger 
specifically agree in writing that such a merger shall occur.
 
(d)     NO IMPLIED REPRESENTATIONS BY LANDLORD.  LANDLORD AND 
LANDLORD'S AGENTS HAVE MADE NO REPRESENTATIONS OR PROMISES WITH 
RESPECT TO THE LEASED PROPERTY EXCEPT AS EXPRESSLY SET FORTH 
HEREIN, AND NO RIGHTS, EASEMENTS OR LICENSES ARE ACQUIRED BY 
TENANT BY IMPLICATION OR OTHERWISE EXCEPT AS EXPRESSLY SET 
FORTH IN THE PROVISIONS OF THIS LEASE, AND THE PURCHASE 
DOCUMENTS.
 
(e)     Entire Agreement.  This Lease and the instruments referred 
to herein supersede any prior negotiations and agreements 
between the parties concerning the Leased Property and no 
amendment or modification of this Lease shall be binding or 
valid unless expressed in a writing executed by both parties 
hereto.
 
(f)     Binding Effect.  All of the covenants, agreements, terms 
and conditions to be observed and performed by the parties 
hereto shall be applicable to and binding upon their respective 
successors and, to the extent assignment is permitted 
hereunder, their respective assigns.
 
(g)     Time is of the Essence.  Time is of the essence as to all 
obligations of Tenant and all notices required of Tenant under 
this Lease, but this paragraph shall not limit Tenant's 
opportunity to prevent an Event of Default by curing any breach 
within the cure period (if any) applicable under subparagraph 
14.(a).
 
(h)     Termination of Prior Rights.  Without limiting the rights 
and obligations of Tenant under this Lease, Tenant acknowledges 
that any and all rights or interest of Tenant in and to the 
Land, the improvements to the Land and to any other property 
included in the Leased Property (except under this Lease and 
the Purchase Agreement) are hereby superseded. Tenant 
quitclaims unto Landlord any rights or interests Tenant has in 
or to the Land, the improvements to the Land and to any other 
property included in the Leased Property other than the rights 
and interests created by this Lease and the Purchase Agreement. 
 
(i)     Governing Law.  This Lease shall be governed by and 
construed in accordance with the laws of the State of 
Massachusetts.
 
(j)     Waiver of a Jury Trial.  LANDLORD AND TENANT EACH HEREBY 
WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR 
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LEASE OR ANY 
OTHER DOCUMENT OR DEALINGS BETWEEN THEM RELATING TO THIS LEASE 
OR THE LEASED PROPERTY.  The scope of this waiver is intended 
to be all-encompassing of any and all disputes that may be 
filed in any court and that relate to the subject matter of 
this transaction, including, without limitation, contract 
claims, tort claims, breach of duty claims, and all other 
common law and statutory claims.  Tenant and Landlord each 
acknowledge that this waiver is a material inducement to enter 
into a business relationship, that each has already relied on 
the waiver in entering into this Lease and the other documents 
referred to herein, and that each will continue to rely on the 
waiver in their related future dealings.  Tenant and Landlord 
each further warrants and represents that it has reviewed this 
waiver with its legal counsel, and that it knowingly and 
voluntarily waives its jury trial rights following consultation 
with legal counsel.  THIS WAIVER IS IRREVOCABLE, MEANING THAT 
IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE 
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, 
SUPPLEMENTS OR MODIFICATIONS TO THIS LEASE OR TO ANY OTHER 
DOCUMENTS OR AGREEMENTS RELATING TO THIS LEASE OR THE LEASED 
PROPERTY.  In the event of litigation, this Lease may be filed 
as a written consent to a trial by the court.
 
(k)     Not a Partnership, Etc.   NOTHING IN THIS LEASE IS 
INTENDED TO BE OR TO CREATE ANY PARTNERSHIP, JOINT VENTURE, OR 
OTHER JOINT ENTERPRISE BETWEEN LANDLORD AND TENANT.  NEITHER 
THE EXECUTION OF THIS LEASE NOR THE ADMINISTRATION OF THIS 
LEASE OR OTHER DOCUMENTS REFERENCED HEREIN BY LANDLORD, NOR ANY 
OTHER RIGHT, DUTY OR OBLIGATION OF LANDLORD UNDER OR PURSUANT 
TO THIS LEASE OR SUCH DOCUMENTS IS INTENDED TO BE OR TO CREATE 
ANY FIDUCIARY OBLIGATIONS OF LANDLORD TO TENANT.
 
(l)     Tax Reporting.  Landlord and Tenant shall report this 
Lease and the Purchase Agreement for federal income tax 
purposes as a conditional sale unless prohibited from doing so 
by the Internal Revenue Service.  Similarly, Tenant shall 
report all interest earned on Escrowed Proceeds or the 
Collateral as Tenant's income for federal and state income tax 
purposes.  If the Internal Revenue Service shall challenge 
Landlord's characterization of this Lease and the Purchase 
Agreement as a conditional sale for federal income tax 
reporting purposes, Landlord shall notify Tenant in writing of 
such challenge and consider in good faith any reasonable 
suggestions by Tenant about an appropriate response.  In any 
event, Tenant shall indemnify and hold harmless Landlord from 
and against all liabilities, costs, additional taxes and other 
expenses that may arise or become due because of such challenge 
or because of any resulting recharacterization required by the 
Internal Revenue Service, including any additional taxes that 
may become due upon any sale under the Purchase Agreement to 
the extent (if any) that such additional taxes are not offset 
by tax savings resulting from additional depreciation 
deductions or other tax benefits to Landlord of the 
recharacterization.


	[Remainder of page intentionally left blank.]


	IN WITNESS WHEREOF, this Lease is hereby executed in 
multiple originals as of July 29, 1997.

