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                                                                   Exhibit 10.15

                                      LEASE


                                      FROM:

                          SYLVAN/ CAMPUS REALTY L.L.C.

                                     LESSOR


                                       TO:

                              THE MEDICINES COMPANY

                                     LESSEE


                                    BUILDING:

                                 8 CAMPUS DRIVE
                             PARSIPPANY, NEW JERSEY

<Page>

                                TABLE OF CONTENTS

<Table>
<S>   <C>                                                                    <C>
1.    DESCRIPTION:............................................................3
2.    TERM:...................................................................3
3.    BASIC RENT:.............................................................3
4.    USE AND OCCUPANCY:......................................................3
5.    CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:..............................3
6.    ALTERATIONS, ADDITIONS OR IMPROVEMENTS:.................................6
7.    ACTIVITIES INCREASING FIRE INSURANCE RATES:.............................6
8.    ASSIGNMENT AND SUBLEASE:................................................6
9.    COMPLIANCE WITH RULES AND REGULATIONS:.................................10
10.   DAMAGES TO BUILDING:...................................................10
11.   EMINENT DOMAIN:........................................................10
12.   INSOLVENCY OF LESSEE:..................................................11
13.   LESSOR'S REMEDIES ON DEFAULT:..........................................11
14.   DEFICIENCY:............................................................11
15.   SUBORDINATION OF LEASE:................................................12
16.   SECURITY DEPOSIT:......................................................12
17.   RIGHT TO CURE LESSEE'S BREACH:.........................................13
18.   MECHANIC'S LIENS:......................................................13
19.   RIGHT TO INSPECT AND REPAIR:...........................................13
20.   SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:................14
21.   INTERRUPTION OF SERVICES OR USE:.......................................14
22.   BUILDING STANDARD OFFICE ELECTRICAL SERVICE:...........................14
23.   ADDITIONAL RENT:.......................................................16
24.   LESSEE'S ESTOPPEL:.....................................................18
25.   HOLDOVER TENANCY:......................................................18
26.   RIGHT TO SHOW PREMISES:................................................19
27.   LESSOR'S WORK - LESSEE'S DRAWINGS:.....................................19
28.   WAIVER OF TRIAL BY JURY:...............................................19
29.   LATE CHARGE:...........................................................19
30.   LESSEE'S INSURANCE:....................................................19
</Table>

                                        i
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<Table>
<S>   <C>                                                                    <C>
31.   NO OTHER REPRESENTATIONS:..............................................21
32.   QUIET ENJOYMENT:.......................................................21
33.   INDEMNITY:.............................................................21
34.   ARTICLE HEADINGS:......................................................22
35.   APPLICABILITY TO HEIRS AND ASSIGNS:....................................22
36.   OUTSIDE PARKING SPACES:................................................22
37.   LESSOR'S LIABILITY FOR LOSS OF PROPERTY:...............................22
38.   PARTIAL INVALIDITY:....................................................22
39.   LESSEE'S BROKER:.......................................................22
40.   PERSONAL LIABILITY:....................................................23
41.   NO OPTION:.............................................................23
42.   DEFINITIONS:...........................................................23
43.   LEASE COMMENCEMENT:....................................................24
44.   NOTICES:...............................................................24
45.   ACCORD AND SATISFACTION:...............................................24
46.   EFFECT OF WAIVERS:.....................................................24
47.   LEASE CONDITION:.......................................................25
48.   MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:............................25
49.   LESSOR'S RESERVED RIGHT:...............................................25
50.   CORPORATE AUTHORITY:...................................................25
51.   AFTER-HOURS USE:.......................................................25
52.   LESSEE'S EXPANSION/RELOCATION:.........................................26
53.   BUILDING PERMIT:.......................................................26
54.   OPTION TO RENEW: ......................................................26
55.   RIGHT OF FIRST OFFER:..................................................27
</Table>

                                       ii
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        LEASE, is made the 30th day of September, 2002 between SYLVAN/ CAMPUS
REALTY L.L.C. (herein referred to as "Lessor") whose address is c/o Mack-Cali
Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and THE
MEDICINES COMPANY (herein referred to as "Lessee") whose address is 5 Sylvan
Way, Parsippany, New Jersey, 07054.

                                    PREAMBLE

                     BASIC LEASE PROVISIONS AND DEFINITIONS

In addition to other terms elsewhere defined in this Lease, the following terms
whenever used in this Lease shall have only the meanings set forth in this
section, unless such meanings are expressly modified, limited or expanded
elsewhere herein.

1.      ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent
        payable by Lessee to Lessor pursuant to the provisions of the Lease.

2.      BASE PERIOD COSTS shall mean the following:

        A.      Base Operating Costs: Those Operating Costs incurred during
                Calendar Year 2003.

        B.      Base Real Estate Taxes: Those Real Estate Taxes incurred during
                Calendar Year 2003.

        C.      Base Utility and Energy Costs: Those Utility and Energy Costs
                incurred during Calendar Year 2003

3.      BUILDING shall mean 8 Campus Drive, Parsippany, New Jersey.

4.      BUILDING HOLIDAYS shall be those shown on Exhibit F.

5.      BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m.,
        but excluding those holidays as set forth on Exhibit F attached hereto
        and made a part hereof, except that Common Facilities, lighting in the
        Building and Office Building Area shall be maintained for such
        additional hours as, in Lessor's sole judgement, is necessary or
        desirable to insure proper operating of the Building and Office Building
        Area.

6.      COMMENCEMENT DATE is the date of this Lease. RENT COMMENCEMENT DATE is
        the date which is the earlier of (i) the date upon which Lessee, or
        anyone claiming under or through Lessee, commences using the Premises
        for the conduct of business, or (ii) the date which is ninety (90) days
        after the date of this Lease.

7.      DEMISED PREMISES OR PREMISES shall be deemed to be 16,779 gross rentable
        square feet on the second (2nd) floor as shown on Exhibit A hereto,
        which includes an allocable share of the Common Facilities as defined in
        Article 42(b).

8.      EXHIBITS shall be the following, attached to this Lease and incorporated
        herein and made a part hereof.

                      Exhibit A             Location of Premises
                      Exhibit A-1           Office Building Area
                      Exhibit B             Rules and Regulations
                      Exhibit C             Lessor's Work
                      Exhibit C-1           Air Conditioning &
                                            Heating Design Standards
                      Exhibit D             Cleaning Services
                      Exhibit E             Building Holidays
                      Exhibit F             Tenant Estoppel Certificate
                      Exhibit G             Commencement Date Agreement
                      Exhibit H             Form of Letter of Credit
                      Exhibit I             Exclusions from Operating Costs

9.      EXPIRATION DATE shall be the last day of the month in which the day
        before the ten (10) year anniversary of the Rent Commencement Date
        occurs.

                                        1
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10.     FIXED BASIC RENT shall mean: FIVE MILLION SEVENTY-FIVE THOUSAND SIX
        HUNDRED FORTY-SEVEN AND 50/100 DOLLARS ($5,075,647.50) for the Term
        commencing on the Rent Commencement Date payable as follows:

<Table>
<Caption>
                Year        Yearly Rate            Monthly Installments
                ----       -------------           --------------------
                <S>        <C>                     <C>
                1          $ 469,812.00            $ 39,151.00
                2          $ 478,201.50            $ 39,850.13
                3          $ 486,591.00            $ 40,549.25
                4          $ 494,980.50            $ 41,248.38
                5          $ 503,370.00            $ 41,947.50
                6          $ 511,759.50            $ 42,646.63
                7          $ 520,149.00            $ 43,345.75
                8          $ 528,538.50            $ 44,044.88
                9          $ 536,928.00            $ 44,744.00
                10         $ 545,317.50            $ 45,443.13
</Table>

11.     LESSEE'S BROKER shall mean Trammell Crow Company.

12.     LESSEE'S PERCENTAGE shall be 7.80% subject to adjustment as provided in
        the Lease.

13.     OFFICE BUILDING AREA is as set forth on Exhibit A-1.

14.     PARKING SPACES shall mean a total of sixty-three (63) unassigned surface
        parking spaces.

15.     PERMITTED USE shall be general office use and for no other purpose.

16.     SECURITY DEPOSIT shall be EIGHTY-FOUR THOUSAND FIVE HUNDRED NINETY-FIVE
        AND 00/100 DOLLARS ($84,595.00)

17.     TERM shall mean ten (10) years from the Rent Commencement Date, plus the
        number of days, if any, to have the Lease expire on the last day of a
        calendar month, unless extended pursuant to any option contained herein.

                              -- End of Preamble --

                                        2
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                               W I T N E S S E T H

                For and in consideration of the covenants herein contained, and
upon the terms and conditions herein set forth, Lessor and Lessee agree as
follows:

1.      DESCRIPTION:

        Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the
        Premises as defined in the Preamble which includes an allocable share of
        the Common Facilities, as shown on the plan or plans, initialed by the
        parties hereto, marked Exhibit A attached hereto and made part of this
        Lease in the Building as defined in the Preamble, (hereinafter called
        the "Building") which is situated on that certain parcel of land
        (hereinafter called "Office Building Area") as described on Exhibit A-1
        attached hereto and made part of this Lease, together, with the right to
        use in common with other lessees of the Building, their invitees,
        customers and employees, those public areas of the Common Facilities as
        hereinafter defined.

2.      TERM:

        The Premises are leased for a term to commence on the Commencement Date,
        and to end at 12:00 midnight on the Expiration Date, all as defined in
        the Preamble.

3.      BASIC RENT:

        The Lessee shall pay to the Lessor during the Term, the Fixed Basic Rent
        as defined in the Preamble (hereinafter called "Fixed Basic Rent")
        payable in such coin or currency of the United States of America as at
        the time of payment shall be legal tender for the payment of public and
        private debts. The Fixed Basic Rent shall accrue at the Yearly Rate as
        defined in the Preamble and shall be payable, in advance, on the first
        day of each calendar month during the Term commencing on the Rent
        Commencement Date at the Monthly Installments as defined in the
        Preamble, except that a proportionately lesser sum may be paid for the
        first and last months of the Term of this Lease if the Term commences on
        a day other than the first day of the month, in accordance with the
        provisions of this Lease herein set forth. Lessor acknowledges receipt
        from Lessee of the first monthly installment by check, subject to
        collection, for Fixed Basic Rent for the first month of the Lease Term.
        Lessee shall pay Fixed Basic Rent, and any Additional Rent as
        hereinafter provided, to Lessor at Lessor's above stated address, or at
        such other place as Lessor may designate in writing, without demand and
        without counterclaim, deduction or set off.

4.      USE AND OCCUPANCY:

        Lessee shall use and occupy the Premises for the Permitted Use as
        defined in the Preamble.

        Lessee hereby acknowledges "no smoking" is permitted in the Common
        Facilities. Lessee shall use its best efforts to enforce Lessor's policy
        prohibiting its employees, agents or invitees from smoking within the
        Common Facilities including the areas outside of the Building's main
        entrance.

5.      CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:

        (a)     Lessee shall commit no act of waste and shall take good care of
                the Premises and the fixtures and appurtenances therein, and
                shall, in the use and occupancy of the Premises, conform to all
                laws, orders and regulations of the federal, state and municipal
                governments or any of their departments affecting the Premises
                and with any and all environmental requirements resulting from
                the Lessee's particular use of the Premises, this covenant to
                survive the expiration or sooner termination of the Lease.
                Notwithstanding anything to the contrary contained in this
                Lease, Lessee shall not be required to make any repairs,
                alterations or modifications to the Premises as a result of any
                laws, orders and regulations of the federal, state and municipal
                governments or any of their departments affecting the Premises
                unless the need for

                                        3
<Page>

                such repairs, alterations or modifications arises from the
                particular manner in which Lessee uses the Premises, and
                repairs, alterations or modifications to the Premises as a
                result of any laws, orders and regulations of the federal, state
                and municipal governments or any of their departments affecting
                the Premises which are required of all owners and tenants
                generally, and do not arise from the particular manner in which
                an owner or tenant uses its premises, shall be undertaken by and
                at the sole cost and expense of Lessor and same may be included
                in Operating Costs pursuant to Article 23 of this Lease. Lessor
                shall, subject to the same being included in Operating Costs
                (except as expressly excluded in the immediately preceding
                sentence.), make all necessary repairs to the Premises, Common
                Facilities and to the assigned parking areas, if any, except
                where the repair has been made necessary by misuse or neglect by
                Lessee or Lessee's agents, servants, visitors or licensees, in
                which event Lessor shall nevertheless make the repair but Lessee
                shall pay to Lessor, as Additional Rent, immediately upon
                demand, the costs therefor. All improvements made by Lessee to
                the Premises, which are so attached to the Premises, shall
                become the property of Lessor upon installation. Not later than
                the last day of the Term, Lessee shall, at Lessee's expense,
                remove all Lessee's personal property and those improvements
                made by Lessee which have not become the property of Lessor,
                including trade fixtures, cabinetwork, movable paneling,
                partitions and the like; repair all injury done by or in
                connection with the installation or removal of said property and
                improvements; and surrender the Premises in as good condition as
                they were at the beginning of the Term, reasonable wear and
                damage by fire, the elements, casualty or other cause not due to
                the misuse or neglect by Lessee, Lessee's agents, servants,
                visitors or licensees excepted and excluding maintenance and
                repairs required to be undertaken by Lessor. All other property
                of Lessee remaining on the Premises after the last day of the
                Term of this Lease shall be conclusively deemed abandoned and
                may be removed by Lessor, and Lessee shall reimburse Lessor for
                the cost of such removal. Lessor may have any such property
                stored at Lessee's risk and expense.

        ENVIRONMENTAL

        (b)     COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall, at Lessee's
                own expense, promptly comply with each and every federal, state,
                county and municipal environmental law, ordinance, rule,
                regulation, order, directive and requirement, now or hereafter
                existing ("Environmental Laws"), applicable to the Premises,
                Lessee, Lessee's operations at the Premises, or all of them,
                except if there is any violation of Environmental Laws with
                regard to the Premises existing at the date of this Lease,
                Lessor shall comply therewith at its sole cost and expense,
                which cost and expense shall not be included in Operating
                Costs..

        (c)     ISRA COMPLIANCE. Lessee shall, at Lessee's own expense, comply
                with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ.,
                the regulations promulgated thereunder and any amending and
                successor legislation and regulations ("ISRA"), if and to the
                extent the need for such compliance is triggered by Lessee
                having become an Industrial Establishment (as defined in ISRA)
                with respect to its use of the Premises.

        (d)     INFORMATION TO LESSOR. At no expense to Lessor, Lessee shall
                promptly provide all information and sign all documents
                requested by Lessor with respect to compliance with
                Environmental Laws.

        (e)     LESSOR AUDIT. Lessee shall permit Lessor and its representatives
                access to the Premises, from time to time, to conduct an
                environmental assessment, investigation and sampling, all at
                Lessor's own expense. If such assessment, investigation and
                sampling reveal a violation of this provision, the cost shall be
                borne by Lessee.

        (f)     LESSEE REMEDIATION. Should any assessment, investigation or
                sampling reveal the existence of any spill, discharge or
                placement of Contaminants in, on, under, or about, or migrating
                from or onto the Premises, the Building or the Office Building
                Area, as a result of the action or omission of Lessee or a
                "Lessee Representative", then, in addition to being in default
                under this Lease and Lessor having all rights available to
                Lessor under this Lease and by law by reason of such default,
                Lessee shall, at Lessee's own expense, in accordance with
                Environmental Laws, undertake all action required by Lessor and
                any governmental authority, including, without

                                        4
<Page>

                limitation, promptly obtaining and delivering to Lessor an
                unconditional No Further Action Letter. For purposes of this
                Article, the term "Lessee's Representative" shall mean any
                shareholder, officer, director, member, partner, employee,
                agent, licensee, assignee, sublessee or invitee of Lessee, or
                any third party for whom Lessee is legally responsible. In no
                event shall any of Lessee's remedial action involve engineering
                or institutional controls, a groundwater classification
                exception area or well restriction area, and Lessee's remedial
                action shall meet the most stringent published or unpublished
                remediation standards for soil, surface water, groundwater and
                drinking water. Promptly upon completion of all required
                investigatory and remedial activities, Lessee shall, at Lessee's
                own expense, to Lessor's satisfaction, restore the affected
                areas of the Premises, the Building or the Office Building Area,
                as the case may be, from any damage or condition caused by the
                investigatory or remedial work.

        (g)     ENVIRONMENTAL QUESTIONNAIRE. Upon Lessor's request,
                contemporaneously with the signing and delivery of this Lease,
                and thereafter upon renewal of the lease, if at all, Lessee
                shall complete, execute and deliver to Lessor an environmental
                questionnaire in form and substance satisfactory to Lessor.

        (h)     ENVIRONMENTAL DOCUMENTS AND CONDITIONS. For purposes of this
                Article, the term "Environmental Documents" shall mean all
                environmental documentation concerning the Building or the
                Office Building Area, of which the Premises is a part, or its
                environs, in the possession or under the control of Lessee,
                including, without limitation, plans, reports, correspondence
                and submissions. During the term of this Lease and subsequently,
                promptly upon receipt by Lessee or Lessee's Representatives,
                Lessee shall deliver to Lessor all Environmental Documents
                concerning or generated by or on behalf of Lessee, whether
                currently or hereafter existing. In addition, Lessee shall
                promptly notify Lessor of any environmental condition of which
                Lessee has knowledge, which may exist in, on, under, or about,
                or may be migrating from or onto the Building or the Office
                Building Area.

        (i)     LESSOR'S RIGHT TO PERFORM LESSEE'S OBLIGATIONS. Notwithstanding
                anything to the contrary set forth in this Lease, in the event,
                pursuant to this Lease, Lessee is required to undertake any
                sampling, assessment, investigation or remediation with respect
                to the Premises, the Building or the Office Building Area, as
                the case may be, then, at Lessor's discretion, Lessor shall have
                the right, if Lessee has failed to do so with reasonable
                promptness upon notice to Lessee, from time to time, to perform
                such activities at Lessee's expense, and all sums incurred by
                Lessor shall be paid by Lessee, as Additional Rent, upon demand.

        (j)     INDEMNITY. Lessee shall indemnify, defend and hold harmless
                Lessor, Lessor's officers, directors, shareholders, employees
                and personal or legal representatives from and against any and
                all claims, liabilities, losses, damages, penalties and costs,
                foreseen or unforeseen, including, without limitation, counsel,
                engineering and other professional or expert fees, which an
                indemnified party may incur resulting directly or indirectly,
                wholly or partly from Lessee's actions or omissions with regard
                to Lessee's obligations under this Article.

                Lessor shall indemnify, defend and hold harmless Lessee,
                Lessee's officers, directors, shareholders, employees and
                personal or legal representatives from and against any and all
                claims, liabilities, losses, damages, penalties and costs,
                foreseen or unforeseen, including, without limitation, counsel,
                engineering and other professional or expert fees, which an
                indemnified party may incur resulting directly or indirectly,
                wholly or partly from Lessor's actions or omissions with regard
                to Lessor's obligations under this Article. Any cost or expense
                incurred by Lessor pursuant to this indemnity shall be excluded
                from Operating Costs.

        (k)     SURVIVAL. This Article shall survive the expiration or earlier
                termination of this lease. Lessee's failure to abide by the
                terms of this Article shall be restrainable or enforceable, as
                the case may be, by injunction.

        (l)     INTERPRETATION. The obligations imposed upon Lessee under
                subparagraphs (a) through (j) above are in addition to and are
                not intended to limit, but to expand upon, the obligations
                imposed upon Lessee under this Article 5. As used in this
                Article, the term "Contaminants" shall include, without
                limitation, any regulated substance, toxic

                                        5
<Page>

                substance, hazardous substance, hazardous waste, pollution,
                pollutant, contaminant, petroleum, asbestos or polychlorinated
                biphenyls, as defined or referred to in any Environmental Laws.
                Where a law or regulation defines any of these terms more
                broadly then another, the broader definition shall apply.

6.      ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

        Lessee shall not, without first obtaining the written consent of Lessor,
        make any structural or Building Systems alterations, additions or
        improvements in, to or about the Premises. Building Systems shall mean
        any structural, life safety, plumbing, electrical, heating, ventilation
        or air conditioning system or its components. Lessee shall not, without
        first obtaining the written consent of Lessor (which shall not be
        unreasonably withheld or delayed) make any non-Building Systems
        alterations, additions or improvements in, to or about the Premises.
        Lessee may, upon notification to Lessor, perform minor cosmetic
        improvements, such as painting and wallpapering, without prior consent
        of Lessor.

7.      ACTIVITIES INCREASING FIRE INSURANCE RATES:

        Lessee shall not do or suffer anything to be done on the Premises which
        will increase the rate of fire insurance on the Building.