			"Landlord"

			 BNP LEASING CORPORATION, a Delaware corporation



			 By:     /s/ Lloyd G. Cox     
			    ----------------------------
			    Lloyd G. Cox, Vice President


[Continuation of signature pages to Lease Agreement dated to be 
effective July 29, 1997]

			"Tenant" 

			3COM CORPORATION, a Delaware corporation



			By:      /s/ Mark D. Michael
			   ----------------------------------
			   SVP, General Counsel and Secretary
			   
			   


				  Exhibit A

			      Legal Description

The land with the buildings thereon situated on Forest Street 
in Marlborough, Middlesex County, Massachusetts and being shown 
as Lots 1 and 2 on a plan of land entitled "Plan of Land in 
Marlborough, Mass." drawn by Guerriere & Halnon, Inc. 
Engineering and Land Surveying, owned by Metropolitan Life 
Insurance Company, Sale 200 feet to an inch, dated August 17, 
1989 and recorded in Middlesex County Registry of Deeds in Book 
25878, Page 342, to which plan reference is made for a more 
particular description of Lots 1 and 2.





				  Exhibit B

			   Permitted Encumbrances

1.      Easement to New England Power Engineering & Service 
Corporation dated February 17, 1931 and recorded in Book 
5544, Page 152.

2.      Easement to New England Power Engineering & Service 
Corporation dated February 17, 1931 and recorded in Book 
5546, Page 341.

3.      Easement to Worcester County Electric Company dated 
May 27, 1959 and recorded in Book 9395, Page 43.

4.      Order of Taking by the City of Marlborough for laying 
out of Forest Street dated December 9, 1968 and recorded 
in Book 11624, Page 1; as affected by Order for the 
Relocation of Forest Street by the County Commissioners 
for the County of Middlesex dated March 24, 1961 and 
recorded in Book 9789, Page 242.

5.      Matters as shown or disclosed on a plan entitled, 
"Title Insurance Plan of Land in Marlborough, Mass."  
Prepared for:  3COM Corporation Scale:  1" = 100'  Date:  
November 8, 1996  Prepared by:  Guerriere & Halnon, Inc. 
Engineering & Land Surveying  333 West Street Milford, 
Massachusetts as follows:

a)      encroachment of stone wall;
b)      encroachment of fence;
c)      encroachment of guard rail; and 
d)      encroachment of utility poles.

6.      Order of Conditions by the Marlborough Conservation 
Commission, DEP File No. 212-408 dated April 19, 1990 and 
recorded in Book 20539, Page 467.

7.      Order of Conditions by the Marlborough Conservation 
Commission, DEP File No. 212-408 dated November 29, 1989 
and recorded in Book 20539, Page 515, as affected by 
Amendment dated April 19, 1990 and recorded in Book 20598, 
Page 521.

8.      PROPERTY TAXES, including any assessments collected 
with taxes, for the fiscal year 1997, a lien not yet due 
or payable.




				  Exhibit C

			PERMITTED HAZARDOUS SUBSTANCES

			  (NOT a Comprehensive List)

It is anticipated that the following Hazardous Substances, and 
others necessary for the use, occupancy, and operation of the 
Leased Property in accordance with the terms and conditions of 
this Lease, will be used by Tenant at the Leased Property:

		Description                                     C.A.S.#

		Solder bars (lead)                              7439-92-1

		Solder paste
			Lead                                    7439-91-1
			Tin                                     7440-31-5

		Solder paste remover
			Sodium hydroxide                        1310-73-2

		Isopropyl alcohol
			Isopropanol                             67-63-0

		S32-10M
			Isopropanol                             67-63-0
			Methanol                                67-56-1






				  Exhibit D

		   RESOLUTION OF DISPUTED INSURANCE CLAIMS

	If Landlord and Tenant cannot agree upon the amount for 
which any insurance claim against an insurer should be settled 
after damage to the Leased Property by fire or other casualty, 
and so long as neither Tenant nor Landlord is authorized to 
determine such amount without the consent of the other pursuant 
to subparagraph 9.(r), then either party may require that the 
amount be determined as follows:

(i)     Landlord and Tenant shall each appoint an experienced 
architect who is familiar with construction costs for 
comparable properties in the vicinity of the Leased 
Property.  Each party will make the appointment no later 
than 10 days after receipt of notice from the other party 
that the dispute resolution process described in this 
Exhibit has been invoked.  The agreement of the two 
architects as to the appropriate amount of the insurance 
settlement will be binding upon Landlord and Tenant.  If 
the two architects cannot agree upon the settlement amount 
within 30 days following their appointment, they shall 
within another 10 days agree upon a third architect.  
Immediately thereafter, each of the first two architects 
will submit his best estimate of the appropriate 
settlement amount (together with a written report 
supporting such estimate) to the third architect and the 
third architect will choose between the two estimates.  
The estimate chosen by the third architect as the closest 
to the amount needed to repair and restore the Leased 
Property will be binding upon Landlord and Tenant as the 
amount for which the applicable insurance claim should be 
settled.  (However, no such estimate and nothing contained 
in this Exhibit will limit Tenant's liability under other 
provisions of this Lease for the repair and restoration of 
the Leased Property.)  Notification in writing of the 
estimate chosen by the third architect shall be made to 
Landlord and Tenant within 15 days following the selection 
of the third architect.
 
(ii)    If architects must be selected under the procedure 
set out above and either Tenant or Landlord fails to 
appoint an architect or fails to notify the other party of 
such appointment within 10 days after receipt of notice 
that the prescribed time for appointing the architects has 
passed, then the other party's architect will determine 
the appropriate settlement amount.  All architects 
selected for the dispute resolution process set out in 
this Exhibit will be disinterested, reputable, qualified 
architects with at least 15 years experience designing and 
overseeing the construction of properties comparable to 
the Leased Property.  
 
(iii)   If a third architect must be chosen under the 
procedure set out above, he will be chosen on the basis of 
objectivity and competence, not on the basis of his 
relationship with the other architects or the parties to 
this Lease, and the first two architects will be so 
advised.  Although the first two architects will be 
instructed to attempt in good faith to agree upon the 
third architect, if for any reason they cannot agree 
within the prescribed time, either Landlord or Tenant may 
require the first two architects to immediately submit its 
top choice for the third architect to the then highest 
ranking officer of the San Francisco Bar Association who 
will agree to help and who has no attorney/client or other 
significant relationship to either Landlord or Tenant.  
Such officer will have complete discretion to select the 
most objective and competent third architect from between 
the choice of each of the first two architects, and will 
do so within 20 days after such choices are submitted to 
him.
 
(iv)    Either Landlord or Tenant may notify the architect 
selected by the other party to demand the submission of an 
estimate of the appropriate settlement amount or a choice 
of a third architect as required under the procedure 
described above; and if the submission of such an estimate 
or choice is required but the other party's architect 
fails to comply with the demand within 5 days after 
receipt of such notice, then the settlement amount or 
choice of the third architect, as the case may be, 
selected by the other architect (i.e., the notifying 
party's architect) will be binding upon Landlord and 
Tenant.
 
(v)     For the purposes of this Exhibit, "appropriate 
settlement amount" and words of like effect means the 
amount required to restore the Leased Property, less any 
insurance deductible that clearly applies under the policy 
of insurance which provides the coverage to be settled; 
and all architects and other persons involved in the 
determination of the settlement amount will be so advised.





				  Exhibit E

		 FINANCIAL COVENANT COMPLIANCE CERTIFICATE


BNP Leasing Corporation
c/o Banque Nationale de Paris, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Jennifer Cho or Will La Herran

	Re: 3Com Lease Agreement (Marlborough Site)

Gentlemen:

	I, the undersigned, the [chief financial officer, 
controller, treasurer or the assistant treasurer] of 3Com 
Corporation, do hereby certify, represent and warrant that:

	1.      This Certificate is furnished pursuant to 
subparagraph 9.(w)(iii) of that certain Lease Agreement dated 
as of July 29, 1997 (the "Lease Agreement," the terms defined 
therein being used herein as therein defined) between 3Com 
Corporation (the "Tenant"), and you.

	2.      Annex 1 attached hereto sets forth financial data and 
computations evidencing the Tenant's compliance with certain 
covenants of the Lease Agreement, all of which data and 
computations are complete, true and correct.

	3.      To the knowledge of Tenant no Default or Event of 
Default under the Lease Agreement has occurred and is 
continuing.

	4.      The representations of Tenant set forth in the Lease 
Agreement are true and correct in all material respects as of 
the date hereof as though made on and as of the date hereof.

	Executed this _____ day of ______________, ____.


			3Com Corporation

						
			Name:_________________________

			Title:________________________

[cc all Participants]





		     Annex 1 To Compliance Certificate
	  For the _________________ Ended ________________, ____

I.      PARAGRAPH 9.(ac)(i): Quick Ratio

	A.      Unencumbered Cash and Cash Equivalents
		and other "Quick Assets" as defined in 
		Paragraph 9.(ac)(i) of the Lease:       $_____________

	B.      "Current Liabilities" as defined in 
		Paragraph 9.(ac)(i) of the Lease:       $_____________

	C.      Ratio of A to B:                        _____ to 1.00

	F.      Minimum ratio computed as provided in 
		Paragraph 9.(ac)(i) of the Lease:       1.00 to 1.00

II.     PARAGRAPH 9.(ac)(ii): Maximum Senior Debt to Capitalization

	A.      Total "Debt" as defined
		in Paragraph 1.(ad) of
		Tenant and its consolidated
		Subsidiaries:                           $_____________

	B.      "Subordinated
		Debt" as defined in
		Paragraph 9.(ac)(ii) of the Lease       $_____________

	C.      "Senior Debt" as
		defined in Paragraph 9.(ac)(ii)
		of the Lease
		(A - B):                                $_____________

	D.      Consolidated Tangible Net Worth
		(from calculation below):               $_____________

	E.      Capitalization as defined in
		Paragraph 9.(ac)(ii) of the Lease
		(A + D):                                $_____________

	F.      Ratio of B to E:                        _____ to 1.00

	D.      Maximum ratio:  0.35 to 1.00

III.    PARAGRAPH 9.(ac)(iii): Minimum Tangible Net Worth

	A.      Reported stockholders equity:           $_____________

	B.      "Intangible Assets" as
		defined in Paragraph 9.(ac)(iii)
		of the Lease:                           $_____________

	D.      Consolidated Tangible Net Worth
		(A - B):                                $_____________

	E.      Minimum computed as
		provided in Paragraph 9.(ac)(iii)
		of the Lease:                           $_____________

IV.     PARAGRAPH 9.(ac)(iv): Fixed Charge Ratio

	A.      "Adjusted EBIT" as
		defined in Paragraph 9.(ac)(iv)
		of the Lease:                           $_____________

	B.      "Fixed Charges" as
		defined in Paragraph 9.(ac)(iv)
		of the Lease:                           $_____________

	C.      Ratio of A to B:                        _____ to 1.00

	D.      Minimum ratio:                          2.00 to 1.00






				  Exhibit F

	      CERTIFICATE OF TENANT'S CALCULATION OF THE SPREAD


BNP Leasing Corporation
c/o Banque Nationale de Paris, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Jennifer Cho or Will La Herran

	Re: 3Com Lease Agreement (Marlborough Site)

Gentlemen:

	I, the undersigned, the [chief financial officer, 
controller, treasurer or the assistant treasurer] of 3Com 
Corporation, do hereby certify, represent and warrant that:

	1.      This Certificate is furnished pursuant to 
subparagraph 9.(w)(iv) of that certain Lease Agreement dated as 
of July 29, 1997 (the "Lease Agreement," the terms defined 
therein being used herein as therein defined) between 3Com 
Corporation, and you.

	2.      Annex 1 attached hereto sets forth financial data and 
computations evidencing the Tenant's computation of the Spread, 
all of which data and computations are complete, true and 
correct.


	Executed this _____ day of ______________, ____.