8.      ASSIGNMENT AND SUBLEASE:

        Provided Lessee is not in default of any provisions of this Lease,
        Lessee may assign or sublease the within Lease to any party subject to
        the following:

        a.      In the event Lessee desires to assign this Lease or sublease all
                or part of the Premises to any other party, the terms and
                conditions of such assignment or sublease shall be communicated
                to the Lessor in writing no less than thirty (30) days prior to
                the effective date of any such sublease or assignment, and,
                prior to such effective date, the Lessor shall have the option,
                exercisable in writing to the Lessee, to: (i) recapture in the
                case of subletting, that portion of the Premises to be sublet or
                all of the Premises in the case of an assignment ("Recapture
                Space") so that such prospective sublessee or assignee shall
                then become the lessee of Lessor hereunder, or (ii) recapture
                the Recapture Space for Lessor's own use. In the event that
                Lessor exercise its option to Recapture Space, the within Lessee
                shall be fully released from any and all obligations hereunder
                with respect to the Recapture Space and the Fixed Basic Rent and
                Lessee's Percentage shall be adjusted appropriately. Lessor
                shall advise Lessee in writing of Lessor's election with respect
                to the Recapture Space within twenty (20) days after Lessor's
                receipt of Lessee's notice of its intent to sublet or assign.
                Notwithstanding the foregoing, Lessor shall have no right to
                exercise its rights pursuant to clauses (i) or (ii) above if the
                space that Lessee proposes to sublet is less than eighty percent
                (80%) of the Premises and the term of such subletting, including
                renewal options, if any, is to expire at any time prior to the
                commencement of the last year of the Term.

        b.      In the event that the Lessor elects not to recapture the Lease
                or relet the Premises as hereinabove provided or in the event
                the proposed sublease falls within the provisions of the last
                sentence of sub section a. above, the Lessee may assign this
                Lease or sublet the whole or any portion of the Premises,
                subject to the Lessor's prior written consent, which consent
                shall not be unreasonably withheld and shall be deemed to have
                been given if Lessor does not advise Lessee otherwise in writing
                not less than twenty (20) days after Lessor's receipt of
                Lessee's notice of its intent to sublease or assign, on the
                basis of the following terms and conditions:

                i.      The Lessee shall provide to the Lessor the name and
                        address of the assignee or sublessee.

                ii.     The assignee or sublessee shall assume, by written
                        instrument, all of the obligations of this Lease, and a
                        copy of such assumption agreement shall be furnished to
                        the Lessor within ten (10) days of its execution. Any
                        sublease

                                        6
<Page>

                        shall expressly acknowledge that said sublessee's rights
                        against Lessor shall be no greater than those of Lessee.
                        Lessee further agrees that notwithstanding any such
                        subletting, no other and further subletting of the
                        Premises by Lessee or any person claiming through or
                        under Lessee shall or will be made except upon
                        compliance with and subject to the provisions of this
                        Article 8.

                iii.    Each sublease shall provide that it is subject and
                        subordinate to this Lease and to the matters to which
                        this Lease is or shall be subordinate, and that in the
                        event of default by Lessee under this Lease, Lessor may,
                        at its option, take over all of the right, title and
                        interest of Lessee, as sublessor, under such sublease,
                        and such sublessee shall, at Lessor's option, attorn to
                        Lessor pursuant to the then executory provisions of such
                        sublease, except that Lessor shall not (i) be liable for
                        any previous act or omission of Lessee under such
                        sublease or, (ii) be subject to any offset not expressly
                        provided in such sublease which theretofore accrued to
                        such sublease to which Lessor has not specifically
                        consented in writing or by any previous prepayment of
                        more than one month's rent.

                iv.     The Lessee and each assignee shall be and remain liable
                        for the observance of all the covenants and provisions
                        of this Lease, including, but not limited to, the
                        payment of Fixed Basic Rent and Additional Rent reserved
                        herein, through the entire Term of this Lease, as the
                        same may be renewed, extended or otherwise modified.

                v.      The Lessee and any assignee shall promptly pay to Lessor
                        fifty percent (50%) of any consideration received for
                        any assignment and/or fifty percent (50%) of the rent,
                        as and when received, in excess of the Rent required to
                        be paid by Lessee for the area sublet computed on the
                        basis of an average square foot rent for the gross
                        square footage Lessee has leased after deducting
                        therefrom Lessee's actual and reasonable expenses in
                        connection with such sublease or assignment.

                vi.     In any event, the acceptance by the Lessor of any rent
                        from the assignee or from any of the subtenants or the
                        failure of the Lessor to insist upon a strict
                        performance of any of the terms, conditions and
                        covenants herein shall not release the Lessee herein,
                        nor any assignee assuming this Lease, from any and all
                        of the obligations herein during and for the entire Term
                        of this Lease.

                vii.    In Lessor's reasonable judgment, the proposed assignee
                        or subtenant is engaged in a business or activity, and
                        the Premises, or the relevant part thereof, will be used
                        in a manner, which (a) is in keeping with the then
                        standard of the Building and (b) is limited to the use
                        of the Premises as general offices.

                viii.   The proposed assignee or subtenant is not then an
                        occupant of any part of the Building or any other
                        building then owned by Lessor or its affiliates within
                        the Mack-Cali Business Campus and Lessor has space
                        available for leasing reasonably equivalent to the
                        Premises, in the case of an assignment, or the space
                        proposed to be sublet, in the case of a subletting. For
                        the purposes hereof, the "Mack-Cali Business Campus"
                        shall mean, Two Hilton Court, One Sylvan Way, Two Dryden
                        Way, 4 Campus Drive, 4 Gatehall Drive, 5 Sylvan Way, 6
                        Campus Drive, 600 Parsippany Road, 7 Campus Drive, 7
                        Sylvan Way, and 9 Campus Drive.

                ix.     The proposed assignee or subtenant is not an entity or a
                        person with whom Lessor is or has been, within the
                        preceding sixty (60) day period, engaged in active
                        negotiations to lease space in the Building or any other
                        building owned by Lessor or its affiliates within the
                        Mack-Cali Business Campus and Lessor has space available
                        for leasing reasonably equivalent to the Premises, in
                        the case of an assignment, or the space proposed to be
                        sublet in case of a subletting.

                x.      There shall not be more than three (3) subtenants in the
                        Premises.

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                xi.     Lessee shall not publicly advertise the subtenancy for
                        less than the then current market rent per rentable
                        square foot for the Premises as though the Premises were
                        vacant; provided that nothing contained herein shall
                        prohibit subleases for less than the then current market
                        rent.

                xii.    Lessee shall not have (a) publicly advertised the
                        availability of the Premises without prior notice to and
                        approval by Lessor (which approval shall not be
                        unreasonably withheld or delayed), nor shall any
                        advertisement state the name (as distinguished from the
                        address) of the Building or (b) listed the Premises for
                        subletting or assignment other than with a broker, agent
                        or representative who waives any entitlement to a
                        commission or other fee from Lessor in the event of a
                        recapturing of the Premises;

                xiii.   The proposed occupancy shall not, in Lessor's reasonable
                        opinion, exceed the parking allocation presently
                        provided for in this Lease;

                xiv.    The proposed assignee or subtenant shall only use the
                        Premises for general offices and shall not be engaged in
                        any of the following:

                        (a)     educational, including but not limited to,
                                instructional facilities and correspondence
                                schools;
                        (b)     employment agencies;
                        (c)     model agencies;
                        (d)     photographic studios or laboratories;
                        (e)     spas, health, physical fitness or exercise
                                salons;
                        (f)     small loan offices;
                        (g)     real estate brokerage or real estate sales
                                offices open to the general public or
                                construction offices;
                        (h)     medical or dental facilities, including
                                professional offices, treatment facilities,
                                dispensaries or laboratories;
                        (i)     federal, state or local government offices;
                        (j)     so-called boiler room operations;
                        (k)     retail stock brokerage offices; and
                        (l)     religious organizations making facilities
                                available to congregations for uses other than
                                business purposes; and
                        (m)     executive office suite use.

                xv.     The proposed assignee or subtenant shall not be
                        entitled, directly or indirectly, to diplomatic or
                        sovereign immunity and shall be subject to the service
                        of process in, and the jurisdiction of, the state courts
                        of New Jersey.

                xvi.    Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR
                        ($500.00) payment to cover its handling charges for each
                        request for consent to any sublet or assignment prior to
                        its consideration of the same. Unless it is judicially
                        determined that Lessor has acted in bad faith, Lessee
                        acknowledges that its sole remedy with respect to any
                        assertion that Lessor's failure to consent to any sublet
                        or assignment is unreasonable shall be the remedy of
                        specific performance and Lessee shall have no other
                        claim or cause of action against Lessor as a result of
                        Lessor's actions in refusing to consent thereto.

        c.      If Lessee is a corporation other than a corporation whose stock
                is listed and traded on a nationally recognized stock exchange,
                the provisions of Sub-section a. shall apply to a transfer
                (however accomplished, whether in a single transaction or in a
                series of related or unrelated transactions) of stock (or any
                other mechanism such as, by way of example, the issuance of
                additional stock, a stock voting agreement or change in
                class(es) of stock) which results in a change of control of
                Lessee as if such transfer of stock (or other mechanism) which
                results in a change of control of Lessee were an assignment of
                this Lease, and if Lessee is a partnership or joint venture,
                said provisions shall apply with respect to a transfer (by one
                or more transfers) of an interest in the distributions of
                profits and losses of such partnership or joint venture (or
                other mechanism, such as, by way of example, the creation of
                additional general partnership or limited partnership interests)
                which results in a change of control of such a partnership or
                joint venture, as if such transfer of an interest in the
                distributions of profits and losses of such partnership or joint
                venture which results in

                                        8
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                a change of control of such partnership or joint venture were an
                assignment of this Lease; provided, however: (A) said provisions
                of Sub-section a. of this Article 7 shall not apply to
                transactions with a corporation into or with which Lessee is
                merged or consolidated or to which all or substantially all of
                Lessee's assets are transferred or to any corporation which
                controls or is controlled by Lessee or is under common control
                with Lessee (any of such transactions, a "Capital Transaction"),
                (B) Lessor's consent shall not be required with respect to a
                Capital Transaction in which (i) the successor to Lessee has the
                financial ability, in Lessor's reasonable discretion, to meet
                Lessee's obligations under the Lease, and (ii) proof
                satisfactory to Lessor of such financial ability to meet
                Lessee's obligations shall have been delivered to Lessor at
                least 10 days prior to the effective date of any such
                transaction.

        d.      In the event that any or all of Lessee's interest in the
                Premises and/or this Lease is transferred by operation of law to
                any trustee, receiver, or other representative or agent of
                Lessee, or to Lessee as a debtor in possession, and subsequently
                any or all of Lessee's interest in the Premises and/or this
                Lease is offered or to be offered by Lessee or any trustee,
                receiver, or other representative or agent of Lessee as to its
                estate or property (such person, firm or entity being
                hereinafter referred to as the "Grantor"), for assignment,
                conveyance, lease, or other disposition to a person, firm or
                entity other than Lessor (each such transaction being
                hereinafter referred to as a "Disposition"), it is agreed that
                Lessor has and shall have a right of first refusal to purchase,
                take, or otherwise acquire, the same upon the same terms and
                conditions as the Grantor thereof shall accept upon such
                Disposition to such other person, firm, or entity; and as to
                each such Disposition the Grantor shall give written notice to
                Lessor in reasonable detail of all of the terms and conditions
                of such Disposition within twenty (20) days next following its
                determination to accept the same but prior to accepting the
                same, and Grantor shall not make the Disposition until and
                unless Lessor has failed or refused to accept such right of
                first refusal as to the Disposition, as set forth herein.

                Lessor shall have sixty (60) days next following its receipt of
                the written notice as to such Disposition in which to exercise
                the option to acquire Lessee's interest by such Disposition, and
                the exercise of the option by Lessor shall be effected by notice
                to that effect sent to the Grantor; but nothing herein shall
                require Lessor to accept a particular Disposition or any
                Disposition, nor does the rejection of any one such offer of
                first refusal constitute a waiver or release of the obligation
                of the Grantor to submit other offers hereunder to Lessor. In
                the event Lessor accept such offer of first refusal, the
                transaction shall be consummated pursuant to the terms and
                conditions of the Disposition described in the notice to Lessor.
                In the event Lessor rejects such offer of first refusal, Grantor
                may consummate the Disposition with such other person, firm, or
                entity; but any decrease in price of more than two percent (2%)
                of the price sought from Lessor or any change in the terms of
                payment for such Disposition shall constitute a new transaction
                requiring a further option of first refusal to be given to
                Lessor hereunder.

        e.      Without limiting any of the provisions of Articles 12 and 13, if
                pursuant to the Federal Bankruptcy Code (herein referred to as
                the "Code"), or any similar law hereafter enacted having the
                same general purpose, Lessee is permitted to assign this Lease
                notwithstanding the restrictions contained in this Lease,
                adequate assurance of future performance by an assignee
                expressly permitted under such Code shall be deemed to mean the
                deposit of cash security in an amount equal to the sum of one
                year's Fixed Basic Rent plus an amount equal to the Additional
                Rent for the calendar year preceding the year in which such
                assignment is intended to become effective, which deposit shall
                be held by Lessor for the balance of the Term, without interest,
                as security for the full performance of all of Lessee's
                obligations under this Lease, to be held and applied in the
                manner specified for security in Article 16.

        f.      Except as specifically set forth above, no portion of the
                Premises or of Lessee's interest in this Lease may be acquired
                by any other person or entity, whether by assignment, mortgage,
                sublease, transfer, operation of law or act of the Lessee, nor
                shall Lessee pledge its interest in this Lease or in any
                security deposit required hereunder.

                                        9
<Page>

9.      COMPLIANCE WITH RULES AND REGULATIONS:

        Lessee shall observe and comply with the rules and regulations
        hereinafter set forth in Exhibit B attached hereto and made a part
        hereof and with such further reasonable rules and regulations as Lessor
        may prescribe, on written notice to the Lessee, for the safety, care and
        cleanliness of the Building and the comfort, quiet and convenience of
        other occupants of the Building. Lessee shall not place a load upon any
        floor of the Premises exceeding the floor load per square foot area
        which it was designed to carry and which is allowed by law. Lessor
        reserves the right to prescribe the weight and position of all safes,
        business machines and mechanical equipment. Such installations shall be
        placed and maintained by Lessee, at Lessee's expense, in settings
        sufficient, in Lessor's judgement, to absorb and prevent vibration,
        noise and annoyance.

10.     DAMAGES TO BUILDING:

        If the Building is damaged by fire or any other cause to such extent the
        cost of restoration, as reasonably estimated by Lessor, will equal or
        exceed twenty-five percent (25%) of the replacement value of the
        Building (exclusive of foundations) just prior to the occurrence of the
        damage, then Lessor may, no later than the sixtieth (60th) day following
        the date of damage, give Lessee a notice of election to terminate this
        Lease, or if the cost of restoration will equal or exceed fifty percent
        (50%) of such replacement value and if the Premises shall not be
        reasonably usable for the purpose for which they are leased hereunder,
        or if restoration of the damage will require more than one hundred
        eighty (180) days to complete or if such damage is not fully repaired
        and reasonable access to the Premises restored within one hundred eighty
        (180) days from the date of damage, then, in any such event, Lessee may,
        no later than the sixtieth (60th) day following the date of damage or
        following the end of said one hundred eighty (180) day period, give
        Lessor a notice of election to terminate this Lease. In either said
        event of election, this Lease shall be deemed to terminate on the
        thirtieth (30th) day after the giving of said notice, and Lessee shall
        surrender possession of the Premises within a reasonable time
        thereafter, and the Fixed Basic Rent, and any Additional Rent, shall be
        apportioned as of the date of said casualty and any Fixed Basic Rent or
        Additional Rent paid for any period beyond said date shall be repaid to
        Lessee. If the cost of restoration or condition of the Premises shall
        not entitle Lessor or Lessee to terminate this Lease, or if, despite the
        cost or such condition, neither Lessor nor Lessee elects to terminate
        this Lease within the periods provided above, Lessor shall restore the
        Building and the Premises with reasonable promptness, subject to Force
        Majeure, and Lessee shall have no right to terminate this Lease, except
        as set forth above. Lessor need not restore fixtures and improvements
        owned by Lessee.

        In any case in which use of the Premises is affected by any damage to
        the Building, there shall be either an abatement or an equitable
        reduction in Fixed Basic Rent, depending on the period for which and the
        extent to which the Premises are not reasonably usable for the purpose
        for which they are leased hereunder. The words "restoration" and
        "restore" as used in this Article 10 shall include repairs. If the
        damage results from the fault of the Lessee, Lessee's agents, servants,
        visitors or licensees, Lessee shall not be entitled to any abatement or
        reduction in Fixed Basic Rent, except to the extent of any rent
        insurance received by Lessor.

11.     EMINENT DOMAIN:

        If Lessee's use of the Premises is materially affected due to the taking
        by eminent domain of (a) the Premises or any part thereof or any estate
        therein; or (b) any other part of the Building; then, in either event,
        this Lease shall terminate on the date when title vests pursuant to such
        taking. The Fixed Basic Rent, and any Additional Rent, shall be
        apportioned as of said termination date and any Fixed Basic Rent or
        Additional Rent paid for any period beyond said date, shall be repaid to
        Lessee. Lessee shall not be entitled to any part of the award for such
        taking or any payment in lieu thereof, but Lessee may file a separate
        claim for any taking of fixtures and improvements owned by Lessee which
        have not become the Lessor's property, and for moving expenses, provided
        the same shall, in no way, affect or diminish Lessor's award. In the
        event of a partial taking which does not effect a termination of this
        Lease but does deprive Lessee of the use of a portion of the Premises,
        there shall either be an abatement or an equitable reduction of the
        Fixed Basic Rent, and an equitable

                                       10
<Page>

        adjustment reducing the Base Period Costs as hereinafter defined
        depending on the period for which and the extent to which the Premises
        so taken are not reasonably usable for the purpose for which they are
        leased hereunder.

12.     INSOLVENCY OF LESSEE:

        Either (a) the appointment of a receiver to take possession of all or
        substantially all of the assets of Lessee, or, (b) a general assignment
        by Lessee for the benefit of creditors, or, (c) any action taken or
        suffered by Lessee under any insolvency or bankruptcy act, shall
        constitute a default of this Lease by Lessee, and Lessor may terminate
        this Lease forthwith and upon notice of such termination Lessee's right
        to possession of the Premises shall cease, and Lessee shall then quit
        and surrender the Premises to Lessor but Lessee shall remain liable as
        hereinafter provided in Article 14 hereof.

13.     LESSOR'S REMEDIES ON DEFAULT:

        If Lessee defaults in the payment of Fixed Basic Rent, or any Additional
        Rent, or defaults in the performance of any of the other covenants and
        conditions hereof or permits the Premises to become deserted, abandoned
        or vacated, Lessor may give Lessee notice of such default, and if Lessee
        does not cure any Fixed Basic Rent or Additional Rent default within ten
        (10) days or other default within thirty (30) days after giving of such
        notice (or if such other default is of such nature that it cannot be
        completely cured within such period, if Lessee does not commence such
        curing within such thirty (30) day period and thereafter proceed with
        reasonable diligence and in good faith to cure such default), then
        Lessor may terminate this Lease on not less than ten (10) days notice to
        Lessee, and on the date specified in said notice, Lessee's right to
        possession of the Premises shall cease but Lessee shall remain liable as
        hereinafter provided. If this Lease shall have been so terminated by
        Lessor pursuant to Articles 12 or 13 hereof, Lessor may at any time
        thereafter resume possession of the Premises by any lawful means and
        remove Lessee or other occupants and their effects. The unsuccessful
        party shall pay tothe prevailing party, on demand, such expenses asthe
        prevailing party may incur, including, without limitation, court costs
        and reasonable attorney's fees and disbursements, in any proceeding
        relating to this Lease. Notwithstanding the foregoing, Lessee's vacating
        of the Premises shall not be deemed a default under this Lease, provided
        that at the time of such vacating of the Premises, Lessee shall deliver
        to Lessor a certification of the Chief Executive Officer or Chief
        Financial Officer of Lessee certifying that Lessee has the ability to
        meet its financial obligations under this Lease.

14.     DEFICIENCY:

        In any case where Lessor has recovered possession of the Premises by
        reason of Lessee's default, Lessor may, at Lessor's option, occupy the
        Premises or cause the Premises to be redecorated, altered, divided,
        consolidated with other adjoining premises or otherwise changed or
        prepared for reletting, and may relet the Premises or any part thereof,
        as agent of Lessee or otherwise, for a term or terms to expire prior to,
        at the same time as or subsequent to, the original Expiration Date of
        this Lease, at Lessor's option and receive the rent therefor. Rent so
        received shall be applied first to the payment of such reasonable
        expenses as Lessor may have incurred in connection with the recovery of
        possession, redecorating, altering, dividing, consolidating with other
        adjoining premises, or otherwise changing or preparing for reletting,
        and the reletting, including brokerage and reasonable attorney's fees,
        and then to the payment of damages in amounts equal to the Fixed Basic
        Rent and Additional Rent hereunder and to the costs and expenses of
        performance of the other covenants of Lessee as herein provided. Lessee
        agrees, in any such case, whether or not Lessor has relet, to pay to
        Lessor damages equal to the Fixed Basic Rent and Additional Rent from
        the date of such default to the date of expiration of the term demised
        and other sums herein agreed to be paid by Lessee, less the net proceeds
        of the reletting, if any, received by Lessor during the remainder of the
        unexpired term hereof, as ascertained from time to time, and the same
        shall be payable by Lessee on the several rent days above specified.
        Lessee shall not be entitled to any surplus accruing as a result of any
        such reletting. In reletting the Premises as aforesaid, Lessor may grant
        commercially reasonable rent concessions, and Lessee shall not be
        credited therewith. No such reletting shall constitute a surrender and
        acceptance or be deemed evidence thereof. If Lessor elects, pursuant
        hereto, actually to occupy and use the Premises or

                                       11
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        any part thereof during any part of the balance of the Term as
        originally fixed or since extended, there shall be allowed against
        Lessee's obligation for rent or damages as herein defined, during the
        period of Lessor's occupancy, the reasonable value of such occupancy,
        not to exceed, in any event, the Fixed Basic Rent and Additional Rent
        herein reserved and such occupancy shall not be construed as a release
        of Lessee's liability hereunder.