			3Com Corporation

						
			Name:_________________________

			Title:________________________

[cc all Participants]





	Annex 1 To Certificate of Tenant's Calculation of the Spread
		      As of the  ________________, ____

I.      S&P'S RATING OF TENANT'S SENIOR UNSECURED DEBT:    _____________

II.     MOODY'S RATING OF TENANT'S SENIOR UNSECURED DEBT:  _____________

III.    CALCULATION OF TENANT'S DEBT TO CAPITAL RATIO:     _____________

	A.      Funded "Senior Debt" as defined in 
		Paragraph 9.(ac)(ii) of the Lease:        $_____________

	B.      Other outstanding Debt as defined in
		Paragraph 1.(ad) of the Lease:            $_____________

	C.      Outstanding "Subordinated Debt" as
		defined in Paragraph 9.(ac)(ii) of
		the Lease:                                $_____________

	D.      Debt for purposes of this ratio
		(A + B - C):                              $_____________

	E.      Reported stockholders equity:             $_____________

	F.      "Intangible Assets" as
		defined in Paragraph 9.(ac)(iii)
		of the Lease:                             $_____________

	G.      Consolidated Tangible Net Worth
		(E - F):                                  $_____________

	H.      Capital for purposes of this test
		(A + B + G):                              $_____________

	I.      D divided by H:                            _____________

III.    SPREAD AS DEFINED IN PARAGRAPH 1.(cm) OF THE LEASE:_____________





				  Exhibit G

			LIST OF ENVIRONMENTAL REPORTS

As used in this Lease, "Environmental Report" means, 
collectively, the following reports provided to Landlord by 
3COM or acquired by Landlord from its own consultants:

	Letter dated October 31, 1996, from Vanesse Hangen 
Brustlin, Inc., to the Executive Office of Environmental 
Affairs, regarding Metropolitan Corporate Center/Forest 
Street Parcels - EOEA # 7515, Marlborough, Massachusetts, 
Notice of Project Change





				  Exhibit H

	   DESCRIPTION OF RENDERINGS OF THE DESIGNATED IMPROVEMENTS

Designated Improvements to the Leased Property will consist of 
the following improvements:

	[to be added]

For a better description of the Designated Improvements, 
reference is made to [BY PAGE SUBSTITUTION, THIS REFERENCE WILL 
BE COMPLETED TO REFER TO THE ARCHITECT'S REPORT CONTAINING 
RENDERINGS AND A CONCEPTUAL PROJECT DESCRIPTION AS DISCUSSED BY 
BNPLC'S COUNSEL AND 3COM'S COUNSEL WHEN THE REPORT IS RECEIVED 
BY BNPLC'S COUNSEL.]  If requested by Landlord from time to 
time, Tenant will provide current renderings and conceptual 
plans and specifications for any Designated Improvements then 
contemplated or under construction.





				  Exhibit I

			  Estoppel From Contractors

			       _________, 199__



BNP Leasing Corporation
717 North Harwood Street
Suite 2630
Dallas, Texas 75201

Attention:  Lloyd Cox

	Re:     Assignment of Construction Contract

Ladies and Gentlemen:

	The undersigned hereby confirms, warrants and represents 
to BNP Leasing Corporation, a Delaware corporation ("BNP"), and 
covenants with BNP as follows:

1.      The undersigned has entered into that certain 
[Construction Contract] (the "Construction Contract") by and 
between the undersigned and 3Com Corporation ("Tenant") dated 
____________________, 199___ for the construction of the multiuse 
complex to be constructed on the campus leased by Tenant (the 
"Improvements") located on the land described in Exhibit A 
attached hereto and made a part hereof for all purposes (the 
"Land" and, together with the Improvements and any other 
improvements now on or constructed in the future on the Land, 
being herein collectively referred to as the "Project"). 
 
2.      The undersigned has been advised that BNP owns the Land. 
 
3.      The undersigned has also received a copy of the Lease 
Agreement dated as of July 29, 1997 (the "Lease"), pursuant to 
which BNP is leasing the Project to Tenant, and BNP has agreed, 
subject to the terms and conditions of the Lease, to provide a 
construction allowance for Tenant's construction of the 
Improvements.  The Lease also requires Tenant to fulfill all 
obligations of the ["Owner"] under the Construction Contract 
and related documents and to indemnify BNP against any 
liability arising thereunder, all as more particularly provided 
in the Lease, reference to which is hereby made for all 
purposes.
 
4.      A complete and correct copy of the Construction Contract 
is attached to this letter.  The Construction Contract is in 
full force and effect and has not been modified or amended.
 
5.      The undersigned has not sent to Tenant or received from 
Tenant any notice of default or any other notice for the 
purpose of terminating the Construction Contract, nor is there 
any existing circumstance or event which, but for the elapse of 
time or otherwise, would constitute a default by the 
undersigned or the ["Owner"] under the Construction Contract.

	The undersigned acknowledges and agrees that:

	a)      BNP shall not be held liable for, and the undersigned 
shall not assert, any claims, demands or liabilities against 
BNP or, except for any statutory lien rights, against the 
Project arising under or in any way relating to the 
Construction Contract; provided, this paragraph will not 
prohibit the undersigned from asserting any claims or making 
demands under the Construction Contract if BNP elects in 
writing, pursuant to Paragraph b) below, to assume the 
Construction Contract in the event Tenant's right to possession 
of the Land is terminated, in which event BNP shall be liable 
thereunder for (but only for) any acts or omissions on the part 
of BNP occurring after the date on which BNP notifies the 
undersigned of BNP's election to assume the Construction 
Contract.

	b)      Upon any termination of Tenant's right to possession 
of the Project under the Lease, including but not limited to 
any eviction of Tenant resulting from an Event of Default (as 
defined in the Lease), BNP may, by notice to the undersigned 
and without the necessity of the execution of any other 
document, assume Tenant's rights and obligations under the 
Construction Contract, cure any defaults by Tenant thereunder 
and enforce the Construction Contract and all rights of the 
["Owner"] thereunder.  Within ten (10) days of receiving notice 
from BNP that Tenant's right to possession has been terminated, 
the undersigned shall send to BNP a written estoppel letter 
stating: (i) that the undersigned has not performed any act or 
executed any other instrument which invalidates or modifies the 
Construction Contract in whole or in part (or, if so, the 
nature of such modification); (ii) that the Construction 
Contract is valid and subsisting and in full force and effect; 
(iii) that there are no defaults or events of default then 
existing under the Construction Contract and no event has 
occurred which with the passage of time or the giving of 
notice, or both, would constitute such a default or event of 
default (or, if there is a default, the nature of such default 
in detail); (iv) that the construction contemplated by the 
Construction Contract is proceeding in a satisfactory manner in 
all material respects (or if not, a detailed description of all 
significant problems with the progress of construction); (v) a 
reasonably detailed report of the then critical dates projected 
by the undersigned for work and deliveries required to complete 
the construction project; (vi) the total amount paid for 
construction through the date of the letter; (vii) the 
estimated total cost of completing such construction as of the 
date of the letter, together with a current draw schedule; and 
(viii) any other information BNP may request to allow it to 
decide whether to assume the Construction Contract.  BNP shall 
have thirty (30) days from receipt of such written certificate 
containing all such requested information to decide whether to 
assume the Construction Contract.  If BNP fails to assume the 
Construction Contract within such time, the undersigned agrees 
that BNP shall not be liable for (and the undersigned shall not 
assert or bring any action against BNP or, except for any 
statutory lien rights not waived, against the Land or 
improvements thereon for) any damages or other amounts 
resulting from the breach or termination of the Construction 
Contract or under any other theory of liability of any kind or 
nature, but rather the undersigned shall look solely to Tenant 
and any statutory lien rights not waived for the recovery of 
any such damages or other amounts. 

	c)      If BNP notifies the undersigned that BNP shall not 
assume the Construction Contract pursuant to the preceding 
paragraph following the termination of Tenant's right to 
possession of the Project under the Lease, the undersigned 
shall immediately discontinue the work under the Construction 
Contract and remove its personnel from the Project, and BNP 
shall be entitled to take exclusive possession of the Project 
and all or any part of the equipment and materials delivered or 
en route to the Project.  The undersigned shall also, upon 
request by BNP, deliver and assign to BNP all plans and 
specifications and other contract documents previously 
delivered to the undersigned (except that the undersigned may 
keep an original set of the Construction Contract and other 
contract documents executed by Tenant), all other material 
relating to the work which belongs to BNP or Tenant, and all 
papers and documents relating to governmental permits, orders 
placed, bills and invoices, lien releases and financial 
management under the Construction Contract.  Notwithstanding 
the undersigned's receipt of any notice from BNP that BNP 
declines to assume the Construction Contract, the undersigned 
shall for a period not to exceed fifteen (15) days after 
receipt of such notice take such steps, at BNP's expense, as 
are reasonably necessary to preserve and protect work completed 
and in progress and to protect materials, equipment and 
supplies at the site or in transit.

	d)      No action taken by BNP or the undersigned with respect 
to the Construction Contract shall prejudice any other rights 
or remedies of BNP or the undersigned provided by law, by the 
Lease, by the Construction Contract or otherwise against 
Tenant. 

	e)      The undersigned agrees promptly to notify BNP of any 
material default or claimed material default by Tenant under 
the Construction Contract, describing with particularity the 
default and the action the undersigned believes is necessary to 
cure the same.  The undersigned will send any such notice to 
BNP prominently marked "URGENT - NOTICE OF TENANT'S DEFAULT 
UNDER CONSTRUCTION AGREEMENT WITH 3COM CORPORATION - 
MARLBOROUGH, MASSACHUSETTS" at the address specified for notice 
below (or at such other addresses as BNP shall designate in 
notice sent to the undersigned), by certified or registered 
mail, return receipt requested.  Following receipt of such 
notice, the undersigned will permit BNP or its designee to cure 
any such default within the time period reasonably required for 
such cure, but in no event less than thirty (30) days.  If it 
is necessary or helpful to take possession of all or any 
portion of the Project to cure a default by Tenant under the 
Construction Contract, the time permitted by the undersigned 
for cure by BNP will include the time necessary to terminate 
Tenant's right to possession of the Project and evict Tenant, 
provided that BNP commences the steps required to exercise such 
right within sixty (60) days after it is entitled to do so 
under the terms of the Lease and applicable law.  If the 
undersigned incurs additional costs due to the extension of the 
aforementioned cure period, the undersigned shall be entitled 
to an equitable adjustment to the price of the Construction 
Contract for such additional costs.

	f)      Any notice or communication required or permitted 
hereunder shall be given in writing, sent by (a) personal 
delivery or (b) expedited delivery service with proof of 
delivery or (c) United States mail, postage prepaid, registered 
or certified mail or (d) telegram, telex or telecopy, addressed 
as follows:

	To the undersigned: _____________________________                              
			    ______________________________
			    ______________________________                                         

	To BNP:  BNP Leasing Corporation
			    717 North Harwood Street
			    Suite 2630 
			    Dallas, Texas 75201

	g)      The undersigned acknowledges that it has all requisite 
authority to execute this letter.  The undersigned further 
acknowledges that BNP has requested this letter, and is relying 
on the truth and accuracy of the representations made herein, 
in connection with BNP's decision to advance funds for 
construction under the Lease with Tenant.

			    Very truly yours,

						
			    _____________________________

			    By:__________________________                                     
			       Name:_____________________                                
			       Title:____________________                               
	

	Tenant joins in the execution of this letter solely for 
the purpose of evidencing its consent hereto, including its 
consent to the provisions that would allow, but not require, 
BNP to assume the Construction Contract in the event Tenant is 
evicted from the Project.