        Alternatively, in any case where Lessor has recovered possession of the
        Premises by reason of Lessee's default, Lessor may at Lessor's option,
        and at any time thereafter, and without notice or other action by
        Lessor, and without prejudice to any other rights or remedies it might
        have hereunder or at law or equity, become entitled to recover from
        Lessee, as Damages for such breach, in addition to such other sums
        herein agreed to be paid by Lessee, to the date of re-entry, expiration
        and/or dispossess, an amount equal to the difference between the Fixed
        Basic Rent and Additional Rent reserved in this Lease from the date of
        such default to the date of Expiration of the original Term demised and
        the then fair and reasonable rental value of the Premises for the same
        period. Said Damages shall become due and payable to Lessor immediately
        upon such breach of this Lease and without regard to whether this Lease
        be terminated or not, and if this Lease be terminated, without regard to
        the manner in which it is terminated. In the computation of such
        Damages, the difference between an installment of Fixed Basic Rent and
        Additional Rent thereafter becoming due and the fair and reasonable
        rental value of the Premises for the period for which such installment
        was payable shall be discounted to the date of such default at the rate
        of not more than six percent (6%) per annum.

        Lessee hereby waives all right of redemption to which Lessee or any
        person under Lessee might be entitled by any law now or hereafter in
        force.

        Lessor's remedies hereunder are in addition to any remedy allowed by
        law.

15.     SUBORDINATION OF LEASE:

        This Lease shall, at Lessor's option, or at the option of any holder of
        any underlying lease or holder of any mortgages or trust deed, be
        subject and subordinate to any such underlying leases and to any such
        mortgages or trust deed which may now or hereafter affect the real
        property of which the Premises form a part, and also to all renewals,
        modifications, consolidations and replacements of said underlying leases
        and said mortgages or trust deed provided, that Lessor shall use
        commercially reasonable efforts to obtain a non-disturbance agreement
        from the holder of any such underlying lease, mortgage or trust deed.
        Any reasonable expenses charged by the mortgagee in connection with the
        obtaining of the aforesaid agreement shall be paid by Lessee. Although
        no instrument or act on the part of Lessee shall be necessary to
        effectuate such subordination, Lessee will, nevertheless, execute and
        deliver such further instruments confirming such subordination of this
        Lease as may be desired by the holders of said mortgages or trust deed
        or by any of the lessor's under such underlying leases. Lessee hereby
        appoints Lessor attorney-in-fact, irrevocably, to execute and deliver
        any such instrument for Lessee. If any underlying lease to which this
        Lease is subject terminates, Lessee shall, on timely request, attorn to
        the owner of the reversion.

        Lessor represents that there currently is no mortgage encumbering the
        Premises.

16.     SECURITY DEPOSIT:

        Lessee shall deposit with Lessor on the signing of this Lease, the
        Security Deposit as defined in the Preamble for the full and faithful
        performance of Lessee's obligations under this Lease, including without
        limitation, the surrender of possession of the Premises to Lessor as
        herein provided. If Lessor applies any part of said Security Deposit to
        cure any default of Lessee, Lessee shall, on demand, deposit with Lessor
        the amount so applied so that Lessor shall have the full Security
        Deposit on hand at all times during the Term of this Lease. In the event
        of a bona fide sale of the Building, subject to this Lease, Lessor shall
        have the right to transfer the Security Deposit to the vendee, and
        Lessor shall be considered released by Lessee from all liability for the
        return of the Security Deposit; and Lessee agrees to look solely to the
        new lessor for the return of the Security Deposit, and it is agreed that
        this shall apply to every transfer or assignment made of the Security
        Deposit to the new lessor. Provided this Lease is not in default, the
        Security Deposit (less any portions thereof used, applied or retained by
        Lessor in accordance with the provisions of this Article 16), shall be
        returned to Lessee after

                                       12
<Page>

        the expiration or sooner termination of this Lease and after delivery of
        the entire Premises to Lessor in accordance with the provisions of this
        Lease. Lessee covenants that it will not assign or encumber or attempt
        to assign or encumber the Security Deposit and Lessor shall not be bound
        by any such assignment, encumbrance or attempt thereof.

        In the event of the insolvency of Lessee, or in the event a petition is
        filed by or against Lessee under any chapter of the bankruptcy laws of
        the State of New Jersey or the United States of America, then in such
        event, Lessor may require the Lessee to deposit additional security in
        an amount which in Lessor's sole judgement would be sufficient to
        adequately assure Lessee's performance of all of its obligations under
        this Lease including all payments subsequently accruing. Failure of
        Lessee to deposit the security required by this Article 16 within ten
        (10) days after Lessor's written demand shall constitute a material
        breach of this Lease by Lessee.

        Lessee may deliver to Lessor after the date hereof, in lieu of the cash
        deposit set forth in this Article, an irrevocable negotiable letter of
        credit in amount set forth in Paragraph 16 of the Preamble and
        substantially in the form annexed hereto as Exhibit H. Said letter of
        credit shall be for a term of not less than one (1) year and shall be
        renewed by Lessee (without notice from Lessor) no later than forty-five
        (45) days prior to its expiration, and the expiration of each
        replacement thereof, until Lessor shall be required to return the
        security to Lessee pursuant to the terms of this Lease but in no event
        earlier than ninety (90) days after the Expiration Date, and each such
        renewal letter of credit shall be delivered to Lessor no later than
        forty-five (45) days prior to the expiration of the letter of credit
        then held by Lessor. If any portion of the security deposit shall be
        utilized by Lessor in the manner permitted by this Lease, Lessee shall,
        within five (5) days after request by Lessor, replenish the security
        account by depositing with Lessor, in cash or by letter of credit, an
        amount equal to that utilized by Lessor. Failure of Lessee to comply
        strictly with the provisions of this Article shall constitute a material
        breach of this Lease and Lessor shall be entitled to present the letter
        of credit held by for payment (without notice to Lessee). If the cash
        security is converted into a letter of credit, the provisions with
        respect to letters of credit shall apply (with the necessary changes in
        Points of detail) to such letter of credit deposit. In the event of a
        bank failure or insolvency affecting the letter of credit, Lessee shall
        replace same within twenty (20) days after being requested to do so by
        Lessor.

17.     RIGHT TO CURE LESSEE'S BREACH:

        If Lessee breaches any covenant or condition of this Lease, Lessor may,
        on reasonable notice to Lessee (except that no notice need be given in
        case of emergency), cure such breach at the expense of Lessee and the
        reasonable amount of all expenses, including attorney's fees, incurred
        by Lessor in so doing (whether paid by Lessor or not) shall be deemed
        Additional Rent payable on demand.

18.     MECHANIC'S LIENS:

        Lessee shall, within fifteen (15) days after notice from Lessor,
        discharge or satisfy by bonding or otherwise any mechanic liens for
        materials or labor claimed to have been furnished to the Premises on
        Lessee's behalf.

19.     RIGHT TO INSPECT AND REPAIR:

        Lessor may enter the Premises but shall not be obligated to do so
        (except as required by any specific provision of this Lease) at any
        reasonable time on reasonable notice to Lessee (except that no notice
        need be given in case of emergency), in such a manner and at such times
        as to minimize interference with Lessee's business, for the purpose of
        inspection or the making of such repairs, replacement or additions in,
        to, on and about the Premises or the Building, as Lessor deems necessary
        or desirable. Lessee shall have no claims or cause of action against
        Lessor by reason thereof. In no event shall Lessee have any claim
        against Lessor for interruption of Lessee's business, however occurring,
        including but not limited to that arising from the negligence of Lessor,
        its agents, servants or invitees, or from defects, errors or omissions
        in the construction or design of the Premises and/or the Building,
        including the structural and non-structural portions thereof.

                                       13
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20.     SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:

        Subject to intervening laws, ordinances, regulations and executive
        orders, Lessor agrees to furnish, except on holidays, as set forth on
        Exhibit E attached hereto and made a part hereof:

        a.      The cleaning services, as set forth on Exhibit D attached hereto
                and made a part hereof, and subject to the conditions therein
                stated. Except as set forth on Exhibit D, Lessee shall pay the
                cost of all other cleaning services required by Lessee.

        b.      Heating, ventilating and air conditioning (herein "HVAC") as
                appropriate for the season, and as set forth on Exhibit C-1,
                attached hereto and made a part hereof, together with Common
                Facilities lighting and electric energy all during Building
                Hours, as defined in the Preamble.

        c.      Cold and hot water for drinking and lavatory purposes.

        d.      Elevator service during Building Hours (if the Building contains
                an elevator or elevators for the use of the occupants thereof).

        e.      Restroom supplies and exterior window cleaning when reasonably
                required.

        f.      Notwithstanding the requirements of Exhibit C-1 (as to HVAC) or
                D or any other provision of this Lease, Lessor shall not be
                liable for failure to furnish any of the aforesaid services when
                such failure is due to Force Majeure, as hereinafter defined.
                Lessor shall not be liable, under any circumstances, including,
                but not limited to, that arising from the negligence of Lessor,
                its agents, servants or invitees, or from defects, errors or
                omissions in the construction or design of the Premises and/or
                the Building, including the structural and non-structural
                portions thereof, for loss of or injury to Lessee or to
                property, however occurring, through or in connection with or
                incidental to the furnishings of, or failure to furnish, any of
                the aforesaid services or for any interruption to Lessee's
                business, however occurring.

21.     INTERRUPTION OF SERVICES OR USE:

        Interruption or curtailment of any service maintained in the Building or
        at the Office Building Area, if caused by Force Majeure, as hereinafter
        defined, shall not entitle Lessee to any claim against Lessor or to any
        abatement in rent, and shall not constitute a constructive or partial
        eviction, unless Lessor fails to take measures as may be reasonable
        under the circumstances to restore the service without undue delay. If
        the Premises are rendered untenantable in whole or in part, for a period
        of five (5) consecutive business days, by the making of repairs,
        replacements or additions, other than those made with Lessee's consent
        or caused by misuse or neglect by Lessee, or Lessee's agents, servants,
        visitors or licensees, there shall be a proportionate abatement of Rent
        from and after said fifth (5th) consecutive business day and continuing
        for the period of such untenantability. In no event, shall Lessee be
        entitled to claim a constructive eviction from the Premises unless
        Lessee shall first have notified Lessor in writing of the condition or
        conditions giving rise thereto, and if the complaints be justified,
        unless Lessor shall have failed, within a reasonable time after receipt
        of such notice, to remedy, or commence and proceed with due diligence to
        remedy such condition or conditions, all subject to Force Majeure as
        hereinafter defined.

22.     BUILDING STANDARD OFFICE ELECTRICAL SERVICE:

        The cost of electric current which is supplied by the Lessor for use by
        the Lessee in the Premises, other than for heating or air conditioning
        purposes, shall be reimbursed to the Lessor at terms, classification and
        rates normally charged by the public utilities corporation serving that
        part of the municipality where the subject Premises are located.

        a.      From and after the Commencement Date, Lessee agrees to pay as
                Additional Rent an estimated electrical charge of $.10 per
                square foot per month, payable on the first day

                                       14
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                of each and every month, until such time as an electrical survey
                can be performed pursuant to Article 22(b) below.

        b.      Lessee agrees that an independent electrical engineering
                consultant shall make a survey of electric power demand of the
                electric lighting fixtures and the electric equipment of Lessee
                used in the Premises to determine the average monthly electric
                consumption thereof, and the costs of said survey shall be borne
                by Lessee but not in excess of $350.00. The findings of said
                consultant as to the average monthly electric consumption of
                Lessee shall, unless objected to by Lessee within forty-five
                (45) days, be conclusive and binding on Lessor and Lessee. After
                Lessor's consultant has submitted its report, Lessee shall pay
                to Lessor, within ten (10) days after demand therefor by Lessor,
                the amount (based on the monthly consumption found by such
                consultant) as owing from the Lease Term's Commencement Date,
                and the then expired months, to include the then current month
                and thereafter adjusted for the estimated electrical charges
                already paid pursuant to Article 22(a), on the first day of
                every month, in advance, the amount set forth as the monthly
                consumption in said report. Said amounts shall be treated as
                Additional Rent due hereunder. Proportionate sums shall be
                payable for periods of less than a full month if the Term
                commences or ends on any other than the first or last day of the
                month. If Lessee objects to said findings, Lessee shall
                nevertheless pay and continue to pay the amount determined by
                Lessor's consultant until the issue is finally resolved, but
                Lessee may, at its expense, seek the services of an independent
                electrical consultant who shall make a survey as provided above.
                If Lessor's and Lessee's consultant cannot agree as to Lessee's
                consumption within thirty (30) days of Lessee's consultant's
                findings either Lessor or Lessee may request the American
                Arbitration Association in Somerset, New Jersey to appoint an
                electrical engineering consultant whose decision shall be final
                and binding on Lessor and Lessee, and whose cost shall be shared
                equally. Upon the issue being finally resolved, any overpayment
                made by Lessee shall be promptly refunded.

        c.      In the event that there shall be an increase or decrease in the
                rate schedule (including surcharges or demand adjustments), of
                the public utility for the supply of Building Standard Office
                Electrical Service, or the imposition of any tax with respect to
                such service or increase in any such tax following the Lease
                Term's commencement, the Additional Rent payable hereunder shall
                be adjusted equitably to reflect the increase or decrease in
                rate or imposition or increase in the aforesaid tax. All
                computations shall be made on the basis of Lessee's surveyed
                usage as if a meter exclusively measuring such usage to the
                Premises was in place.

        d.      Lessee covenants that it shall notify Lessor immediately upon
                the introduction of any office equipment or lighting different
                from that on the Premises as of Lessor's electrical survey or in
                addition to the aforesaid equipment or lighting on the Premises
                as of said survey. The introduction of any new or different
                equipment or lighting shall be cause for, at Lessor's election,
                a resurveying of the Premises at Lessee's expense. Lessor
                reserves the right to inspect the Premises to insure compliance
                with this provision.

        e.      Lessor shall not be liable in any way to Lessee for any loss,
                damage or expense which Lessee may sustain or incur as a result
                of any failure, defect or change in the quantity or character of
                electrical energy available for redistribution to the Premises
                pursuant to this Article 22 nor for any interruption in the
                supply, and Lessee agrees that such supply may be interrupted
                for inspection, repairs and replacement and in emergencies. In
                any event, the full measure of Lessor's liability for any
                interruption in the supply due to Lessor's acts or omissions
                shall be an abatement of Fixed Basic Rent and Additional Rent,
                unless Lessor fails to take such measures as may be reasonable
                under the circumstances to restore such service without undue
                delay. In no event shall Lessor be liable for any business
                interruption suffered by Lessee.

        f.      Lessor, at Lessee's expense, shall furnish and install all
                replacement lighting tubes, lamps, ballasts and bulbs required
                in the Premises. Lessee, however, shall have the right to
                furnish and/or install any or all of the items mentioned in this
                Article 22(f).

        g.      Lessee's use of electrical service as contemplated herein shall
                be during Building Hours, and any use in excess of said Building
                Hours shall result in an adjustment as set forth in Article
                22(a) hereof to reflect such additional consumption.

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23.     ADDITIONAL RENT:

        It is expressly agreed that Lessee will pay in addition to the Fixed
        Basic Rent provided in Article 3 hereof, an Additional Rent to cover
        Lessee's Percentage as defined in the Preamble, of the increased cost to
        Lessor, for each of the categories enumerated herein, over the "Base
        Period Costs", as defined in the Preamble for said categories.

        a.      OPERATING COST ESCALATION -- If the Operating Costs incurred for
                the Building in which the Premises are located and Office
                Building Area for any Lease Year or Partial Lease Year during
                the Lease Term shall be greater than the Base Operating Costs
                (adjusted proportionately for periods less than a Lease Year),
                then Lessee shall pay to Lessor, as Additional Rent, Lessee's
                Percentage of all such excess Operating Costs. Operating Costs
                shall include, by way of illustration and not of limitation:
                personal property taxes; management fees; labor, including all
                wages and salaries; social security taxes, and other taxes which
                may be levied against Lessor upon such wages and salaries;
                supplies; repairs and maintenance; maintenance and service
                contracts; painting; wall and window washing; laundry and towel
                service; tools and equipment (which are not required to be
                capitalized for federal income tax purposes); fire and other
                insurance; trash removal; lawn care; snow removal and all other
                items properly constituting direct operating costs according to
                standard accounting practices (hereinafter collectively referred
                to as the "Operating Costs"), but not including any of the
                exclusions from Operating Costs set forth on Exhibit I attached
                hereto.

        b.      FUEL, UTILITIES AND ELECTRIC COST ESCALATION (hereinafter
                referred to as "Utility and Energy Costs") - If the Utility and
                Energy Costs, including any fuel surcharges or adjustments with
                respect thereto, incurred for water, sewer, gas, electric, other
                utilities and heating, ventilating and air conditioning for the
                Building, to include all leased and leasable areas (not
                separately billed or metered within the Building), and Common
                Facilities electric, lighting, water, sewer and other utilities
                for the Building and Office Building Area, for any Lease Year or
                Partial Lease Year, during the Term, shall be greater than the
                Base Utility and Energy Costs (adjusted proportionately for
                periods less than a Lease Year), then Lessee shall pay to Lessor
                as Additional Rent, Lessee's Percentage of all such excess
                Utility and Energy Costs. As used in this Article 23, the Base
                Utility and Energy Costs shall be as defined in the Preamble.

        c.      TAX ESCALATION -- If the Real Estate Taxes for the Building and
                Office Building Area at which the Premises are located for any
                Lease Year or Partial Lease Year, during the Lease Term, shall
                be greater than the Base Real Estate Taxes (adjusted
                proportionately for periods less than a Lease Year), then
                provided that such increase in Real Estate Taxes is not the
                result of expansion or addition to the Building and the Office
                Building Area at which the Premises are located, Lessee shall
                pay to Lessor as Additional Rent, Lessee's Percentage as
                hereinafter defined, of all such excess Real Estate Taxes.
                Lessor represents to Lessee that the Building and Office
                Building Area at which the Premises are located are assessed for
                Real Estate Tax purposes as of the date of this Lease as fully
                completed.

                As used in this Article 23(c), the words and terms which follow
                mean and include the following:

                i.      "Base Real Estate Taxes" shall be as defined in the
                        Preamble.

                ii.     "Real Estate Taxes" shall mean the property taxes and
                        assessments imposed upon the Building and Office
                        Building Area, or upon the rent, as such, payable to the
                        Lessor, including, but not limited to, real estate,
                        city, county, village, school and transit taxes, or
                        taxes, assessments, or charges levied, imposed or
                        assessed against the Building and Office Building Area
                        by any other taxing authority, whether general or
                        specific, ordinary or extraordinary, foreseen or
                        unforeseen. If due to a future change in the method of
                        taxation, any franchise, income or profit tax shall be
                        levied against Lessor in substitution for, or in lieu
                        of, or in addition to, any tax which would otherwise
                        constitute a Real Estate Tax, such franchise, income or
                        profit tax shall be

                                       16
<Page>

                        deemed to be a Real Estate Tax for the purposes hereof;
                        conversely, any additional real estate tax hereafter
                        imposed in substitution for, or in lieu of, any
                        franchise, income or profit tax (which is not in
                        substitution for, or in lieu of, or in addition to, a
                        Real Estate Tax as hereinbefore provided) shall not be
                        deemed a Real Estate Tax for the purposes hereof.

        d.      LEASE YEAR -- As used in this Article 23, Lease Year shall mean
                a calendar year. Any portion of the Term which is less than a
                Lease Year as hereinbefore defined, that is, from the
                Commencement Date through the following December 31, and from
                the last January 1, falling within the Term to the end of the
                Term, shall be deemed a "Partial Lease Year". Any reference in
                this Lease to a Lease Year shall, unless the context clearly
                indicates otherwise, be deemed to be a reference to a Partial
                Lease Year if the period in question involves a Partial Lease
                Year.

        e.      PAYMENT -- At any time, and from time to time, after the
                establishment of the Base Period Costs for each of the
                categories referred to above, Lessor shall advise Lessee in
                writing of Lessee's Percentage share with respect to each of the
                categories as reasonably estimated for the next twelve (12)
                month period (or proportionate part thereof if the last period
                prior to the Lease's expiration is less than twelve (12) months)
                as then known to the Lessor, and thereafter, the Lessee shall
                pay as Additional Rent, Lessee's Percentage share of these costs
                for the then current period affected by such advice (as the same
                may be periodically revised by Lessor as additional costs are
                incurred) in equal monthly installments, such new rates being
                applied to any months, for which the Fixed Basic Rent shall have
                already been paid which are affected by the Operating Cost
                Escalation and/or Utility and Energy Cost Escalation and/or Tax
                Escalation Costs above referred to, as well as the unexpired
                months of the current period, the adjustment for the then
                expired months to be made at the payment of the next succeeding
                monthly rental, all subject to final adjustment at the
                expiration of each Lease Year as defined in Article 23(e) hereof
                (or Partial Lease Year if the last period prior to the Lease's
                termination is less than twelve (12) months).

                In the event the last period prior to the Lease's termination is
                less than twelve (12) months, the Base Period Costs during said
                period shall be proportionately reduced to correspond to the
                duration of said final period.

        f.      BOOKS AND REPORTS -- For the protection of Lessee, Lessor shall
                maintain books of account which, together with the back-up
                materials thereto, shall be open to Lessee and its
                representatives at all reasonable times so that Lessee can
                determine that such Operating, Utility and Energy and Real
                Estate Tax Costs have, in fact, been paid or incurred. Lessee's
                representatives shall not (i) perform such inspection and/or
                audit on a contingency basis, or (ii) perform such an inspection
                and/or audit for any other tenant in the Building. At Lessor's
                request, Lessee shall execute a confidentiality agreement
                reasonably acceptable to Lessor prior to any examination of
                Lessor's books and records. In the event Lessee disputes any one
                or more of said charges, Lessee shall attempt to resolve such
                dispute with Lessor, provided that if such dispute shall not be
                satisfactorily settled between Lessor and Lessee, the dispute
                shall be referred by either party to an independent certified
                public accountant to be mutually agreed upon, and if such an
                accountant cannot be agreed upon, The American Arbitration
                Association may be asked by either party to select an
                arbitrator, whose decision on the dispute will be final and
                binding upon both parties, who shall jointly share any cost of
                such arbitration. If the arbitrator determines that Lessor has
                overstated the disputed sum by more than five percent (5%), then
                Lessor shall pay the entire cost of the arbitration. Pending
                resolution of said dispute the Lessee shall pay to Lessor the
                sum so billed by Lessor subject to its ultimate resolution as
                aforesaid. The parties agree to make any adjustment to such
                Operating, Utility and Energy and Real Estate Tax Costs payments
                determined to be necessary as a result of such review by Lessee
                and/or arbitration.

        g.      RIGHT OF REVIEW -- Once Lessor shall have finally determined
                said Operating, Utility and Energy or Real Estate Tax Costs at
                the expiration of a Lease Year, then as to the item so
                established, Lessee shall only be entitled to dispute said
                charge as finally established for a period of six (6) months
                after such charge is finally established, and

                                       17
<Page>

                Lessee specifically waives any right to dispute any such charge
                at the expiration of said six (6) month period.

        h.      OCCUPANCY ADJUSTMENT -- If, with respect to Operating Cost
                Escalation, as established in Article 23(a) hereof, and Utility
                and Energy Cost Escalation, as established in Article 23(b)
                hereof, the Building is less than ninety-five percent (95%)
                occupied during the establishment of the respective Base
                Periods, then the Base Costs incurred with respect to said
                Operating Cost or Utility and Energy Cost shall be adjusted
                during any such period within the Base Period so as to reflect
                ninety-five percent (95%) occupancy. Similarly, if during any
                Lease Year or Partial Lease Year, subsequent to the Base Period
                the Building is less than ninety-five percent (95%) occupied,
                then the actual costs incurred for Operating Cost and Utility
                and Energy Cost shall be increased during any such period to
                reflect ninety-five percent (95%) occupancy so that at all times
                after the Base Period the Operating Cost or Utility and Energy
                Cost shall be actual costs, but in the event less than
                ninety-five percent (95%) of the Building is occupied during all
                or part of the Lease Year involved, the Operating Cost or
                Utility and Energy Cost shall not be less than that which would
                have been incurred had ninety-five percent (95%) of the Building
                been occupied. The aforesaid adjustment shall only be made with
                respect to those items that are in fact affected by variations
                in occupancy levels.

24.     LESSEE'S ESTOPPEL :

        Lessee shall, from time to time, on not less than ten (10) days prior
        written request by Lessor, execute, acknowledge and deliver to Lessor a
        written statement, substantially in the form of Exhibit F attached
        hereto, certifying that the Lease is unmodified and in full force and
        effect, or that the Lease is in full force and effect as modified and
        listing the instruments of modification; the dates to which the rents
        and charges have been paid; and, to the best of Lessee's knowledge,
        whether or not Lessor is in default hereunder, and if so, specifying the
        nature of the default. It is intended that any such statement delivered
        by Lessee pursuant to this Article 24 may be relied on by a prospective
        purchaser of Lessor's interest or mortgagee of Lessor's interest or
        assignee of any mortgage of Lessor's interest.

        Lessor shall, from time to time, on not less than ten (10) days prior
        written request by Lessee, execute, acknowledge and deliver to Lessee a
        written statement reasonably acceptable to Lessee, certifying that the
        Lease is unmodified and in full force and effect, or that the Lease is
        in full force and effect as modified and listing the instruments of
        modifications; the dates to which the rents and charges have been paid;
        and whether or not Lessee is in default hereunder, and if so, specifying
        the nature of the default. It is intended that any such statement
        delivered by Lessor pursuant to this Article24 may be relied on by the
        person to whom Lessee requests that such statement be addressed.

25.     HOLDOVER TENANCY:

        If Lessee holds possession of the Premises after the Expiration Date of
        this Lease, Lessee shall (i) become a tenant from month to month under
        the provisions herein provided, but at one hundred fifty percent (150%)
        of the monthly Fixed Basic Rent for the last month of the Term, plus the
        Additional Rent, for the first two (2) months of Lessee's holding over
        and two hundred percent (200%) of the monthly Fixed Basic Rent for the
        last month of the Term, plus the Additional Rent, thereafter, which
        shall continue as provided in the Lease which sum shall be payable in
        advance on the first day of each month, and without the requirement for
        demand or notice by Lessor to Lessee demanding delivery of possession of
        said Premises, and such tenancy shall continue until terminated by
        Lessor, or until Lessee shall have given to Lessor, at least thirty (30)
        days prior to the intended date of termination, a written notice of
        intent to terminate such tenancy, which termination date must be as of
        the end of a calendar month; and (ii) indemnify Lessor against loss or
        liability resulting from the delay by Lessee in so surrendering the
        Premises including, without limitation, any claims made by any
        succeeding occupant founded on such delay. Lessee's obligations under
        this Section shall survive the expiration or sooner termination of the
        Lease. The time limitations described in this Article 25 shall not be
        subject to extension for Force Majeure.

                                       18
<Page>

26.     RIGHT TO SHOW PREMISES:

        Lessor may show the Premises to prospective purchasers and mortgagees;
        and during the twelve (12) months prior to termination of this Lease, to
        prospective tenants, during Building Hours on reasonable notice to
        Lessee.

27.     LESSOR'S WORK - LESSEE'S DRAWINGS:

        Lessee shall accept the Premises "as is". Such term shall mean in the
        same condition and repair in which the prior tenant vacated such space,
        and Lessee shall be responsible for any demolition and removal of any
        improvements existing in the Premises in connection with the prior
        tenant's occupancy, and all other work as may be necessary to convert
        the Premises to Lessee's requirements. Lessor shall not be responsible
        for performing any work with respect to such space. Any work, changes or
        improvements made to such space shall be performed at Lessee's expense
        in accordance with the terms of Exhibit C of this Lease.

28.     WAIVER OF TRIAL BY JURY:

        To the extent such waiver is permitted by law, the parties waive trial
        by jury in any action or proceeding brought in connection with this
        Lease or the Premises.

29.     LATE CHARGE:

        Anything in this Lease to the contrary notwithstanding, at Lessor's
        option, Lessee shall pay a "Late Charge" of five percent (5%) of any
        installment of Fixed Basic Rent or Additional Rent paid more than five
        (5) business days after the due date thereof, to cover the extra expense
        involved in handling delinquent payments, said Late Charge to be
        considered Additional Rent. The amount of the Late Charge to be paid by
        Lessee shall be reassessed and added to Lessee's obligations for each
        successive monthly period until paid.

        Notwithstanding anything in this Section to the contrary, Lessor shall
        waive a Late Charge one time during each Lease Year provided, however,
        the installment of Fixed Basic Rent or Additional Rent so due is paid by
        the fifteenth (15th) day of the month.

30.     LESSEE'S INSURANCE:

        a.      Lessee covenants to provide at Lessee's cost and expense on or
                before the earlier of (i) the Commencement Date, or (ii)
                Lessee's taking actual possession for the purpose of completing
                any improvement work, and to keep in full force and effect
                during the entire Term and so long thereafter as Lessee, or
                anyone claiming by, through or under Lessee, shall occupy the
                Premises, insurance coverage as follows:

                i.      Commercial General Liability insurance with contractual
                        liability endorsements with respect to the Premises and
                        the business of Lessee in which Lessee shall be
                        adequately covered under limits of liability of not less
                        than FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00)
                        combined single limit per occurrence for bodily or
                        personal injury (including death) and property damage.
                        Such insurance may be carried (x) under a blanket policy
                        covering the Premises and other locations of Lessee, if
                        any, provided that each such policy shall in all
                        respects comply with this Article and shall specify that
                        the portion of the total coverage of such policy that is
                        allocated to the Premises is in the amounts required
                        pursuant to this Article 30 and (y) under a primary
                        liability policy of not less than ONE MILLION AND 00/100
                        DOLLARS ($1,000,000.00) and the balance under an
                        umbrella policy. Notwithstanding anything to the
                        contrary contained in this Lease, the carrying of
                        insurance by Lessee in compliance with this Article 30
                        shall not modify, reduce, limit or impair Lessee's
                        obligations and liability under Article 33 hereof.

                                       19
<Page>

                ii.     Fire and Extended Coverage, Vandalism, Malicious
                        Mischief, Sprinkler Leakage and Special Extended
                        Coverage Insurance in an amount adequate to cover the
                        cost of replacement of all personal property,
                        decoration, trade fixtures, furnishings, equipment in
                        the Premises and all contents therein. Lessor shall not
                        be liable for any damage to such property of Lessee by
                        fire or other peril includable in the coverage afforded
                        by the standard form of fire insurance policy with
                        extended coverage endorsement attached (whether or not
                        such coverage is in effect), no matter how caused, it
                        being understood that the Lessee will look solely to its
                        insurer for reimbursement.

                iii.    Worker's Compensation Insurance in the minimum statutory
                        amount covering all persons employed by Lessee.

                iv.     Said limits shall be subject to periodic review and
                        Lessor reserves the right to increase said coverage
                        limits if, in the reasonable opinion of Lessor, said
                        coverage becomes inadequate and is less than that
                        commonly maintained by tenants in similar buildings in
                        the area by tenants making similar uses. On or before
                        the Commencement Date, and thereafter at Lessor's
                        request, Lessee shall provide Lessor evidence of the
                        insurance coverage required herein in the form of a
                        duplicate original insurance policy, an insurance binder
                        (countersigned by the insurer), or Evidence of Insurance
                        (in form ACORD 27 with respect to property insurance and
                        ACORD 25-S with respect to liability insurance) for each
                        of the insurance policies Lessee is required to carry in
                        compliance with its obligations under this Lease.

        b.      All of the aforesaid insurance shall (i) name Lessor as an
                additional insured on a primary basis; (ii) be written by one or
                more responsible insurance companies licensed in the State of
                New Jersey satisfactory to Lessor and in form satisfactory to
                Lessor; (iii) contain endorsements substantially as follows: "It
                is understood and agreed that the insurer will give to Lessor,
                or any successor lessor, c/o Mack-Cali Realty Corporation, 11
                Commerce Drive, Cranford, New Jersey, thirty (30) days prior
                written notice of any material change in or cancellation of this
                policy."; (iv) shall be written on an "occurrence" basis and not
                on a "claims made" basis.

        c.      Lessee shall be solely responsible for payment of premium and
                Lessor (or its designee) shall not be required to pay any
                premium for such insurance. Lessee shall deliver to Lessor at
                least fifteen (15) days prior to the expiration of such policy,
                either a duplicate original or a certificate it being the
                intention of the parties hereto that the insurance required
                under the terms hereof shall be continuous during the entire
                Term of this Lease and any other period of time during which
                pursuant to the Term hereof, said insurance is required. Any
                insurance carried by Lessee shall be in excess of and will not
                contribute with the insurance carried by Lessor for injuries or
                damage arising out of the Premises.

        d.      Lessee agrees, at its own cost and expense, to comply with all
                rules and regulations of the National Fire Protection
                Association (NFPA) National Fire Code. If, at any time or from
                time to time, as a result of or in connection with any failure
                by Lessee to comply with the foregoing sentence or any act or
                omission or commission by Lessee, its employees, agents,
                contractors or licensees, or a result of or in connection with
                the use to which the Premises are put (notwithstanding that such
                use may be for the purposes hereinbefore permitted or that such
                use may have been consented to by Lessor), the fire insurance
                rate(s) applicable to the Premises shall be higher than that
                which would be applicable for a business office legally
                permitted therein, Lessee agrees that it will pay to Lessor as
                Additional Rent, such portion of the premiums for all Lessor's
                fire insurance policies in force with respect to the building
                and the contents of any occupant thereof as shall be
                attributable to such higher rate(s).

        e.      Lessor makes no representation that the limits of liability
                specified to be carried by Lessee or Lessor under the terms of
                this Lease are adequate to protect Lessee against Lessee's
                undertaking under this Article 30, and in the event Lessee
                believes that any such insurance coverage called for under this
                Lease is insufficient, Lessee shall provide, at is own expense,
                such additional insurance as Lessee deems adequate.

                                       20
<Page>

        f.      Lessor and Lessee shall procure a clause in, or endorsement on,
                each of their policies for fire or extended coverage insurance
                covering the Premises or personal property, fixtures or
                equipment located therein, pursuant to which the insurance
                company waives subrogation or consents to a waiver of right of
                recovery against the other party. Lessor and Lessee agree not to
                make claims against, or seek to recover from, the other party
                for loss or damage to its property or property of others covered
                by such insurance (or which would be covered by insurance
                required to be maintained hereunder). To the extent either party
                shall be a self-insurer, such party waives the right of
                recovery, if any, against the other party, its agents and
                employees, for loss, damages or destruction of such self-insured
                party's property. In the event of any conflict between the
                provisions of this Section 30 f. and any other provision of this
                Lease, the provisions of this Section 30f. shall control.

        g.      Should Lessee fail to maintain the insurance coverage as set
                forth in this Article 30, then Lessee shall be in default
                hereunder and shall be deemed to have breached its covenants as
                set forth herein.

31.     NO OTHER REPRESENTATIONS:

        No representations or promises shall be binding on the parties hereto
        except those representations and promises contained herein or in some
        future writing signed by the party making such representation(s) or
        promise(s).

32.     QUIET ENJOYMENT:

        Lessor covenants that if, and so long as, Lessee pays Fixed Basic Rent,
        and any Additional Rent as herein provided, and performs Lessee's
        covenants hereof, neither Lessor nor anyone claiming by, through or
        under Lessor shall do anything to affect Lessee's right to peaceably and
        quietly have, hold and enjoy the Premises for the Term herein mentioned,
        subject to the provisions of this Lease.

33.     INDEMNITY:

        Lessee shall defend, indemnify and save harmless Lessor and its agents
        against and from; (a) any and all claims (i) arising from (x) the
        conduct or management by Lessee, its subtenants, licensees, its or their
        employees, agents, contractors or invitees on the Premises or of any
        business therein, or (y) any work or thing whatsoever done, or any
        condition created (other than by Lessor for Lessor's or Lessee's
        account) in or about the Premises during the Term of this Lease, or
        during the period of time, if any, prior to the Commencement Date that
        Lessee may have been given access to the Premises, (z) any default by
        Lessee under the terms, covenants and conditions of this Lease or (ii)
        arising from any negligent or otherwise wrongful act or omission of
        Lessee or any of its subtenants or licensees or its or their employees,
        agents, contractors or invitees, and (b) all costs, expenses and
        liabilities including attorneys fees and disbursements incurred in or in
        connection with each such claim, action or proceeding brought thereon.
        In case any action or proceeding be brought against Lessor by reason of
        any such claim, Lessee, upon notice from Lessor, shall resist and defend
        such action or proceeding.

        Lessor shall indemnify and save harmless Lessee and Lessee's
        shareholders, officers, directors, employees, agents and contractors
        (collectively, the "Lessee INDEMNITEES") from and against (a) any and
        all claims of whatever nature against Lessee and/or the Lessee
        Indemnitees (i) arising from (x) the conduct or management by Lessor,
        its employees, agents, contractors or invitees on the Office Building
        Area or the Building, or (y) any work or thing whatsoever done, or any
        condition created by Lessor for Lessor's or Lessee's account in or about
        the Office Building Area or the Building during the Term of this Lease,
        (z) any default by Lessor in the performance of Lessor's obligations
        under this Lease, or (ii) arising from any negligent or otherwise
        wrongful act or omission of Lessor or any of its employees, agents or
        contractors, and (b) all costs, expenses and liabilities including
        attorneys' fees and disbursements incurred in or in connection with each
        such claim, action or proceeding brought thereon. In case any action or
        proceeding be brought against Lessee by reason of any

                                       21
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        such claim, Lessor, upon notice from Lessee, shall resist and defend
        such action or proceeding.

34.     ARTICLE HEADINGS:

        The article headings in this Lease and position of its provisions are
        intended for convenience only and shall not be taken into consideration
        in any construction or interpretation of this Lease or any of its
        provisions.

35.     APPLICABILITY TO HEIRS AND ASSIGNS:

        The provisions of this Lease shall apply to, bind and inure to the
        benefit of Lessor and Lessee, and their respective heirs, successors,
        legal representatives and assigns. It is understood that the term
        "Lessor" as used in this Lease means only the owner, a mortgagee in
        possession or a term lessee of the Building, so that in the event of any
        sale of the Building or of any lease thereof, or if a mortgagee shall
        take possession of the Premises, the Lessor herein shall be and hereby
        is entirely freed and relieved of all covenants and obligations of
        Lessor hereunder accruing thereafter, and it shall be deemed without
        further agreement that the purchaser, the term lessee of the Building,
        or the mortgagee in possession has assumed and agreed to carry out any
        and all covenants and obligations of Lessor hereunder.

36.     OUTSIDE PARKING SPACES:

        Lessee's occupancy of the Premises shall include the use of the number
        of outside parking spaces as set forth in the Preamble. Lessor shall not
        be responsible for any damage or theft of any vehicle in the parking
        area and shall not be required to keep parking spaces clear of
        unauthorized vehicles or to otherwise supervise the use of the parking
        area. Lessee shall, upon request, promptly furnish to Lessor the license
        numbers of the cars operated by Lessee and its subtenants, licensees,
        invitees, concessionaires, officers and employees. If any vehicle of the
        Lessee, or of any subtenant, licensee, concessionaire, or of their
        respective officers, agents or employees, is parked in any part of the
        Common Facilities other than the employee parking area(s) designated
        therefor by Lessor, Lessee shall pay to Lessor such reasonable penalty
        as may be fixed by Lessor from time to time. All amounts due under the
        provisions of this Article 36 shall be deemed to be Additional Rent.

37.     LESSOR'S LIABILITY FOR LOSS OF PROPERTY:

        Lessor shall not be liable for any loss of property from any cause
        whatsoever, including but not limited to theft or burglary from the
        Premises, and any such loss arising from the negligence of Lessor, its
        agents, servants or invitees, or from defects, errors or omissions in
        the construction or design of the Premises and/or the Building,
        including the structural and non-structural portions thereof, and Lessee
        covenants and agrees to make no claim for any such loss at any time.

38.     PARTIAL INVALIDITY:

        If any of the provisions of this Lease, or the application thereof to
        any person or circumstances, shall to any extent, be invalid or
        unenforceable, the remainder of this Lease, or the application of such
        provision or provisions to persons or circumstances other than those as
        to whom or which it is held invalid or unenforceable, shall not be
        affected thereby, and every provision of this Lease shall be valid and
        enforceable to the fullest extent permitted by law.

39.     LESSEE'S BROKER:

        Lessee represents and warrants to Lessor that its broker, as defined in
        the Preamble is the sole broker with whom Lessee has negotiated in
        bringing about this Lease and Lessee agrees to indemnify and hold Lessor
        and its mortgagee(s) harmless from any and all claims of other

                                       22
<Page>

        brokers claiming to have dealt with Lessee and expenses in connection
        therewith arising out of or in connection with the negotiation of or the
        entering into this Lease by Lessor and Lessee. In no event shall
        Lessor's mortgagee(s) have any obligation to any broker involved in this
        transaction. In the event that no broker was involved as aforesaid, then
        Lessee represents and warrants to the Lessor that no broker brought
        about this transaction, and Lessee agrees to indemnify and hold Lessor
        harmless from any and all claims of any broker claiming to have dealt
        with Lessee arising out of or in connection with the negotiations of, or
        entering into of, this Lease by Lessee and Lessor.