			    3Com Corporation



			    By:__________________________                                     
			       Name:_____________________                                
			       Title:____________________                               
	




				  Exhibit J

		      Estoppel From Architects/Engineers

			       _________, 199__



BNP Leasing Corporation
717 North Harwood Street
Suite 2630
Dallas, Texas 75201

Attention:  Lloyd Cox

	Re:     Assignment of Construction Contract

Ladies and Gentlemen:

	The undersigned hereby confirms, warrants and represents 
to BNP Leasing Corporation, a Delaware corporation ("BNP"), and 
covenants with BNP as follows:

1.      The undersigned has entered into that certain 
[Architect's/Engineer's Agreement] (the "Agreement") by and 
between the undersigned and 3Com Corporation ("Tenant") dated 
____________________, 199___ for the [design] of the multiuse 
complex to be constructed on the Santa Clara campus leased by 
Tenant (the "Improvements") located on the land described in 
Exhibit A attached hereto and made a part hereof for all 
purposes (the "Land" and, together with the Improvements and 
any other improvements now on or constructed in the future on 
the Land, being herein collectively referred to as the 
"Project"). 
 
2.      The undersigned has been advised that BNP owns the Land. 
 
3.      The undersigned has also received a copy of the Lease 
Agreement dated as of July 29, 1997 (the "Lease"), pursuant to 
which BNP is leasing the Project to Tenant, and BNP has agreed, 
subject to the terms and conditions of the Lease, to provide a 
construction allowance for Tenant's construction of the 
Improvements.  The Lease also requires Tenant to fulfill all 
obligations of the ["Owner"] under the Agreement and related 
documents and to indemnify BNP against any liability arising 
thereunder, all as more particularly provided in the Lease, 
reference to which is hereby made for all purposes.
 
4.      A complete and correct copy of the Agreement is attached 
to this letter.  The Agreement is in full force and effect and 
has not been modified or amended.
 
5.      The undersigned has not sent to Tenant or received from 
Tenant any notice of default or any other notice for the 
purpose of terminating the Agreement, nor is there any existing 
circumstance or event which, HEADER FOLLOWS THIS COMMENT BOX -- 
MOVE TO FIT PAGE NUMBERINGbut for the elapse of time or 
otherwise, would constitute a default by the undersigned or the 
["Owner"] under the Agreement.

	The undersigned acknowledges and agrees that:

	a)      BNP shall not be held liable for, and the undersigned 
shall not assert, any claims, demands or liabilities against 
BNP or, except for any statutory lien rights, against the 
Project arising under or in any way relating to the Agreement; 
provided, this paragraph will not prohibit the undersigned from 
asserting any claims or making demands under the Agreement if 
BNP elects in writing, pursuant to Paragraph b) below, to 
assume the Agreement in the event Tenant's right to possession 
of the Land is terminated, in which event BNP shall be liable 
thereunder for (but only for) any acts or omissions on the part 
of BNP occurring after the date on which BNP notifies the 
undersigned of BNP's election to assume the Agreement.

	b)      Upon any termination of Tenant's right to possession 
of the Project under the Lease, including but not limited to 
any eviction of Tenant resulting from an Event of Default (as 
defined in the Lease), BNP may, by notice to the undersigned 
and without the necessity of the execution of any other 
document, assume Tenant's rights and obligations under the 
Agreement, cure any defaults by Tenant thereunder and enforce 
the Agreement and all rights of the ["Owner"] thereunder.  
Within ten (10) days of receiving notice from BNP that Tenant's 
right to possession has been terminated, the undersigned shall 
send to BNP a written estoppel letter stating: (i) that the 
undersigned has not performed any act or executed any other 
instrument which invalidates or modifies the Agreement in whole 
or in part (or, if so, the nature of such modification); (ii) 
that the Agreement is valid and subsisting and in full force 
and effect; (iii) that there are no defaults or events of 
default then existing under the Agreement and no event has 
occurred which with the passage of time or the giving of 
notice, or both, would constitute such a default or event of 
default (or, if there is a default, the nature of such default 
in detail); (iv) that the construction contemplated by the 
Agreement is proceeding in a satisfactory manner in all 
material respects (or if not, a detailed description of all 
significant problems with the progress of construction); (v) a 
reasonably detailed report of the then critical dates projected 
by the undersigned for work and deliveries required to complete 
the Project; (vi) the total amount paid for construction 
through the date of the letter; (vii) the estimated total cost 
of completing such construction as of the date of the letter, 
together with a current draw schedule; and (viii) any other 
information BNP may request to allow it to decide whether to 
assume the Agreement.  BNP shall have thirty (30) days from 
receipt of such written certificate containing all such 
requested information to decide whether to assume the 
Agreement.  If BNP fails to assume the Agreement within such 
time, the undersigned agrees that BNP shall not be liable for 
(and the undersigned shall not assert or bring any action 
against BNP or, except for any statutory lien rights not 
waived, against the Land or improvements thereon for) any 
damages or other amounts resulting from the breach or 
termination of the Agreement or under any other theory of 
liability of any kind or nature, but rather the undersigned 
shall look solely to Tenant and any statutory lien rights not 
waived for the recovery of any such damages or other amounts. 

	c)      If BNP notifies the undersigned that BNP shall not 
assume the Agreement pursuant to the preceding paragraph 
following the termination of Tenant's right to possession of 
the Project under the Lease, the undersigned shall immediately 
discontinue the work under the Agreement and remove its 
personnel from the Project, and BNP shall be entitled to take 
exclusive possession of the Project and all or any part of the 
equipment and materials delivered or en route to the Project.  
The undersigned shall also, upon request by BNP, deliver and 
assign to BNP all plans and specifications and other contract 
documents previously delivered to the undersigned (except that 
the undersigned may keep an original set of the Agreement and 
other contract documents executed by Tenant), all other 
material relating to the work which belongs to BNP or Tenant, 
and all papers and documents relating to governmental permits, 
orders placed, bills and invoices, lien releases and financial 
management under the Agreement.  Notwithstanding the 
undersigned's receipt of any notice from BNP that BNP declines 
to assume the Agreement, the undersigned shall for a period not 
to exceed fifteen (15) days after receipt of such notice take 
such steps, at BNP's expense, as are reasonably necessary to 
preserve and protect work completed and in progress and to 
protect materials, equipment and supplies at the site or in 
transit.