40.     PERSONAL LIABILITY:

        Notwithstanding anything to the contrary provided in this Lease, it is
        specifically understood and agreed, such agreement being a primary
        consideration for the execution of this Lease by Lessor, that there
        shall be absolutely no personal liability on the part of Lessor, its
        constituent members (to include but not be limited to, officers,
        directors, partners and trustees) their respective successors, assigns
        or any mortgagee in possession (for the purposes of this Article,
        collectively referred to as "Lessor"), with respect to any of the terms,
        covenants and conditions of this Lease, and that Lessee shall look
        solely to the equity of Lessor in the Building (including, without
        limitation, rental income and proceeds of sale, insurance and
        condemnation) for the satisfaction of each and every remedy of Lessee in
        the event of any breach by Lessor of any of the terms, covenants and
        conditions of this Lease to be performed by Lessor, such exculpation of
        liability to be absolute and without any exceptions whatsoever.

41.     NO OPTION:

        The submission of this Lease Agreement for examination does not
        constitute a reservation of, or option for, the Premises, and this Lease
        Agreement becomes effective as a Lease Agreement only upon execution and
        delivery thereof by Lessor and Lessee.

42.     DEFINITIONS:

        a.      AFFILIATE -- Affiliate shall mean any corporation related to
                Lessee as a parent, subsidiary or brother-sister corporation so
                that such corporation and such party and other corporations
                constitute a controlled group as determined under Section 1563
                of the Internal Revenue Code of 1986, as amended and as
                elaborated by the Treasury Regulations promulgated thereunder or
                any business entity in which Lessee has more than a fifty
                percent (50%) interest.

        b.      COMMON FACILITIES -- Common Facilities shall mean the
                non-assigned parking areas; lobby; elevator(s); fire stairs;
                public hallways; public lavatories; all other general Building
                facilities that service all Building tenants; air conditioning
                rooms; fan rooms; janitors' closets; electrical closets;
                telephone closets; elevator shafts and machine rooms; flues;
                stacks; pipe shafts and vertical ducts with their enclosing
                walls. Lessor may at any time close temporarily any Common
                Facilities to make repairs or changes therein or to effect
                construction, repairs or changes within the Building, or to
                discourage non-tenant parking, and may do such other acts in and
                to the Common Facilities as in its judgement may be desirable to
                improve the convenience thereof, but shall always in connection
                therewith, endeavor to minimize any inconvenience to Lessee.

        c.      FORCE MAJEURE -- Force Majeure shall mean and include those
                situations beyond Lessor's reasonable control, including by way
                of example and not by way of limitation, acts of God; accidents;
                repairs; strikes; shortages of labor, supplies or materials;
                inclement weather; or, where applicable, the passage of time
                while waiting for an adjustment or insurance proceeds. Any time
                limits required to be met by either party hereunder, whether
                specifically made subject to Force Majeure or not, except those
                related to the payment of Fixed Basic Rent or Additional Rent,
                shall, unless specifically stated to the contrary elsewhere in
                this Lease, be automatically extended by the number of days by
                which any performance called for is delayed due to Force
                Majeure.

                                       23
<Page>

        d.      LESSEE'S PERCENTAGE -- The parties agree that Lessee's
                Percentage, as defined in the Preamble, reflects and will be
                continually adjusted to reflect the ratio of the gross square
                feet of the area rented to Lessee (including an allocable share
                of all Common Facilities) [the numerator] as compared with the
                total number of gross square feet of the entire Building (or
                additional buildings that may be constructed within the Office
                Building Area) [the denominator] measured outside wall to
                outside wall, but excluding therefrom any storage areas. Lessor
                shall have the right to make changes or revisions in the Common
                Facilities of the Building so as to provide additional leasing
                area. Lessor shall also have the right to construct additional
                buildings in the Office Building Area for such purposes as
                Lessor may deem appropriate, and subdivide the lands for that
                purpose if necessary, and upon so doing, the Office Building
                Area shall become the subdivided lot on which the Building in
                which the Premises is located. However, if any service provided
                for in Article 23(a) or any utility provided for in Article
                23(b) is separately billed or separately metered within the
                Building, then the square footage so billed or metered shall be
                subtracted from the denominator and the Lessee's proportionate
                share for such service and/or utility shall be separately
                computed, and the Base Costs for such item shall not include any
                charges attributable to said square footage. Lessee understands
                that as a result of changes in the layout of the Common
                Facilities from time to time occurring due to, by way of example
                and not by way of limitation, the rearrangement of corridors,
                the aggregate of all Building tenant proportionate shares may be
                equal to, less than or greater than one hundred percent (100%).

43.     LEASE COMMENCEMENT:

        The Rent Commencement Date of this Lease, as defined in the Preamble to
        this Lease, shall occur regardless of Lessee's failure to complete
        tenant improvement work pursuant to Exhibit C attached hereto. Lessor
        and Lessee shall ratify and confirm the Rent Commencement Date and
        Expiration Date by completing and signing Exhibit G attached hereto and
        made a part hereof.

44.     NOTICES:

        Any notice by either party to the other shall be in writing and shall be
        deemed to have been duly given only if (i) delivered personally or (ii)
        sent by registered mail or certified mail return receipt requested in a
        postage paid envelope addressed or (iii) sent by nationally recognized
        overnight delivery service, if to Lessee, at the Building (except that
        any notice to Lessee prior to the Rent Commencement Date shall be
        addressed to Lessee at 5 Sylvan Way, Parsippany, NJ 07054); if to
        Lessor, at Lessor's address as set forth above; or, to either at such
        other address as Lessee or Lessor, respectively, may designate in
        writing. Notice shall be deemed to have been duly given, if delivered
        personally, on delivery thereof, if mailed, upon the tenth (10th) day
        after the mailing thereof or if sent by overnight delivery service, the
        next business day.

45.     ACCORD AND SATISFACTION:

        No payment by Lessee or receipt by Lessor of a lesser amount than the
        rent and additional charges payable hereunder shall be deemed to be
        other than a payment on account of the earliest stipulated Fixed Basic
        Rent and Additional Rent, nor shall any endorsement or statement on any
        check or any letter accompanying any check or payment for Fixed Basic
        Rent or Additional Rent be deemed an accord and satisfaction, and Lessor
        may accept such check or payment without prejudice to Lessor's right to
        recover the balance of such Fixed Basic Rent and Additional Rent or
        pursue any other remedy provided herein or by law.

46.     EFFECT OF WAIVERS:

        No failure by Lessor to insist upon the strict performance of any
        covenant, agreement, term or condition of this Lease, or to exercise any
        right or remedy consequent upon a breach thereof, and no acceptance of
        full or partial rent during the continuance of any such breach,

                                       24
<Page>

        shall constitute a waiver of any such breach or of such covenant,
        agreement, term or condition. No consent, or waiver, express or implied,
        by Lessor to or of any breach of any covenant, condition or duty of
        Lessee shall be construed as a consent or waiver to or of any other
        breach of the same or any other covenant, condition or duty, unless in
        writing signed by Lessor.

47.     LEASE CONDITION: INTENTIONALLY OMITTED


48.     MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:

        Lessee agrees to give any mortgagees and/or trust deed holders, by
        registered mail, a copy of any notice of default served upon Lessor,
        provided that, prior to such notice, Lessee has been notified in writing
        (by way of notice of assignment of rents and leases or otherwise) of the
        address of such mortgagees and/or trust deed holders. Lessee further
        agrees that, if Lessor shall have failed to cure such default within the
        time provided for in this Lease, then the mortgagees and/or trust deed
        holders shall have an additional thirty (30) days within which to cure
        such default, or if such default cannot be cured within that time, then
        such additional time as may be necessary, if within such thirty (30)
        days, any mortgagee and/or trust deed holder has commenced and is
        diligently pursuing the remedies necessary to cure such default
        (including but not limited to commencement of foreclosure proceedings if
        necessary to effect such cure), in which event this Lease shall not be
        terminated while such remedies are being so diligently pursued.

49.     LESSOR'S RESERVED RIGHT:

        Lessor and Lessee acknowledge that the Premises are in a Building which
        is not open to the general public. Access to the Building is restricted
        to Lessor, Lessee, their agents, employees and contractors and to their
        invited visitors. In the event of a labor dispute including a strike,
        picketing, informational or associational activities directed at Lessee
        or any other tenant, Lessor reserves the right unilaterally to alter
        Lessee's ingress and egress to the Building or make any change in
        operating conditions to restrict pedestrian, vehicular or delivery
        ingress and egress to a particular location.

50.     CORPORATE AUTHORITY:

        If Lessee is a corporation, Lessee represents and warrants that this
        Lease has been duly authorized and approved by the corporation's Board
        of Directors. The undersigned officers and representatives of the
        corporation represent and warrant that they are officers of the
        corporation with authority to execute this Lease on behalf of the
        corporation, and within fifteen (15) days of execution hereof, Lessee
        will provide Lessor with a corporate resolution confirming the
        aforesaid.

51.     AFTER-HOURS USE:

        Lessee shall be entitled to make use of said Standard Electric Service
        and HVAC beyond the Building Hours, at Lessee's sole cost and expense,
        provided Lessee shall notify the Lessor by 3:00 p.m. on the day that
        Lessee shall require said overtime use if said overtime use is required
        on any weekday, and by 3:00 p.m. on Friday for Saturday and/or Sunday
        overtime use. It is understood and agreed that Lessee shall pay the sum
        of SEVENTY-FIVE AND 00/100 DOLLARS ($75.00) per hour per zone for
        air-conditioning service and SIXTY AND 00/100 DOLLARS ($60.00) per hour
        per zone for heating services, plus such additional percentage increase
        of the aforesaid hourly sum computed by measuring the percentage
        increase between the rate in effect (including fuel surcharges or
        adjustments) during the month for which such overtime use is requested
        and the Base Rate. The Base Rate for purposes hereof shall be the
        average of the rates in effect (including surcharges and/or adjustments)
        during Calendar Year 2003.

                                       25
<Page>

        In no event shall the Lessee pay less than the sum of SEVENTY-FIVE AND
        00/100 DOLLARS ($75.00) per hour per zone for such overtime
        air-conditioning service or less than SIXTY AND 00/100 DOLLARS ($60.00)
        per hour per zone for such overtime heating service.

52.     LESSEE'S EXPANSION/RELOCATION: INTENTIONALLY OMITTED


53.     BUILDING PERMIT:

        Intentionally Omitted.

54.     OPTION TO RENEW

        (a)     If the term of this Lease shall then be in full force and effect
                and Lessee is not in default hereunder beyond applicable notice
                and grace periods, Lessee shall have the option to extend the
                term of this Lease for a period of five (5) years (the "Renewal
                Term") commencing on the day immediately following the
                Expiration Date, provided however that Lessee shall give Lessor
                notice of its election to extend the term no earlier than
                eighteen (18) months prior to the Expiration Date nor later than
                nine (9) months prior to the Expiration Date of the initial
                term. TIME BEING OF THE ESSENCE in connection with the exercise
                of Lessee's option pursuant to this Article.

        (b)     Such extension of the term of this Lease shall be upon the same
                covenants and conditions, as herein set forth except: (i) for
                the Fixed Basic Rent (which shall be determined in the manner
                set forth below), (ii) the Base Period Costs shall be re-set to
                be those incurred in the first year of the Renewal Term, and
                (iii) that Lessee shall have no further right to extend the term
                of this Lease after the exercise of the single option described
                in paragraph (a) of this Section. If Lessee shall duly give
                notice of its election to extend the term of this Lease, the
                Renewal Term shall be added to and become a part of the Term of
                this Lease (but shall not be considered a part of the initial
                Term), and any reference in this Lease to the "Term of this
                Lease", the "Term hereof", or any similar expression shall be
                deemed to include such Renewal Term, and, in addition, the term
                "Expiration Date" shall thereafter mean the last day of such
                Renewal Term. Lessor shall have no obligation to perform any
                alteration or preparatory or other work in and to the Premises
                and Lessee shall continue possession thereof in its "as is"
                condition.

        (c)     If Lessee exercises its option for the Renewal Term, the Fixed
                Basic Rent during the Renewal Term shall be the fair market rent
                for the Premises, as hereinafter defined.

        (d)     Lessor and Lessee shall use their best efforts, within thirty
                (30) days after Lessor receives Lessee's notice of its election
                to extend the Term of this Lease for the Renewal Term
                ("Negotiation Period"), to agree upon the Fixed Basic Rent to be
                paid by Lessee during the Renewal Term. If Lessor and Lessee
                shall agree upon the Fixed Basic Rent for the Renewal Term, the
                parties shall promptly execute an amendment to this Lease
                stating the Fixed Basic Rent for the Renewal Term.

        (e)     If the parties are unable to agree on the Fixed Basic Rent for
                the Renewal Term during the Negotiation Period, then within
                fifteen (15) days after notice from the other party, given after
                expiration of the Negotiation Period, each party, at its cost
                and upon notice to the other party, shall appoint a person to
                act as an appraiser hereunder, to determine the fair market rent
                for the Premises for the Renewal Term. Each such person shall be
                a real estate broker or appraiser with at least ten years'
                active commercial real estate appraisal or brokerage experience
                (involving the leasing of office space as agent for both
                landlords and lessees) in the County of Morris. If a party does
                not appoint a person to act as an appraiser within said fifteen
                (15) day period, the person appointed by the other party shall
                be the sole appraiser and shall determine the aforesaid fair
                market rent. Each notice containing the name of a person to act
                as appraiser shall contain also the person's address. Before
                proceeding to establish the fair market rent, the appraisers
                shall subscribe and swear to an oath fairly and impartially to
                determine such rent.

                                       26
<Page>

                If the two appraisers are appointed by the parties as stated in
                the immediately preceding paragraph, they shall meet promptly
                and attempt to determine the fair market rent. If they are
                unable to agree within forty-five (45) days after the
                appointment of the second appraiser, they shall attempt to
                select a third person meeting the qualifications stated in the
                immediately preceding paragraph within fifteen (15) days after
                the last day the two appraisers are given to determine the fair
                market rent. If they are unable to agree on the third person to
                act as appraiser within said fifteen (15) day period, the third
                person shall be appointed by the American Arbitration
                Association (the "Association"), upon the application of Lessor
                or Lessee to the office of the Association nearest the Building.
                The person appointed to act as appraiser by the Association
                shall be required to meet the qualifications stated in the
                immediately preceding paragraph. Each of the parties shall bear
                fifty percent (50%) of the cost of appointing the third person
                and of paying the third person's fees. The third person, however
                selected, shall be required to take an oath similar to that
                described above.

                The three appraisers shall meet and determine the fair market
                rent. A decision in which two of the three appraisers concur
                shall be binding and conclusive upon the parties. In deciding
                the dispute, the appraisers shall act in accordance with the
                rules then in force of the Association, subject however, to such
                limitations as may be placed on them by the provisions of this
                Lease.

                Notwithstanding the foregoing, in no event shall the Fixed Basic
                Rent during the Renewal Term be less than the Fixed Basic Rent
                during the last year of the initial Term of this Lease.

        (f)     After the fair market rent for the Renewal Term has been
                determined by the appraiser or appraisers and the appraiser or
                appraisers shall have notified the parties, at the request of
                either party, both parties shall execute and deliver to each
                other an amendment of this Lease stating the Fixed Basic Rent
                for the Renewal Term.

        (g)     If the Fixed Basic Rent for the Renewal Term has not been agreed
                to or established prior to the commencement of the Renewal Term,
                then Lessee shall pay to Lessor an annual rent ("Temporary
                Rent") which Temporary Rent shall be equal to the Fixed Basic
                Rent payable by Lessee for the last year of the initial Term.
                Thereafter, if the parties shall agree upon a Fixed Basic Rent,
                or the Fixed Basic Rent shall be established upon the
                determination of the fair market rent by the appraiser or
                appraisers, at a rate at variance with the Temporary Rent (i) if
                such Fixed Basic Rent is greater than the Temporary Rent, Lessee
                shall promptly pay to Lessor the difference between the Fixed
                Basic Rent determined by agreement or the appraisal process and
                the Temporary Rent, or (ii) if such Fixed Basic Rent is less
                than the Temporary Rent, Lessor shall credit to Lessee's
                subsequent monthly installments of Fixed Basic Rent the
                difference between the Temporary Rent and the Fixed Basic Rent
                determined by agreement or the appraisal process.

        (h)     In describing the fair market rent during the Renewal Term, the
                appraiser or appraisers shall be required to take into account
                the rentals at which leases are then being concluded (as of the
                last day of the initial Term) (for five (5) year leases without
                renewal options with the lessor and lessee each acting
                prudently, with knowledge and for self-interest, and assuming
                that neither is under undue duress) for as-is comparable space
                in the Building and in comparable office buildings in the County
                of Morris, without a Lessor contribution for tenant fit-up but
                with new base years.

55.     RIGHT OF FIRST OFFER

        a.      i.      Subject to the provisions of this Article, Lessee shall
                        have the option to lease from Lessor space on the east
                        wing of the second (2nd) floor as shown on the attached
                        floor plan, ("Additional Space") at the expiration of
                        the existing space lease(s) for such Additional Space,
                        or to the extent any portion of the Additional Space is
                        presently vacant, at the expiration of the initial lease
                        for such vacant space. If the Term of this Lease shall
                        be in full force and effect on the expiration or
                        termination date of the existing space lease(s) or
                        initial space lease, as the case may be, for the
                        Additional Space, subject to Lessor's right to

                                       27
<Page>

                        renew such lease(s), and the date upon which Lessee
                        shall exercise the option hereinafter referred to,
                        Lessee shall have the option to lease all, but not less
                        than all of the Additional Space on an as-is basis,
                        provided Lessee gives Lessor written notice of such
                        election within fifteen (15) business days after Lessee
                        shall receive Lessor's notice that such Additional Space
                        is available for leasing to Lessee. If Lessee fails or
                        refuses to exercise this option within the time period
                        set forth above (TIME BEING OF THE ESSENCE), then and in
                        such event Lessee shall have no further rights under
                        this Section with respect to such Additional Space. If
                        Lessee shall elect to lease said Additional Space: (v)
                        said Additional Space shall be deemed incorporated
                        within and part of the Premises on the date that Lessor
                        shall notify Lessee that such Additional Space is ready
                        for occupancy by Lessee and shall expire on the
                        Expiration Date of this Lease, (x) the Fixed Basic Rent
                        payable under this Lease shall be increased by an amount
                        such that during the balance of the term of this Lease
                        the Fixed Basic Rent for said Additional Space shall be
                        the then fair market rent for the Additional Space, as
                        determined in the manner set forth in clause (ii) below,
                        (y) Lessee's Percentage Share shall be proportionately
                        increased, and (z) all other terms and provisions set
                        forth in this Lease shall apply, except that Lessor not
                        be required to perform any work with respect to said
                        Additional Space.

                        The parties shall promptly execute an amendment of this
                        Lease confirming Lessee's election to lease said
                        Additional Space and the incorporation of said
                        Additional Space into the Premises.

                ii.     Lessor and Lessee shall use their best efforts, within
                        thirty (30) days after Lessor receives Lessee's notice
                        of its election to lease said Additional Space,
                        ("Negotiation Period") to agree upon the Fixed Basic
                        Rent to be paid by Lessee for said Additional Space. If
                        Lessor and Lessee shall agree upon the Fixed Basic Rent,
                        the parties shall promptly execute an amendment to this
                        Lease stating the Fixed Basic Rent for the Additional
                        Space.

                        If the parties are unable to agree on the Fixed Basic
                        Rent for said Additional Space during the Negotiation
                        Period, then within fifteen (15) days notice from the
                        other party, given after expiration of the Negotiation
                        Period, each party, at its cost and upon notice to the
                        other party, shall appoint a person to act as an
                        appraiser hereunder, to determine the fair market rent
                        for the Additional Space. Each such person shall be a
                        real estate broker or appraiser with at least ten (10)
                        years' active commercial real estate appraisal or
                        brokerage experience (involving the leasing of similar
                        space as agent for both landlords and tenants) in Morris
                        County. If a party does not appoint a person to act as
                        an appraiser within said fifteen (15) day period, the
                        person appointed by the other party shall be the sole
                        appraiser and shall determine the aforesaid fair market
                        rent. Each notice containing the name of a person to act
                        as appraiser shall contain the person's address. Before
                        proceeding to establish the fair market rent, the
                        appraisers shall subscribe and swear to an oath fairly
                        and impartially to determine such rent.

                        If the two appraisers are appointed by the parties as
                        stated in the immediately preceding paragraph, they
                        shall meet promptly and attempt to determine the fair
                        market rent. If they are unable to agree within
                        forty-five (45) days after the appointment of the second
                        appraiser, they shall attempt to select a third person
                        meeting the qualifications stated in the immediately
                        preceding paragraph within fifteen (15) days after the
                        last day the two appraisers are given to determine the
                        fair market rent. If they are unable to agree on the
                        third person to act as appraiser within said fifteen
                        (15) day period, the third person shall be appointed by
                        the American Arbitration Association, upon the
                        application of Lessor or Lessee to the office of the
                        Association nearest the Building. The person appointed
                        to act as appraiser by the Association shall be required
                        to meet the qualifications stated in the immediately
                        preceding paragraph. Each of the parties shall bear
                        fifty percent (50%) of the cost of appointing the third
                        person and of paying the third person's fees. The third
                        person, however selected, shall be required to take an
                        oath similar to that described above.

                        The three appraisers shall meet and determine the fair
                        market rent. A decision

                                       28
<Page>

                        in which two of the three appraisers concur shall be
                        binding and conclusive upon the parties. In deciding the
                        dispute, the appraisers shall act in accordance with the
                        rules then in force of the American Arbitration
                        Association, subject however, to such limitations as may
                        be placed on them by the provisions of this Lease.