	d)      No action taken by BNP or the undersigned with respect 
to the Agreement shall prejudice any other rights or remedies 
of BNP or the undersigned provided by law, by the Lease, by the 
Agreement or otherwise against Tenant. 

	e)      The undersigned agrees promptly to notify BNP of any 
material default or claimed material default by Tenant under 
the Agreement, describing with particularity the default and 
the action the undersigned believes is necessary to cure the 
same.  The undersigned will send any such notice to BNP 
prominently marked "URGENT - NOTICE OF TENANT'S DEFAULT UNDER 
AGREEMENT WITH 3COM CORPORATION - MARLBOROUGH, MASSACHUSETTS" 
at the address specified for notice below (or at such other 
addresses as BNP shall designate in notice sent to the 
undersigned), by certified or registered mail, return receipt 
requested.  Following receipt of such notice, the undersigned 
will permit BNP or its designee to cure any such default within 
the time period reasonably required for such cure, but in no 
event less than thirty (30) days.  If it is necessary or 
helpful to take possession of all or any portion of the Project 
to cure a default by Tenant under the Agreement, the time 
permitted by the undersigned for cure by BNP will include the 
time necessary to terminate Tenant's right to possession of the 
Project and evict Tenant, provided that BNP commences the steps 
required to exercise such right within sixty (60) days after it 
is entitled to do so under the terms of the Lease and 
applicable law.

	f)      Any notice or communication required or permitted 
hereunder shall be given in writing, sent by (a) personal 
delivery or (b) expedited delivery service with proof of 
delivery or (c) United States mail, postage prepaid, registered 
or certified mail or (d) telegram, telex or telecopy, addressed 
as follows:

	To the undersigned: _________________________                                 
			    _________________________
			    _________________________
	
	To BNP:             BNP Leasing Corporation
			    717 North Harwood Street
			    Suite 2630
			    Dallas, Texas 75201

	g)      The undersigned acknowledges that it has all requisite 
authority to execute this letter.  The undersigned further 
acknowledges that BNP has requested this letter, and is relying 
on the truth and accuracy of the representations made herein, 
in connection with BNP's decision to advance funds for 
construction under the Lease with Tenant.

			    Very truly yours,

						
			    _____________________________

			    By:__________________________                                     
			       Name:_____________________                                
			       Title:____________________                               
	


	Tenant joins in the execution of this letter solely for 
the purpose of evidencing its consent hereto, including its 
consent to the provisions that would allow, but not require, 
BNP to assume the Agreement in the event Tenant is evicted from 
the Project.

			     3Com Corporation



			     By:_________________________                                     
				Name:____________________                                
				Title:___________________                               
	




				  Exhibit K

			      Draw Request Forms




				________, 199__




BNP Leasing Corporation
c/o Banque Nationale de Paris
180 Montgomery Street
San Francisco, California 94104

Attention:  Ms. Jennifer Cho

	Re:     Construction Advance Request No. __________
		by 3Com Corporation

Ladies and Gentlemen:

	Reference is made to the Lease Agreement between BNP 
Leasing Corporation (herein "Landlord") and 3Com Corporation 
(herein "Tenant") dated as of July 29, 1997 (herein "the 
Lease").  Capitalized terms defined in the Lease and used but 
not defined in this letter are intended to have the meanings 
assigned to them in the Lease.

	Tenant hereby makes request for a Construction Advance in 
the amount of $________________ (herein the "Current Advance"). 
Included herewith are:

	1.      An Application and Certificate for Payment based 
on AIA Form G702 (herein the "Contractor's 
Application") from Tenant's general contractor, 
attached to which is a schedule of values listing all 
subcontractors, suppliers and other parties to whom the 
general contractor has or will make payments from the 
draw requested in the Contractor's Application.  The 
Contractor's Application evidences an obligation 
incurred by (and previously paid by) Tenant for 
construction of Improvements and for which Tenant is 
entitled to reimbursement from the Current Advance.

	2.      A list of any costs paid by Tenant, other than 
to the general contractor, for which Tenant is entitled 
to reimbursement from the proceeds of the Current 
Advance (herein the "Other Costs List").

	3.      Invoices and requests for payments from the 
subcontractors and others entitled to payment from the 
general contractor for construction and related work 
covered by the Contractor's Application; excluding, 
however, invoices or requests from some or all 
subcontractors and others that, according to the 
Contractor's Application, are to be paid less than 
$300,000 from the draw requested in Contractor's 
Application.  Such invoices and requests for payments 
are consistent with the detail shown in the schedule of 
values attached to the Contractor's Application.

	4.      Invoices or other evidence of the costs (if any) 
included in the Other Costs List.

	5.      A list of any "checks on hold" (i.e., payments 
withheld from subcontractors or suppliers by Tenant's 
general contractor because of some defect or deficiency 
in the payee's request for payment or in the work or 
materials provided by the payee) in excess of $50,000.

	6.      An up-to-date list of the names and addresses of 
any subcontractors that have actually filed a claim of 
lien against the Leased Property, together with, to the 
extent not already provided with a prior request for a 
Construction Advance, a copy of the claim of lien 
filed.

	7.      A certification of an officer of Tenant as 
required by Paragraph 6.(c)(viii) of the Lease.

	We hereby confirm that Landlord will not be responsible 
for the application of any funds advanced to Tenant or to any 
other party at our request.