                        After the Fixed Basic Rent for the Additional Space has
                        been determined by the appraiser or appraisers and the
                        appraiser or appraisers shall have notified the parties,
                        at the request of either party, both parties shall
                        execute and deliver to each other an amendment of this
                        Lease stating the Fixed Basic Rent for the Additional
                        Space.

                        If the Fixed Basic Rent for said Additional Space has
                        not been agreed to or established prior to the
                        incorporation of said Additional Space in the Premises,
                        then Lessee shall pay to Lessor an annual rent
                        ("Temporary Rent") which Temporary Rent on a per square
                        foot basis shall be equal to the Fixed Basic Rent, on a
                        per square foot basis, then being paid by Lessee for the
                        Premises.

                        Thereafter, if the parties shall agree upon a Fixed
                        Basic Rent, or the Fixed Basic Rent shall be established
                        upon the determination of the fair market rent by the
                        appraiser or appraisers, at a rate at variance with the
                        Temporary Rent (i) if such Fixed Basic Rent is greater
                        than the Temporary Rent, Lessee shall promptly pay to
                        Lessor the difference between the Fixed Basic Rent
                        determined by agreement or the appraisal process and the
                        Temporary Rent, or (ii) if such Fixed Basic Rent is less
                        than the Temporary Rent, Lessor shall credit to Lessee's
                        subsequent monthly installments of Fixed Basic Rent the
                        difference between the Temporary Rent and the Fixed
                        Basic Rent determined by agreement or the appraisal
                        process.

                        In determining the fair market rent for said Additional
                        Space, the appraiser or appraisers shall be required to
                        take into account the rentals at which leases are then
                        being concluded for comparable space in the Building and
                        in comparable buildings in the County of Morris, New
                        Jersey, without a Lessor contribution for tenant fit-up.
                        In no event shall the Fixed Basic Rent for the
                        Additional Space, on a per square foot basis, be less
                        than the Fixed Basic Rent for the Premises, on a per
                        square foot basis.

                b.      The option granted to Lessee under this Article 55 may
                be exercised only by Lessee, its permitted successors and
                assigns, and not by any subtenant or any successor to the
                interest of Lessee by reason of any action under the Bankruptcy
                Code, or by any public officer, custodian, receiver, United
                States Trustee, trustee or liquidator of Lessee or substantially
                all of Lessee's property. Lessee shall have no right to exercise
                any of such options subsequent to the date Lessor shall have the
                right to give the notice of termination referred to in Article
                13. Notwithstanding the foregoing, Lessee shall have no right to
                exercise the option granted to Lessee hereunder if, at the time
                it gives notice of such election (i) Lessee shall not be in
                occupancy of substantially all of the Premises or (ii) the
                Premises or any part thereof shall be the subject of a sublease.
                If Lessee shall have elected to exercise its option hereunder,
                such election shall bee deemed withdrawn if, at any time after
                the giving of notice of such election and prior to the occupancy
                of the Additional Space, Lessee shall sublease all or any part
                of the Premises.

56.     ROOF RIGHTS.

        Without limiting any other provision of this Lease, Lessee shall have
        the non-exclusive right to install one satellite dish ( the "Dish") and
        a supplemental air conditioning unit for the Premises (the "Air
        Conditioner" and, together with the Dish, the "Facilities") on the roof
        of the Building (including necessary connection to the Demised Premises)
        for use by Lessee, provided any such installations shall be subject to
        Lessor's prior consent, which consent shall not be unreasonably
        withheld, conditioned or delayed. Any such Facilities shall be installed
        in accordance with all applicable laws and building codes. Lessee shall
        remove such Facilities at the expiration or

                                       29
<Page>

        earlier termination of the Lease; provided Lessee shall repair any
        damage to the roof caused by such removal. Prior to making any
        installations on the roof of the Building, Lessee shall use a roofing
        contractor for all work to be performed by Lessee on the roof of the
        Building approved by Lessor, which approval shall not be unreasonably
        withheld.

        Lessee shall furnish detailed plans and specifications for the
        Facilities (or any modifications thereof) to Lessor for its approval.
        The parties agree that Lessee's use of the rooftop of the Building is a
        non-exclusive use and Lessor may permit the use of any other portion of
        the roof to any other person for any use including installation of other
        satellite dishes, antennas and support equipment. Lessee shall use its
        reasonable efforts to insure that its use of the rooftop does not impair
        such other person's data transmission and reception via its respective
        antennas and support equipment. If Lessee's construction, installation,
        maintenance, repair, operation or use of the Dish shall interfere with
        the rights of Lessor (including, without limitation, Lessor's right to
        reasonably use the remainder of the roof) or other lessees in the
        Building, Lessee shall cooperate with Lessor or such other lessees in
        eliminating such interference; provided, however, the cost of remedying
        such interference shall be borne by the party which is suffering such
        interference, unless such party was not suffering such interference
        prior to the use of the Dish causing such interference by Lessee, in
        which case the cost of remedying such interference shall be borne by
        Lessee. Lessee shall secure and keep in full force and effect, from and
        after the time Lessee begins construction and installation of the
        Facilities, such supplementary insurance with respect to the Facilities
        as Lessor may reasonably require, provided that the same shall not be in
        excess of that which would customarily be required from time to time by
        Lessors of buildings of similar class and character in Morris County,
        New Jersey with respect to similar installations.

        In connection with the installation, maintenance and operation of the
        Facilities , Lessee, at Lessee's sole cost and expense, shall comply
        with all legal requirements and shall procure, maintain and pay for all
        permits required therefor, and Lessor makes no warranties whatsoever as
        to the permissibility of the Facilities under applicable legal
        requirements or the suitability of the roof of the Building for the
        installation thereof. If Lessor's structural engineer deems it advisable
        that there be structural reinforcement of the roof in connection with
        the installation of the Facilities, Lessor shall perform same at
        Lessee's cost and expense and Lessee shall not perform any such
        installation prior to the completion of any such structural
        reinforcement. The installation of the Facilities shall be subject to
        the provisions of Articles 5 and 6 applicable to alterations and
        installations. For the purpose of installing, servicing or repairing the
        Facilities, Lessee shall have access to the rooftop of the Building,
        upon reasonable notice to Lessor, and Lessor shall have the right to
        require, as a condition to such access, that Lessee (or its employee,
        contractor or other representative) at all times be accompanied by a
        representative of Lessor. Lessee shall pay for all electrical service
        required for Lessee's use of the Facilities, in accordance with the
        provision set forth in Article 22 hereof.

        Lessee, at its sole cost and expense, shall promptly repair any and all
        damage to the rooftop or to any other part of the Building caused by the
        installation, maintenance and repair, operation or removal of the
        Facilities. Lessee shall be responsible for all costs and expense for
        repairs of the roof which result from Lessee's use of the roof for the
        construction, installation, maintenance, repair, operation and use of
        the Facilities. All installations made by Lessee on the rooftop or in
        any other part of the Building pursuant to the provisions of this
        Article 56 shall be at the sole risk of Lessee, and neither Lessor, nor
        any agent or employee of Lessor, shall be responsible or liable for any
        injury or damage to, or arising out of, the Facilities. Lessee's
        indemnity under Article 33 shall apply with respect to the installation,
        maintenance, operations, presence or removal of the Facilities by
        Lessee.

        Upon the expiration of the Term, the Facilities shall be removed by
        Lessee at its sole cost and expense, and Lessee shall repair any damage
        to the rooftop or any other portions of the Building to substantially
        their condition immediately prior to Lessee's installation of the
        Facilities (ordinary wear and tear excepted).

        Notwithstanding anything to the contrary contained in this Article 56,
        Lessor shall have the right, at Lessor's expense, on not less than
        thirty (30) days' prior notice, to relocate the Facilities to another
        location on the roof of the Building, such expense to include, without
        limitation, the removal of the existing Facilities, the purchasing of
        labor, materials and equipment necessary for the relocation thereof and
        the reinstallation of the Facilities at such other location as
        reasonably designated by Lessor on the roof of the Building, provided
        that Lessor does not, except if work is reasonably required to be
        performed on the roof or in the

                                       30
<Page>

        Building, either materially interfere with or adversely affect the
        receipt of and/or transmittal of microwaves or other similar signals,
        and Lessee shall cooperate in all reasonable respects with Lessor in any
        such relocations; provided, however, that if such relocation is done
        pursuant to any legal requirement, the cost thereof shall be borne by
        Lessee (unless such legal requirement relates to, or results from, other
        actions taken, or permitted to be taken, by Lessor, in which event
        Lessor shall bear all of the costs and expenses of such relocation).

        The rights granted in this Article 56 are given in connection with, and
        as part of the rights created under this Lease and are not separately
        transferable or assignable.

        If the installation of the Facilities or act or omission relating
        thereto should revoke, negate or in any manner impair or limit any roof
        warranty or guaranty obtained by Lessor, then Lessee shall reimburse
        Lessor for any loss or damage sustained or costs or expenses incurred by
        Lessor as a result of such impairment or limitation.

57.     LESSOR'S INSURANCE:

        During the Term, Lessor shall maintain the following insurance, insuring
        Lessor and any mortgagee, as their respective interests may appear: (x)
        insurance against damage to the Building and Office Building Area by all
        risks of direct physical loss in an amount equivalent to the full
        replacement cost thereof; (y) comprehensive general liability insurance
        against claims for bodily injury and property damage occurring in or
        about the Common Facilities in amounts customarily carried by owners of
        similar buildings in the Morris County, New Jersey area; and (z)
        insurance against such other hazards as, from time to time, are then
        commonly insured against for buildings similarly situated in amounts
        normally carried with respect thereto. All insurance maintained pursuant
        to this Article 57 may be effected by blanket insurance policies.

58.     OTHER AGREEMENTS:

        Lessor shall deliver to Lessee, upon the execution of this Lease, the
        written agreement of Mack-Cali Morris Realty L.L.C. ("MCMR"), in form
        and substance reasonably satisfactory to Lessee, providing for: (i)
        effective as of the Rent Commencement Date of this Lease, the
        termination of that certain Lease, dated August 15, 2000, by and between
        MCMR and The Medicines Company ("TMC"), and that certain Lease, dated
        February 28, 2000, between MCMR and Stack Pharmaceuticals, Inc.,
        assigned to TMC by Assignment and Assumption of Lease dated October 18,
        2001, relating to premises located at 5 Sylvan Way, Parsippany, New
        Jersey, in each case as if such termination were occurring upon the
        respective expiration dates of such leases, and (ii) the extension of
        the term of that certain Storage Space License, dated October 12, 2001,
        between MCMR and TMC until the earlier of (x) the Expiration Date of
        this Lease, or (y) such date as storage space, similar in size and
        quality to the space which is the subject of such license, shall be
        available in the Building for use by Lessee. If storage space in the
        Building shall become available for leasing, Lessor shall use
        commercially reasonable efforts to notify Lessee and Lessee shall have
        fifteen (15) business days to accept Lessor's offer upon the terms and
        conditions set forth in Lessor's offer. A failure of Lessor to notify
        Lessee of the availability of such storage space shall not constitute
        default under this Lease.

                                       31
<Page>

        EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under this Lease or make any claim that this Lease is invalid or
unenforceable due to any failure of this document to comply with ministerial
requirements including, but not limited to, requirements for corporate seals,
attestations, witnesses, notarizations, or other similar requirements, and each
party hereby waives the right to assert any such defense or make any claim of
invalidity or unenforceability due to any of the foregoing.

        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.

<Table>
<Caption>
LESSOR:                                       LESSEE:
<S>                                           <C>
SYLVAN/ CAMPUS REALTY L.L.C                   THE MEDICINES COMPANY

By: Grove Street Associates of Jersey City
    Limited Partnership, member

By: Mack-Cali Sub IV, Inc., its general
    partner

By:   /s/ Michael K. Nevins                   By:   /s/ Steven H. Koehler
      -----------------------------------           ----------------------------------
      Michael K. Nevins                             Name: Steven H. Koehler
      Vice President - Leasing                      Title: Chief Financial Officer
</Table>

                                       32
<Page>

                                    EXHIBIT A

                              LOCATION OF PREMISES


                               Exhibit A - Page 1
<Page>

                                   EXHIBIT A-1

                              OFFICE BUILDING AREA

All that certain lot, piece or parcel of land, with the buildings and
improvements thereon erected, situate, lying and being in the Township of
Parsippany-Troy Hills, County of Morris, State of New Jersey:

BEGINNING at an iron pipe at a corner common to Lot 3.10 and Lot 3.11 Block 202
on the easterly right-of-way line of Hilton Court as shown on a map entitled
"Final Plat of Prudential Business Campus, Block 202, Lots 3.02 thru 3.12 Tax
Map Sheet Nos. 62 & 63, 66 & 67, 69 & 70, situated in Parsippany-Troy Hills
Township, Morris County, New Jersey, Sheet 1 of 2" prepared by Henderson and
Bodwell, Russell S. Bodwell, P.E. & L.S., N.J. License No. 8456. Said map being
filed in the Morris County Clerk's Office on April 29, 1980 as Map #3908; thence

1.      Along the easterly right-of-way line of Hilton Court on the arc of a
        curve to the left having a radius of 525.00 feet, an arc length of
        118.00 feet and a central angle of 12? 52' 40" to a point of tangency;
        thence

2.      Continuing along same, N 08? 47' 00" E 490.89 feet to a point of
        curvature; thence

3.      Along the arc of a curve to the right having a radius of 90.00 feet, an
        arc length of 141.37 feet and a central angle of 90? 00' 00" to a
        concrete monument at a point of tangency on the southerly right-of-way
        line of Campus Drive; thence

4.      Along same, S 81 (degree) 12' 00" E 455.00 feet to a concrete monument
        at a point of curvature; thence

5.      Along the arc of a curve to the right having a radius of 40.00 feet, an
        arc length of 62.83 feet and a central angle of 90 (degree) 00' 00", to
        a concrete monument at a point of tangency; thence along the westerly
        right-of-way line of Dryden Way on the following three courses:

6.      S 08 (degree) 47' 00" W 704.33 feet to a concrete monument; thence

7.      N 81 (degree) 13' 00" W 2.00 feet to a concrete monument; thence

8.      S 08 (degree) 47' 00" W 89.88 feet to an iron pipe; thence

9.      Along a line common to Lot 3.10 and Lot 3.11, Block 202, N 68 (degree)
        20' 20" W 611.59 feet to the point of BEGINNING.

All that certain tract, or parcel of land and premises, hereinafter particularly
described, situate, lying and being in the Township of Parsippany-Troy Hills, in
the County of Morris, and the State of New Jersey:

BEGINNING at the point of intersection of the projection of the westerly
sideline of Parsippany Road and the northerly sideline of Eastman's Road,
running thence South 85 (degree) 19' 57" West 96.53 feet to the true point Of
the beginning and running thence;

(1)     Along the northerly sideline of said Eastman's Road, 60 feet wide, South
        85 (degree) 19' 57" West 393.30 feet; thence

(2)     North 53 (degree) 22' 15" West 238.00 feet; thence

(3)     North 50 (degree) 43' 10" West 216.33 feet; thence

(4)     North 39 (degree) 16'50" East 134.14 feet along southeasterly sideline
        of Interstate Route 287 (formerly U.S. Route 202) as shown on a plat
        entitled "New Jersey State Highway Department General Property Parcel
        Map Route U.S. 202 Freeway Section 1" sheets 1 through 4 dated December,
        1953 and filed in the Morris County Clerk's Office on February 18, 1955
        as Map No. 1560-F; thence

                               Exhibit A - Page 1
<Page>

(5)     At right angles to said Interstate Route 287 South 50 (degree) 43' 10"
        East 5.00 feet; thence

(6)     At right angles to the previous course and along the southerly sideline
        of said Interstate 287 as shown on a plat entitled "New Jersey State
        Highway Department General Property Parcel Map Route U.S. 202 Freeway
        Section 1" sheets 1 through 4 dated December, 1953 and filed in the
        Morris County Clerk's Office on February 18, 1955 as Map No. 1560-F,
        North 39 (degree) 16' 50" East 355.00 feet; thence

(7)     Leaving the southeasterly sideline of said Interstate Route 287, North
        85 (degree) 16' 50" East 135.00 feet; thence

(8)     South 67 (degree) 43' 10" East 145.00 feet; thence

(9)     South 50 (degree) 43' 10" East 105.00 feet; thence

(10)    South 30 (degree) 43' 10" East 75.00 feet; thence

(11)    South 18 (degree) 24' 25" East 361.30 feet along the westerly sideline
        of Parsippany Road; thence

(12)    Along the westerly sideline of Parsippany Road, South 17 (degree) 35'
        00" East 44.13 feet; thence

(13)    South 51 (degree) 30' 00" West 100.73 feet; to the point of BEGINNING.

The forgoing premises are shown on a survey make by Couvrette Associates Inc.
Consulting Engineers, Rockaway, New Jersey, dated September 21, 1978, last
revised to April 1, 1992 showing Lot 1, Block 738, Tax Maps Township of
Parsippany-Troy Hills, Morris County, New Jersey.

The foregoing survey reference shall not be deemed or construed to limit or
diminish the estate more particularly described above and encumbered hereby.

                               Exhibit A - Page 2
<Page>

                                   EXHIBIT B

                              RULES AND REGULATIONS

1.      OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts,
        elevators, vestibules, stairways, corridors and public parts of the
        Building shall not be obstructed or encumbered by Lessee or used by
        Lessee for any purpose other than ingress and egress. If the Premises
        are situated on the ground floor with direct access to the street, then
        Lessor shall, at Lessor's expense, keep the sidewalks and curbs directly
        in front of the Premises clean and free from ice, snow and refuse.

2.      WINDOWS: Windows in the Premises shall not be covered or obstructed by
        Lessee. No bottles, parcels or other articles shall be placed on the
        windowsills, in the halls, or in any other part of the Building other
        than the Premises. No article shall be thrown out of the doors or
        windows of the Premises.

3.      PROJECTIONS FROM BUILDING: No awnings, air-conditioning units, or other
        fixtures shall be attached to the outside walls or the window sills of
        the Building or otherwise affixed so as to project from the Building,
        without prior written consent of Lessor.

4.      SIGNS: No sign or lettering shall be affixed by Lessee to any part of
        the outside of the Premises, or any part of the inside of the Premises
        so as to be clearly visible from the outside of the Premises, without
        the prior written consent of Lessor, which consent shall not be
        unreasonably withheld or delayed. However, Lessee shall have the right
        to place its name on any door leading into the Premises the size, color
        and style thereof to be subject to the Lessor's approval. Lessee shall
        not have the right to have additional names placed on the Building
        directory without Lessor's prior written consent.

5.      FLOOR COVERING: Lessee shall not lay linoleum or other similar floor
        covering so that the same shall come in direct contact with the floor of
        the Premises. If linoleum or other similar floor covering is desired to
        be used, an interlining of builder's deadening felt shall first be fixed
        to the floor by a paste or other material that may easily be removed
        with water, the use of cement or other similar adhesive material being
        expressly prohibited.

6.      INTERFERENCE WITH OCCUPANTS OF BUILDING: Lessee shall not make, or
        permit to be made, any unseemly or disturbing noises or odors and shall
        not interfere with other tenants or those having business with them.
        Lessee will keep all mechanical apparatus in the Premises free of
        vibration and noise which may be transmitted beyond the limits of the
        Premises.

7.      LOCK KEYS: No additional locks or bolts of any kind shall be placed on
        any of the doors or windows by Lessee. Lessee shall, on the termination
        of Lessee's tenancy, deliver to Lessor all keys to any space within the
        Building either furnished to or otherwise procured by Lessee, and in the
        event of the loss of any keys furnished, Lessee shall pay to Lessor the
        cost thereof. Lessee, before closing and leaving the Premises, shall
        ensure that all windows are closed and entrance doors locked. Nothing in
        this Paragraph 7 shall be deemed to prohibit Lessee from installing a
        burglar alarm within the Premises, provided: (1) Lessee obtains Lessor's
        consent which will not be unreasonably withheld or delayed; (2) Lessee
        supplies Lessor with copies of the plans and specifications of the
        system; (3) such installation shall not damage the Building; and (4) all
        costs of installation shall be borne solely by Lessee.

8.      CONTRACTORS: No contract of any kind with any supplier of towels, water,
        toilet articles, waxing, rug shampooing, venetian blind washing,
        furniture polishing, lamp servicing, cleaning of electrical fixtures,
        removal of waste paper, rubbish, garbage, or other like service shall be
        entered into by Lessee, nor shall any machine of any kind be installed
        in the Building or the Office Building Area (other than ordinary office
        equipment) without the prior written consent of the Lessor. Lessee shall
        not employ any persons other than Lessor's janitors for the purpose of
        cleaning the Premises without prior written consent of Lessor. Lessor
        shall not be responsible to Lessee for any loss of property from the
        Premises however occurring, or for any damage to the effects of Lessee
        by such janitors or any of its employees, or by any other person or any
        other cause.