			Sincerely,

			3Com Corporation



			By:_________________________     
			   Name:____________________        
			   Title:___________________       


cc:     BNP Leasing Corporation
	717 North Harwood Street
	Suite 2630
	Dallas, Texas 75201
	Attention:  Lloyd Cox

	Clint Shouse
	Thompson & Knight,
	a Professional Corporation
	3300 First City Center
	1700 Pacific Avenue
	Dallas, Texas 75201






		       Construction Advance Certificate

Pursuant to Paragraph 6.(c)(viii) of the Lease dated as of 
July 29, 1997 (the "Lease") between 3Com Corporation ("Tenant") 
and BNP Leasing Corporation ("Landlord"), Tenant does hereby 
represent, warrant and certify to Landlord in connection with 
Tenant's request for Construction Advance No. __________ that:

	a)      no Event of Default has occurred and is continuing,

	b)      the representations and warranties of Tenant 
contained in the Lease are true and correct in all material 
respects on and as of the date hereof as though made on and as 
of the date hereof, subject only to the following exceptions:

		[LIST EXCEPTIONS HERE, OR IF THERE ARE NO 
EXCEPTIONS, INSERT "NONE"]

	c)      Construction of the Designated Improvements has 
commenced and is progressing without any significant continuing 
interruption in a good and workmanlike manner and substantially 
in accordance with the requirements of the Lease and all 
Applicable Laws and Tenant has corrected or is diligently 
pursuing the correction of any significant defect in such 
construction,

	d)      all costs and expenses for which Tenant is requesting 
reimbursement by the Construction Advance referenced above 
constitute actual costs and expenses incurred by Tenant for the 
Designated Improvements or for property taxes or assessments 
assessed against and paid with respect to the Leased Property, 
and

	e)      Potential Lien Claimants have been paid all sums for 
which prior Construction Advances have been advanced, and the 
advance being requested will not result in an excess of 
$3,000,000 or more of (1) the total cost of work with respect 
to which Potential Lien Claimants could have asserted a lien 
against the Leased Property and for which Construction Advances 
have been advanced by Landlord, over (2) the cost of such work 
for which Tenant has provided to Landlord unconditional 
statutory lien releases from all Potential Lien Claimants.

Capitalized terms used herein which are defined in the Lease 
but not in this Certificate shall have the meanings assigned to 
them in the Lease.

In witness whereof, this Certificate is executed by an officer 
of 3Com Corporation as of ______________, 19___.

			3Com Corporation



			By:_________________________                                             
			   Name:____________________                                        
			   Title:___________________                                       






     List of Liens For Which a Claim of Lien Has Actually Been Filed

	       (Construction Advance Request No. ________)


Liens for which a claim of lien has actually been filed are as 
follows:

1.


2.


3.





			      Other Costs List

		 (Construction Advance Request No. ________)


Costs paid - other than to Tenant's general contractor - by 
Tenant and for which Tenant is entitled to reimbursement from 
the Current Advance being requested are as follows:

1.


2.


3.



	
	
	
				  Exhibit L
 
      Notice to Accelerate the Carrying Costs Accrual Termination Date



BNP Leasing Corporation
c/o Banque Nationale de Paris, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Jennifer Cho or Will La Herran

	Re: Lease Agreement/3COM (Marlborough Site)

Gentlemen:

	This notice is furnished pursuant to subparagraph 1.(p) of 
that certain Lease Agreement dated as of July 29, 1997 (the 
"Lease Agreement," the terms defined therein being used herein 
as therein defined) between 3Com Corporation and you.  I, the 
undersigned, the [chief financial officer, controller, 
treasurer or the assistant treasurer] of 3Com Corporation, do 
hereby notify you that 3COM Corporation irrevocably elects to 
accelerate the Carrying Costs Accrual Termination Date and 
thereby accelerate the commencement of Base Rent accruals and 
the termination of accruals of Carrying Costs.  Because of this 
notice, the Carrying Costs Accrual Termination Date will occur 
on the next following Advance Date that is at least ten (10) 
days after the date you receive this notice.

	Executed this _____ day of ______________, ____.


			3Com Corporation

						
			Name:_________________________
			Title:________________________

[cc all Participants]






				  Exhibit M

		       Notice of LIBOR Period Election



BNP Leasing Corporation
c/o Banque Nationale de Paris, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention: Jennifer Cho or Will La Herran

	Re: Lease Agreement dated as of July 29, 1997, between 
3COM Corporation, as tenant, and BNP Leasing Corporation, as 
landlord

Gentlemen:

	Capitalized terms used in this letter are intended to have 
the meanings assigned to them in the Lease referenced above.  
This letter constitutes notice to you that the LIBOR Period 
Election under the Lease shall be:

	       ________________ month(s),

beginning with the first Base Rent Period that commences on or after:

	       ______________, ____.


NOTE:  YOU SHALL BE ENTITLED TO DISREGARD THIS NOTICE IF THE 
NUMBER OF MONTHS SPECIFIED ABOVE IS NOT A PERMITTED NUMBER 
UNDER THE DEFINITION OF "LIBOR PERIOD ELECTION" IN THE LIST OF 
DEFINED TERMS ATTACHED TO THE LEASE, OR IF THE DATE SPECIFIED 
ABOVE CONCERNING THE COMMENCEMENT OF THE LIBOR PERIOD ELECTION 
IS LESS THAN TEN BUSINESS DAYS AFTER YOUR RECEIPT OF THIS 
NOTICE.  HOWEVER, WE ASK THAT YOU NOTIFY US IMMEDIATELY IF FOR 
ANY REASON YOU BELIEVE THIS NOTICE IS DEFECTIVE.

	Executed this _____ day of ______________, 19___.


			3COM CORPORATION

						
			Name:_________________________
			Title:________________________

[cc all Participants]






				  Schedule 1


			LIST OF APPROVED PARTICIPANTS

"Approved Participants" as used in this Lease will include the 
existing Participants, Banque Nationale de Paris and ABN Amro 
Bank N.V., and the following prospective participants, to the 
extent that any one or more of the following may at the request 
of Landlord become parties to the Participation Agreement and 
the Pledge Agreement by executing supplements to those 
agreements as therein provided:

	Credit Suisse First Boston

	Industrial Bank of Japan, Limited

	Mellon Bank, N.A.

	Societe Generale

	The Toronto-Dominion Bank

	The Bank of Nova Scotia

	Union Bank of California