                               Exhibit B - Page 1
<Page>

9.      PROHIBITED ON PREMISES: Lessee shall not conduct, or permit any other
        person to conduct, any auction upon the Premises, manufacture or store
        goods, wares or merchandise upon the Premises without the prior written
        approval of Lessor, except the storage of usual supplies and inventory
        to be used by Lessee in the conduct of his business, permit the Premises
        to be used for gambling, make any unusual noises in the Building, permit
        to be played musical instrument on the Premises, permit any radio to be
        played, or television, recorded or wired music in such loud manner as to
        disturb or annoy other tenants, or permit any unusual odors to be
        produced on the Premises. Lessee shall not permit any portion of the
        Premises to be occupied as an office for a public stenographer or
        typewriter, or for the storage, manufacture, or sale of intoxicating
        beverages, narcotics, tobacco in any form or as a barber or manicure
        shop. Canvassing, soliciting and peddling in the Building and the Office
        Building Area are prohibited and Lessee shall cooperate to prevent the
        same. No bicycles, vehicles or animals of any kind shall be brought into
        or kept in or about the Premises.

10.     PLUMBING, ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall not be
        used for any purpose other than those for which they were constructed;
        and no sweepings, rubbish, ashes, newspaper or other substances of any
        kind shall be thrown into them. Waste and excessive or unusual amounts
        of electricity or water is prohibited. When electric wiring of any kind
        is introduced, it must be connected as directed by Lessor, and no
        stringing or cutting of wires will be allowed, except by prior written
        consent of Lessor, and shall be done by contractors approved by Lessor.
        The number and locations of telephones, telegraph instruments,
        electrical appliances, call boxes, etc. shall be subject to Lessor's
        approval.

11.     MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out
        of freight, furniture or bulky matter of any description must take place
        during such hours as Lessor may from time to time reasonably determine
        and only after advance notice to the superintendent of the Building. The
        persons employed by Lessee for such work must be reasonably acceptable
        to the Lessor. Lessee may, subject to these provisions, move freight,
        furniture, bulky matter, and other material into or out of the Premises
        on Saturdays between the hours of 9:00 a.m. and 1:00 p.m., provided
        Lessee pays additional costs, if any, incurred by Lessor for elevator
        operators or security guards, and for any other expenses occasioned by
        such activity of Lessee. If, at least three (3) days prior to such
        activity, Lessor requests that Lessee deposit with Lessor, as security
        of Lessee's obligations to pay such additional costs, a sum of which
        Lessor reasonably estimates to be the amount of such additional cost,
        the Lessee shall deposit such sum with Lessor as security of such cost.
        There shall not be used in the Building or Premises, either by Lessee or
        by others in the delivery or receipt of merchandise, any hand trucks
        except those equipped with rubber tires and side guards, and no hand
        trucks will be allowed in the elevators without the consent of the
        superintendent of the Building.

12.     SAFES AND OTHER HEAVY EQUIPMENT: Lessor reserves the right to prescribe
        the weight and position of all safes and other heavy equipment so as to
        distribute properly the weight thereof and to prevent any unsafe
        condition from arising.

13.     ADVERTISING: Lessor shall have the right to prohibit any advertising by
        Lessee which in Lessor's reasonable opinion tends to impair the
        reputation of the Building or its desirability as a building for
        offices, and upon written notice from Lessor, Lessee shall refrain from
        or discontinue such advertising.

14.     NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS: Lessor shall not
        be responsible to Lessee for non-observance or violation of any of these
        rules and regulations by any other tenant.

15.     AFTER HOURS USE: Lessor reserves the right to exclude from the Building
        between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on
        Saturdays, Sundays and Building Holidays, all persons who do not present
        a pass to the Building signed by the Lessee. Each Lessee shall be
        responsible for all persons for whom such a pass is issued and shall be
        liable to the Lessor for the acts of such persons.

16.     PARKING: Lessee and its employees shall park their cars only in those
        portions of the parking area designated by Lessor.

                               Exhibit B - Page 2
<Page>

17.     Lessor hereby reserves to itself any and all rights not granted to
        Lessee hereunder, including, but not limited to, the following rights
        which are reserved to Lessor for its purposes in operating the Building:

        a)      the exclusive right to the use of the name of the Building for
                all purposes, except that Lessee may use the name as its
                business address and for no other purposes; and

        b)      the right to change the name or address of the Building, without
                incurring any liability to Lessee for doing so; and

        c)      the right to install and maintain a sign on the exterior of the
                Building; and

        d)      the exclusive right to use or dispose of the use of the roof of
                the Building; and

        e)      the right to limit the space on the directory of the Building to
                be allotted to Lessee; and

        f)      the right to grant to anyone the right to conduct any particular
                business or undertaking in the Building.

18.     The Lessee shall be responsible for initiating, maintaining and
        supervising all health and safety precautions and/or programs required
        by Law in connection with the Lessee's use and occupancy of the
        Premises.

19.     The Lessee shall not store, introduce or otherwise permit any material
        known to be hazardous within the Premises, other than normal office
        cleaners and substances used in ordinary office machines. Any material
        within the Premises which is determined to be hazardous shall be removed
        and properly disposed of by the Lessee at the Lessee's sole expense.

                                    -- END --

                               Exhibit B - Page 3
<Page>

                                    EXHIBIT C

                          LESSEE'S WORK AND ALTERATIONS

1.      Lessee may make the alterations required for Lessee's use of the
        Premises (hereinafter the "Work") after the Commencement Date subject to
        the following:

        a.      Lessee, at its sole cost and expense, shall prepare and submit
                to Lessor, for Lessor's and governmental approval, the following
                descriptive information, detailed architectural and engineering
                drawings and specifications (hereinafter the "Plans") for the
                Work. The Plans shall be as complete and finished as required to
                completely describe the Work and shall include, but not be
                limited to, the following:

                i.      Demolition Plans depicting all existing conditions to be
                        removed, abandoned or cut patched.

                ii.     Architectural floor plans depicting partition locations
                        and types; door location, size, and hardware types.

                iii.    Structural plans, if required, depicting new structural
                        components and their connections to existing elements.

                iv.     Electrical plans depicting all new and existing
                        electrical wiring, devices, fixtures and equipment.

                v.      Mechanical plans depicting all new plumbing, piping,
                        heating, ventilating, air conditioning equipment, and
                        duct work and its connections to existing elements.

                vi.     Life Safety System plans depicting all new or altered
                        alarm system fixtures, devices, detectors and wiring
                        within the Premises and their connection to existing
                        systems.

                vii.    Coordinated reflected ceiling plan showing ceiling
                        systems and materials and all of the above items and
                        their proximity to one another.

                viii.   Finish plans showing locations and types of all interior
                        finishes with a schedule of all proposed materials and
                        manufacturers.

                The Plans shall provide for all systems and construction
                components complying with the requirements of all governmental
                authorities and insurance bodies having jurisdiction over the
                Building.

        b.      The Plans for the Work are subject to Lessor's prior written
                approval which shall not be unreasonably withheld, provided,
                however, that Lessor may in any event disapprove the Plans if
                they are incomplete, inadequate or inconsistent with the terms
                of the Lease or with the quality and architecture of the
                Building. Lessor agrees to approve or disapprove the Plans
                within three (3) business days of receipt of same (the "Lessor's
                Approval Period"). If Lessor disapproves the Plans or any
                portion thereof, Lessor shall promptly notify Lessee thereof and
                of the revisions which Lessor reasonably requires in order to
                obtain Lessor's approval Lessee shall, at its sole cost and
                expense, submit the Plans, in such form as may be necessary,
                with the appropriate governmental agencies for obtaining
                required permits and certificates. Any changes required by any
                governmental agency affecting the Work or the Plans shall be
                complied with by Lessee in completing said Work at Lessee's sole
                cost and expense. Lessee shall submit completed Plans to Lessor
                simultaneously with Lessee's submission of said plans to the
                local building department.

2.      Lessor shall permit Lessee to solicit competitive pricing and select its
        own general and/or individual subcontractors to perform the Work at its
        sole cost

        a.      All general contractors shall be subject to Lessor's prior
                written approval, which shall not be unreasonably withheld.
                Lessor hereby approves Interior Resource Group as

                               Exhibit C - Page 1
<Page>

                Lessee's general contractor for the Work.

        b.      Lessee shall instruct all approved general contractors to
                exclusively use Lessor's Base Building Sub-Contractors for
                heating, ventilation, air conditioning, electrical, fire
                suppression and life safety systems (hereinafter "Building
                Systems"). Other subcontractors may be used only when
                specifically approved in writing by Lessor, which approval shall
                not be unreasonably withheld or delayed.

        c.      The Base Building Sub-Contractors and their respective trades
                are set forth in Paragraph 6 below.

        d.      Lessee notifies Lessor in writing of Lessee's selection of
                general and subcontractors.

        e.      All costs associated with the biding process soliciting
                competitive pricing will be at the sole cost and expense of the
                Lessee.

        f.      Lessee's workmen and mechanics shall work in harmony and not
                interfere with the labor employed by Lessor, Lessor's mechanics
                or contractors or by any other occupant of the Building or their
                mechanic or contractors, if any. If at any time Lessee and/or
                its contractors cause disharmony or interference with the
                operation of the Building, Lessor shall give forty-eight (48)
                hours written notice to Lessee and within twenty-four (24) hours
                Lessee shall resolve any dispute so that the tenor of the
                construction process and the operation of the Building is
                returned to that which existed prior to Lessor's notice. Such
                entry by Lessee's contractors shall be deemed controlled by all
                of the terms, covenants, provisions and conditions of the Lease.

        g.      Prior to the commencement of the Work, Lessee shall provide
                Lessor with evidence of Lessee's contractors and sub-contractors
                carrying such worker's compensation, general liability, personal
                and property insurance required by law and in amounts no less
                than the amounts set forth in Paragraph 7 herein. Lessor shall
                not be liable in any way for any injury, loss or damage which
                may occur to any portion of the Work, Lessee's decorations, or
                installments so made, the same being solely at Lessee's risk.

        h.      In the event Lessor approves the use of subcontractors other
                than Lessor's Base Building sub-contractors, all proposed
                Building System work, including the preparation of the plans and
                specifications identified herein, shall be approved by Lessor's
                engineers (the "Engineering Review"), and any cost thereof shall
                be Lessee's responsibility.

        i.      Lessor shall afford Lessee and its contractors the opportunity
                to use the Building facilities at reasonable cost in order to
                enable Lessee and its contractors to perform the Work, provided
                however, that Lessee and its contractors shall remain
                responsible for the scheduling and transportation of materials
                and equipment used in the performance of such work. Lessee shall
                give Lessor adequate prior notice with regard to the scheduling
                and transportation of materials in and out of the Building.
                Lessor shall furnish, at Lessor's expense, water, electricity,
                heat and ventilation during the performance of the Work during
                regular construction trade hours of 8:00 a.m. to 5:00 p.m.,
                Monday through Friday, exclusive of trade holidays. Scavenger
                service shall be provided by Lessor at Lessee's expense.

        j.      All plans, changes to the plans and work installed by Lessee and
                its sub-contractors shall require inspections to be made by
                Lessor's Base Building Sub-Contractors at Lessee's or Lessee's
                contractors expense (the "Inspection Fees"). The Base Building
                Sub-Contractors shall supply Lessor with certification that work
                so preformed has been completed in accordance with the Plans
                which have been previously approved by Lessor. If a Base
                Building Sub-Contractor is selected and actually installs the
                work, the Inspection Fees described in this paragraph with
                respect to such work shall not be required.

        k.      Lessee shall be responsible for all cleaning and removal of
                debris necessitated by the performance of the Work. If Lessee
                fails to provide such cleaning and removal, the same may be
                performed by Lessor on Lessee's behalf and Lessee will pay
                Lessor an amount equal to the contractor's charge therefore,
                plus twenty percent (20%) thereof.

                               Exhibit C - Page 2
<Page>

        l.      Neither the outside appearance nor the strength of the Building
                or of any of its structural parts shall be affected by the Work.

        m.      The proper functioning of any of the Building Systems shall not
                be adversely affected or the usage of such systems by Lessee
                shall not be materially increased above the projected usage of
                such systems indicated by the current plans and specifications
                of the Building.

        n.      Lessee and its general and sub-contractors shall be bound by and
                observe all of the conditions and covenants contained in the
                Lease and this Exhibit A.

        o.      Lessor shall designate a "Project Manager" as its representative
                in the Building who shall be responsible for coordination and
                supervision of the Work as it pertains to the daily operation of
                the Building. The Project Manager and his subordinates shall be
                granted access to the Premises at all times during the
                construction period.

        p.      Lessee agrees to pay Lessor three percent (3%) of the contract
                awarded to Lessee's general contractor and/or any subcontractors
                to reimburse Lessor for coordination, supervision, and utility
                costs.

3.      Intentionally Omitted

4.      Any part of the Work within the Premises shall become the property of
        the Lessor upon installation. Furthermore, with respect to any material
        and installation which is part of the Work, Lessee shall not be entitled
        to remove, pledge or sell same unless otherwise agreed to in writing by
        Lessor and Lessee. No refund, credit, or removal of said items shall be
        permitted at the termination of the Lease. Items installed that are not
        integrated in any such way with other common building materials do not
        fall under this provision (Example: shelving, furniture, trade
        fixtures).

5.      Lessor shall provide a cash contribution of THREE HUNDRED SIXTY-NINE
        THOUSAND ONE HUNDRED THIRTY-EIGHT AND 00/100 DOLLARS ($369,138.00)
        ("Lessor's Construction Allowance") for payment of the costs associated
        with the completion of The Work. Lessor's Construction Allowance shall
        be payable within fifteen (15) business days of Lessor's receipt of the
        following:

        a.      Copy of the Certificate of Occupancy (temporary and permanent)
                issued by the local construction official;

        b.      AIA Document G704, Certificate of substantial completion issued
                and signed by Lessee's Architect;

        c.      Release of Lien statements from the general and all
                sub-contractors associated with the Work; and

        d.      Lessee shall provide Lessor a set of reproducible drawings of
                the Plans and a "CAD" file (in .DWG or .DXF format) of the
                "As-Built" Plans.

6.      The Base Building Sub-Contractors are:

                FIRE SPRINKLER CONTRACTOR
                "To be provided by Lessor upon request from Lessee."

                ELECTRICAL CONTRACTOR
                "To be provided by Lessor upon request from Lessee."

                PLUMBING CONTRACTOR
                "To be provided by Lessor upon request from Lessee."

                HVAC CONTRACTOR
                "To be provided by Lessor upon request from Lessee."

7.      Lessee's Contractor's Insurance:

                               Exhibit C - Page 3
<Page>

        a.      The Lessee shall require any and all contractors of the Lessee
                performing work on or about the Premises to obtain and/or
                maintain specific insurance coverage for events which could
                occur while operations are being performed and which could occur
                after the completion of the work. The insurance coverage of the
                contractor shall be at least equal to the coverage required by
                Article 30 of the Lease and the contractor shall name Lessor
                and, if requested, Mortgagee as additional insureds on all
                policies of liability insurance.

        b.      The contractor shall purchase and maintain such insurance as
                will protect itself and Lessor and Lessee from claims set forth
                below which may arise out of or result from its operations under
                the contract and after contract completion with Lessee, whether
                such operations are performed by the contractor or by any
                subcontractor or by anyone directly or indirectly employed by
                any of them or by anyone for whose acts any of them may be
                liable. The insurance coverage shall include but not be limited
                to protection for:

                i.      Claims under Workers or Workmens Compensation,
                        Disability Benefits, and other Employee Benefit Acts;

                ii.     Claims for damages because of bodily injury,
                        occupational sickness, disease or death of its
                        employees;

                iii.    Claims for damages because of bodily injury, sickness,
                        disease, or death of any person other than its
                        employees;

                iv.     Claims for damages insured by the usual personal injury
                        liability coverages which are sustained by (i) any
                        person as a result of an offense directly or indirectly
                        related to the employment of such person by the
                        contractor, or (ii) by any other person;

                v.      Claims for damages, other than to the work itself,
                        because of injury to or destruction of tangible
                        property, including loss of use resulting therefrom;

                vi.     Claims for damages because of bodily injury or death of
                        any person and/or property damage arising out of the
                        ownership, maintenance, or use of any motor vehicle; and

                vii.    Claims which include the foregoing, but not limited
                        thereto, which may occur while operations are being
                        performed and claims which may occur after operations
                        are completed.

c.      Lessee shall secure evidence of Lessee's contractor's insurance coverage
        adequate to protect Lessor and Lessee.

        d.      The contract between the Lessee and its contractor shall require
                that the Lessee's contractor hold the Lessor harmless in a form
                and manner equal to the indemnity agreement in Article 33,
                "Indemnity" of the Lease agreement.

        e.      Lessee shall cause to be executed a waiver of all rights their
                contractors have or may have against Lessor and any Mortgagee
                involved in the Premises in any way, for damages caused by fire
                or other perils so insured.

        f.      If request by Lessor, Lessee shall obtain and furnish surety in
                a form satisfactory to Lessor, covering the faithful performance
                of the work and the payment of all obligations arising
                thereunder.

8.      All sums payable by Lessee to Lessor in connection with this Exhibit C
        and any other work to be performed by Lessor within the Premises and
        billable to Lessee shall be deemed Additional Rent.

                                      -END-

                               Exhibit C - Page 4
<Page>

                               Exhibit C - Page 5
<Page>

                                  EXHIBIT C - 1

                   AIR CONDITIONING & HEATING DESIGN STANDARDS

The following are design standards for the building air-conditioning system for
cooling and heating in the air in the subject building:

1.      During the normal heating season to maintain an average indoor dry bulb
        temperature of not less than 70 degrees F (21 degrees C) or more than 76
        degrees (24.4 degrees C) when the outdoor dry bulb temperature is lower
        than 65 degrees F (18 degrees C) but not lower than 0 degrees F (-13
        degrees C).

2.      To maintain comfort cooling for an average indoor dry bulb temperature
        of not more than 78 degrees F when the outside dry bulb temperature is
        95 degrees F (24 degrees C).

3.      During the intermediate seasons, when the outside dry bulb temperature
        is below 55 degrees (13 degrees C), cooling will be provided by outside
        air usage in conjunction with operating of return air, outside air and
        exhaust air dampers.

4.      To furnish not less than .10 cubic foot of fresh air per minute per
        square foot of rentable area, and between .20 and 1.0 cubic feet of
        total air per minute, per square foot of rentable occupied space.

5.      Lessor will not be responsible for the failure of the air-conditioning
        system if such failure results from (i) the occupancy of the Premises
        with more than an average of one (1) person for each one hundred (100)
        usable square feet of floor area (ii) the installation or operation by
        Lessee of machines and appliances, the installed electrical load of
        which when combined with the load of all lighting fixtures exceeds five
        (5) watts per square foot of floor area and in any manner exceeding the
        aforementioned occupancy and electrical load criteria, or (iii)
        rearrangement of partitioning after the initial preparation of the
        Premises. If interference with normal operation of the air-conditioning
        system in the Premises results, necessitating changes in the air
        conditioning system servicing the Premises, such changes shall be made
        by Lessor upon written notice to Lessee at Lessee's sole cost and
        expense. Lessee agrees to lower and close window coverings when
        necessary because of the sun's position whenever the air conditioning
        system is in operation, and Lessee agrees at all times to cooperate
        fully with Lessor and to abide by all the Rules and Regulations attached
        hereto as well as reasonable rules and regulations which Lessor may
        hereafter prescribe involving the air-conditioning system.

                                    -- END --

                              Exhibit C-1 - Page 1
<Page>

                                    EXHIBIT D

                                CLEANING SERVICES
                             (Five Nights Per Week)

LESSEE'S PREMISES

1.      Vacuum clean all carpeted areas.

2.      Sweep and dust mop all non-carpeted areas. Wet mop whenever necessary.

3.      All office furniture such as desks, chairs, files, filing cabinets, etc.
        shall be dusted with a clean treated dust cloth whenever necessary and
        only if such surfaces are clear of Lessee's personal property including
        but not limited to plants.

4.      Empty and wash ashtrays.

5.      Empty wastepaper baskets and remove waste to the designated areas.

6.      All vertical surfaces within arms reach shall be spot cleaned to remove
        finger marks and smudges. Baseboard and window sills are to be spot
        cleaned whenever necessary.

7.      All cleaning of cafeterias, vending areas, kitchen facilities are
        excluded. Lessee may make necessary arrangements for same directly with
        Lessor's cleaning maintenance company.

8.      Cleaning hours shall be Monday through Friday between 5:30 p.m. and
        11:00 p.m.

9.      No cleaning service is provided on Saturday, Sunday and Building
        Holidays.

10.     Cartons or refuse in excess which can not be placed in wastebaskets will
        not be removed. Lessee is responsible to place such unusual refuse in
        trash dumpster.

11.     Cleaning maintenance company will not remove nor clean tea, office cups
        or similar containers. If such liquids are spilled in waste baskets, the
        waste baskets will be emptied but not otherwise cleaned. Lessor will not
        be responsible for any stained carpet caused from liquids leaking or
        spilling from Lessee's wastepaper receptacles.

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

13.     Glass entrance doors will be cleaned nightly. Interior glass doors or
        glass partitions are excluded. Lessee may make arrangements for same
        with Lessor's cleaning maintenance company.

COMMON AREAS

1.      Vacuum all carpeting in entrance lobbies, outdoor mats and all
        corridors.

2.      Wash glass doors in entrance lobby with a clean damp cloth and dry
        towel.

3.      Clean cigarette urns. Sweep and/or wet mop all resilient tile flooring.
        Hard surface floors such as quarry tile, etc., shall be cleaned nightly.

4.      Wash, clean and disinfect water fountains.

5.      Clean all elevators and stairwells.

6.      Lavatories -- Men and Women.
        a.  Floors in all lavatories shall be wet mopped each evening with a
            germicidal detergent to ensure a clean and germ free surface.
        b.  Wash and polish all mirrors, shelves, bright work including any
            piping and toilet seats.
        c.  Wash and disinfect wash basins and sinks using a germicidal
            detergent.
        d.  Wash and disinfect toilet bowls and urinals.
        e.  Keep lavatory partitions, tiled walls, dispensers and receptacles in
            a clean condition using a germicidal detergent when necessary.
        f.  Empty and sanitize sanitary disposal receptacles.
        g.  Fill toilet tissue holders, towel dispensers and soap dispensers.
            Refills to be supplied by Lessor.

7.      Clean all air ventilation grill work in ceilings.

                               Exhibit D - Page 1
<Page>

                                    EXHIBIT E

                                BUILDING HOLIDAYS

                                 BUILDING CLOSED


                               * NEW YEAR'S DAY *

                                * MEMORIAL DAY *

                              * INDEPENDENCE DAY *

                                  * LABOR DAY *

                              * THANKSGIVING DAY *

                                * CHRISTMAS DAY *

                                    -- END --

                               Exhibit E - Page 1
<Page>

                                    EXHIBIT F

                           TENANT ESTOPPEL CERTIFICATE

TO: MORTGAGEE and/or its affiliates and/or whom else it may concern:

1.      The undersigned is the Lessee (Tenant) under that certain Lease dated
        ____________by and between __________ as Lessor (Landlord) and
        __________ as Lessee, covering those certain premises commonly known and
        designated as ____r.s.f. on the ____( ) floor of _________________,NJ.

2.      The Lease has not been modified, changed, altered or amended in any
        respect (except as indicated following this sentence) and is the only
        Lease or agreement between the undersigned and the Lessor affecting said
        premises. If none, state "none".

3.      The undersigned has made no agreements with Lessor or its agents or
        employees concerning free rent, partial rent, rebate of rental payments
        or any other type of rental concession (except as indicated following
        this sentence). If none, state "none".

4.      The undersigned has accepted and now occupies the premises, and is and
        has been open for business since_________, 200_. The Lease term
        began________, 2002, and the rent for said premises has been paid to and
        including_____________, 2002 in conformity with this Lease agreement. No
        rent has been prepaid for more than two (2) months. The fixed minimum
        rent being paid as above is $ __________ per month. If Lessee is not in
        full possession, whether Lessee has assigned the Lease, sublet all or
        any portion of the Premises, or otherwise transferred any interest in
        the Lease or the Premises, Lessee agrees to provide a copy of such
        assignment, sublease, or transfer upon request.

5.      The Lease is not in default and is in full force and effect. As of the
        date hereof, the undersigned is entitled to no credit, no free rent and
        no offset or deduction in rent.

6.      All alterations, improvements, additions, build-outs, or construction
        required to be performed under the Lease have been completed in
        accordance with the terms of the Workletter attached to Lease as Exhibit
        C.

7.      The Lease does not contain and the undersigned doesn't have any
        outstanding options or rights of first refusal to purchase the premises
        or any part thereof or the real property of which the premises are a
        part.

8.      No actions, whether voluntary or otherwise, are pending against the
        undersigned under the bankruptcy laws of the United States or any State
        thereof.

9.      There are currently no valid defenses, counterclaims, off-sets, credits,
        deductions in rent, or claims against the enforcement of any of the
        agreements, terms, or conditions of the Lease.

10.     The undersigned acknowledges that all the interest of Lessor in and to
        the above-mentioned Lease is being duly assigned to MORTGAGEE or one of
        its affiliates hereunder and that pursuant to the terms thereof (i) all
        rental payments under said Lease shall continue to be paid to Lessor in
        accordance with the terms of the Lease unless and until you are
        otherwise notified in writing by MORTGAGEE, or its successor or assigns
        and (ii) no modification, revision, or cancellation of the Lease or
        amendments thereto shall be effective unless a written consent thereto
        of such mortgagee is first obtained.

11.     The undersigned is authorized to execute this Tenant Estoppel
        Certificate on behalf of the Lessee.

Dated this ________ day of __________________, 2002

LESSEE:


------------------------------------
Name:
Title:

                               Exhibit F - Page 1
<Page>

                                    EXHIBIT G

                        RENT COMMENCEMENT DATE AGREEMENT

1.0     PARTIES

        THIS AGREEMENT made the _________day of ________, 2002 is by and between
        ________________ (hereinafter "Lessor") whose address is c/o Mack-Cali
        Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and
        _________________________ (hereinafter "Lessee") whose address is
        ________________________________________.

2.0     STATEMENT OF FACTS

        2.1     Lessor and Lessee entered into a Lease dated ____________, 2002
                (hereinafter "Lease") setting forth the terms of occupancy by
                Lessee of approximately ________ rentable square feet on the
                _____ (___) floor (hereinafter "Premises") at
                _____________________________ (hereinafter "Building"); and

        2.2     The Term of the Lease is ten (10) years with the Rent
                Commencement Date being defined in the Preamble to the Lease as
                being subject to certain alternatives; and

        2.3     It has been determined that ___________, 2002 is the Rent
                Commencement Date of the Lease.

3.0     STATEMENT OF TERMS

                NOW, THEREFORE, in consideration of the Premises and the
        covenants hereinafter set forth, it is agreed:

        3.1     The Rent Commencement Date of the Lease is ___________ , and the
                Expiration Date thereof is _____________ , and the Lease
                Preamble Articles 6 shall be deemed modified accordingly.

        3.2     This Agreement is executed by the parties hereto for the purpose
                of providing a record of the Rent Commencement Date and
                Expiration Dates of the Lease.

        EXCEPT as modified herein, the Lease covering the Premises shall remain
in full force and effect as if the same were set forth in full herein and Lessor
and Lessee hereby ratify and confirm all the terms and conditions thereof.

        THIS AGREEMENT shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
permitted assigns.

        EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the Lease or
this Agreement is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due to any of
the foregoing.

        IN WITNESS THEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written and acknowledge one to the other
they possess the requisite authority to enter into this transaction and to sign
this Agreement.

LESSOR                                     LESSEE


By:                                        By:
        ------------------------------            ------------------------------
        Michael K. Nevins                         Name:
        Vice President - Leasing                  Title:

                               Exhibit G - Page 1
<Page>

                                    EXHIBIT H

                                LETTER OF CREDIT

                                                [DATE]

TO:
[Name of Beneficiary]
[Address]

                        Re:  Irrevocable Letter of Credit

Gentlemen:

        By order of our client, _________________________, we hereby establish
our irrevocable Letter of Credit No. ______ in your favor for a sum or sums not
to exceed $__________________- (_________________U.S. Dollars) in the aggregate,
effective immediately.

        This Letter of Credit shall be payable in immediately available funds in
U.S. Dollars. Funds under this credit are payable to you upon your presentation
to us a sight draft drawn on us in the form annexed hereto. All drafts must be
marked: "Drawn under Letter of Credit No. ____ of [Name of Issuing Bank].

        This Letter of Credit shall expire twelve (12) months from the date
hereof; but is automatically extendable, so that this Letter of Credit shall be
deemed automatically extended, from time to time, without amendment, for one
year from the expiration date hereof and from each and every future expiration
date, unless at least sixty (60) days prior to any expiration date we shall
notify you by registered mail that we elect not to consider this Letter of
Credit renewed for any such additional period. The final expiration date hereof
shall be no EARLIER than [fill in suitable date after expiration of lease].

        This Letter of Credit is transferable and may be transferred one or more
times. However, no transfer shall be effective unless advice of such transfer is
received by us in our standard form.

        We hereby agree to honor each draft drawn under and in compliance with
this Letter of Credit, if duly presented at our offices at ____________________
or at any other of our offices.

        This Letter of Credit is subject to the International Standby Practices
1998, International Chamber of Commerce Publication No. 590.

                                                [Name of Bank]

                                                By:


                       [Annex Bank's Form of Sight Draft]


                                Exhibit H- Page 1
<Page>

                                    EXHIBIT I

                         EXCLUSIONS FROM OPERATING COSTS

        (1)     Any ground lease rental;

        (2)     Costs of items considered capital repairs, replacements,
improvements and equipment under generally accepted accounting principles
consistently applied or otherwise, except as set forth below ("Capital Items");

        (3)     Rentals for items (except when needed in connection with normal
repairs and maintenance of permanent systems) which if purchased, rather than
rented, would constitute a Capital Item which is specifically excluded in (2)
above (excluding, however, equipment not affixed to the Building which is used
in providing janitorial or similar services);

        (4)     Costs incurred by Lessor for the repair of damage to the
Building to the extent that Lessor is or should be reimbursed by insurance
proceeds, regardless of whether such repairs are covered by insurance;

        (5)     Costs, including permit, license and inspection costs, incurred
with respect to the installation of tenant or other occupants' improvements in
the Building or incurred in renovating or otherwise improving, decorating,
painting or redecorating vacant space for tenants or other occupants of the
Building;

        (6)     Depreciation, amortization, and interest payments, except as
provided herein and except on materials, tools, supplies, and vendor-type
equipment purchased by Lessor to enable Lessor to supply services Lessor might
otherwise contract for with a third party when such depreciation, amortization
and interest payments would otherwise have been included in the charge for such
third party's services, all as determined in accordance with generally accepted
accounting principles, consistently applied, and when depreciation or
amortization is permitted or required, the item shall be amortized over its
reasonably anticipated useful life;

        (7)     Marketing costs, including without limitation, leasing
commissions, attorneys' fees in connection with the negotiation and preparation
of letters, deal memos, letters of intent, leases, subleases and/or assignments,
space planning costs, and other costs and expenses incurred in connection with
lease, sublease and/or assignment negotiations and transactions with Lessee or
present or prospective tenants or other occupants of the Building;

        (8)     Expenses for services or other benefits that are not offered to
Lessee or for which Lessee is charged for directly but that are provided to
another tenant or occupant of the Building;

        (9)     Costs incurred by Lessor because of the violation by Lessor or
any tenant of the terms and conditions of any lease of space in the Building;

        (10)    Overhead and profit increment paid to Lessor or to subsidiaries
or affiliates of Lessor for goods and/or services in or to the Building to the
extent the same exceeds the costs of such goods and/or services rendered by
unaffiliated third panics on a competitive basis;

        (11)    Interest, principal, points and fees on debts or amortization on
any mortgage or mortgages or any other debt instrument encumbering the Building
or the Land;

        (12)    Lessor's general corporate overhead and general and
administrative expenses;

        (13)    Any compensation paid to clerks, attendants or other persons in
commercial concessions operated by Lessor or in the parking garage of the
Building or wherever Lessee is granted its parking privileges and/or all fees
paid to any parking facility operator;

        (14)    Rentals and other related expenses incurred in leasing HVAC
systems, elevators or

                                Exhibit I- Page 1
<Page>

other equipment ordinarily considered to be Capital Items, except for (a)
expenses in connection with making repairs on or keeping such Building systems
in operation while repairs are being made and (b) costs of equipment not affixed
to the Building which is used in providing janitorial or similar services;

        (15)    Advertising and promotional expenditures, and costs of signs in
or on the Building identifying the owner of the Building;

        (15A)   The cost of any electrical power used by any tenant in the
Building in excess of the Building-standard amount, or electric power costs for
which any tenant directly contracts with the local public service company or for
which any tenant is separately metered or submetered and pays Lessor directly;

        (16)    Services and utilities provided, taxes attributable to, and
costs incurred in connection with the operation of the retail and restaurant
operations in the Building, except to the extent the square footage of such
operations are included in the rentable square feet of the Building and do not
exceed the services, utility and tax costs that would have been incurred had the
retail and/or restaurant space been used for general office purposes;

        (17)    Costs incurred in connection with upgrading the Building to
comply with life, fire and safety codes, ordinances, statutes or other laws in
effect before the Commencement Date, including, without limitation, the ADA,
including penalties or damages incurred because of that non-compliance;

        (18)    Tax penalties incurred as a result of Lessor's failure to make
payments and/or to file any tax or informational returns when due;

        (19)    Costs for which Lessor has been compensated by a management fee,
and any management fees in excess of those management fees which are normally
and customarily charged by landlords of comparable buildings;

        (19A)   Costs arising from the negligence or fault of other tenants or
Lessor or its agents, or any vendors, contractors, or providers of materials or
services selected, hired or engaged by Lessor or its agents including, without
limitation, the selection of Building materials;

        (20)    Notwithstanding any contrary provision of the Lease, including,
without limitation, any provision relating to capital expenditures, any and all
costs arising from the presence of hazardous materials or substances (as defined
by applicable laws in effect on the date this Lease is executed) in or about the
Premises, the Building or the Office Building Area including, without
limitation, hazardous substances in the ground water or soil, not placed in the
Premises, the Building or the Land by Lessee;

        (21)    Costs arising from Lessor's charitable or political
contributions;

        (22)    Costs arising from defects in the base, shell, or core of the
Building or improvements installed by Lessor or repair thereof;

        (23)    Costs for the acquisition of (as contrasted with the maintenance
of) sculpture, paintings, or other objects of art;

        (24)    Costs (including in connection therewith all attorneys' fees and
costs of settlement judgments and payments in lieu thereof) arising from claims,
disputes or potential disputes in connection with potential or actual claims
litigation or arbitrations pertaining to Lessor and/or the Building and/or the
Office Building Area;

        (25)    Costs associated with the operation of the business of the
partnership or entity which constitutes Lessor as the same are distinguished
from the costs of operation of the Building, including partnership accounting
and legal matters, costs of defending any lawsuits with or claims by any
mortgagee (except as the actions of Lessee may be in issue), costs of selling,
syndicating, financing, mortgaging or hypothecating any of Lessor's interest in
the Building, costs of any disputes between Lessor and its employees (if any)
not engaged in Building operation, disputes of Lessor with

                                Exhibit I- Page 4
<Page>

Building management, or outside fees paid in connection with disputes with other
tenants;

        (26)    Costs of any "tap fees" or any sewer or water connection fees
for the benefit of any particular tenant in the Building;

        (27)    Costs incurred in connection with any environmental clean-up,
response action, or remediation on, in, under or about the Premises or the
Building or the Office Building Area, including but not limited to, costs and
expenses associated with the defense, administration, settlement, monitoring or
management thereof;

        (28)    Any expenses incurred by Lessor for use of any portions of the
Building to accommodate events including, but not limited to shows, promotions,
kiosks, displays, filming, photography, private events or parties, ceremonies,
and advertising beyond the normal expenses otherwise attributable to providing
Building services, such as lighting and HVAC to such public portions of the
Building in normal Building operations during standard Building hours of
operation;

        (29)    Any entertainment, dining, or travel expenses for any purpose;

        (30)    Any flowers, gifts, balloons, etc. provided to any entity
whatsoever, to include, but not limited to, Lessee, other tenants, employees,
vendors, contractors, prospective tenants, and agents;

        (31)    Any "validated" parking for any entity;

        (32)    Any "finders' fees," brokerage commissions, job placement costs,
or job advertising cost;

        (33)    Any "above-standard" cleaning, including, but not limited to
construction cleanup or special cleanings associated with parties/events and
specific tenant requirements in excess of service provided to Lessee, including
related trash collection, removal, hauling and dumping;

        (34)    The cost of any magazine, newspaper, trade or other
subscriptions;

        (35)    The cost of any training or incentive programs, other than for
tenant life safety information services;

        (36)    The cost of any "tenant relations" parties, events or promotion
not consented to by an authorized representative of Lessee in writing;

        (37)    "In-house" legal and/or accounting fees; and

        (38)    Reserves for bad debts or for future improvements, repairs,
additions, etc.; and

        It is understood that Operating Costs shall be reduced by all cash
discounts, trade discounts, quantity discounts, rebates, or other amounts
received by Lessor or Lessor's managing agent in the purchase of any goods,
utilities, or services in connection with the operation of the Building. Lessor
shall make payments for goods, utilities, or services in a timely manner to
obtain the maximum possible discount. If Capital Items which are customarily
purchased by landlords of comparable buildings are leased by Lessor, rather than
purchased, the decision by Lessor to lease the item in question shall not serve
to increase Lessee's Percentage of Operating Costs beyond that which would have
applied had the item in question been purchased.

        If any facilities, services, or utilities used for the Building are
provided from another building owned or operated by Lessor or vice versa, the
costs incurred by Lessor for those facilities, services, or utilities shall be
allocated to Operating Costs by Lessor on a reasonably equitable basis.

        If any repair, replacement or improvement within the definition of
Operating Costs is capitalized under generally accepted accounting principles,
then (A) the cost of any such repair, replacement or improvement shall only be
included in Operating Costs if such repair, replacement or improvement (i) is
necessary to comply with any governmental or quasi-governmental law, statute,

                                Exhibit I- Page 4
<Page>

ordinance, rule, order, requirements or regulation, which is enacted or
promulgated after the date hereof, (ii) is reasonably intended to reduce
Operating Costs or (iii) constitutes a replacement which in Lessor's reasonable
judgment is economically prudent to make in lieu of repairs, (B) the cost
thereof shall be amortized on a straight line basis over the useful life of such
repair, the amount so amortized attributable to such repair, replacement or
improvement and (C) there shall be included in Operating Costs in each Lease
Year for such portion of the amortization period which occurs during the Term,
provided, however, that all amounts thereof included in Operating Costs in any
Lease Year subsequent to the year paid shall have added thereto interest from
the date Lessor incurred such cost. For amortization purposes, applicable
interest shall be two (2) percentage points in excess of the prime rate charged
by Chase Manhattan Bank, or its successor, at the time of expenditure.

                                Exhibit I- Page 4
<Page>

                            FIRST AMENDMENT TO LEASE

1.      PARTIES

        1.1     THIS AGREEMENT made the 30th day of June, 2003 is between
                SYLVAN/CAMPUS REALTY L.L.C. ("Lessor") whose address is c/o
                Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New
                Jersey 07016 and THE MEDICINES COMPANY ("Lessee"), whose address
                is 8 Campus Drive, Parsippany, New Jersey.

2.      STATEMENT OF FACTS

        2.1     Lessor and Lessee previously entered into a Lease dated
                September 30, 2002 (the "Lease") covering approximately 16,779
                gross rentable square feet on the second (2nd) floor
                ("Premises") in the building located at 8 Campus Drive,
                Parsippany, New Jersey ("Building"); and

        2.2     The Term of the Lease is for ten (10) years from the Rent
                Commencement Date with the Rent Commencement Date of the initial
                Term being defined in the Preamble to the Lease as the earlier
                of (i) the date upon which Lessee, or anyone claiming under or
                through Lessee, commences using the Premises for the conduct of
                business, or (ii) the date which is ninety (90) days after the
                date of this Lease.

        2.3     It has been determined in accordance with Paragraph 6 of the
                Preamble to the Lease that January 6, 2003 was the Rent
                Commencement Date of the Term of the Lease.

        2.4     The Term of the Lease expires at 11:59 p.m. on January 31, 2013
                ("Expiration Date"); and

        2.5     Lessee desires to expand the Premises by leasing approximately
                3,450 gross rentable square feet on the second (2nd) floor of
                the Building ("Expansion Premises"), as shown on Exhibit A
                attached hereto and made a part hereof; and

        2.6     The parties desire to amend certain terms of the Lease as set
                forth below.

3.      AGREEMENT

                NOW, THEREFORE, in consideration of the terms, covenants and
        conditions hereinafter set forth, Lessor and Lessee agree as follows:

        3.1     The above recitals are incorporated herein by reference.

        3.2     All capitalized and non-capitalized terms used in this Agreement
                which are not separately defined herein but are defined in the
                Lease shall have the meaning given to any such term in the
                Lease.

        3.3     The Term applicable to the Expansion Premises shall commence on
                the Effective Date (as defined below) and shall terminate at
                11:59 p.m. on January 31, 2013.

        3.4     The effective date applicable to the Expansion Premises shall be
                the earlier of (i) the day Lessor substantially completes the
                improvements to be made to the Expansion Premises in accordance
                with Exhibit B attached hereto and made part hereof and obtains
                a (temporary or final) certificate of occupancy for the
                Expansion Premises (if required by local law) or (ii) the date
                Lessee or anyone claiming under or through Lessee shall occupy
                the Expansion Premises (the "Effective Date").

        3.5     Lessor, at its sole cost and expense, shall perform the
                improvement work to the Expansion Premises in accordance with
                Exhibit B attached hereto and made part hereof.

        3.6     From and after the Effective Date, the following shall be
                effective:

                a.      Lessor shall lease to Lessee and Lessee shall hire from
                        Lessor the Expansion Premises as shown on Exhibit A
                        attached hereto and made part hereof.

                b.      The Premises shall be defined as approximately 20,229
                        gross rentable square feet on the second (2) floor of
                        the Building and Paragraph 7 of the Preamble

                                        1
<Page>

                        to the Lease and Exhibit A shall be deemed amended
                        accordingly.

                c.      In addition to the Fixed Basic Rent payable applicable
                        to the Premises, Lessee shall pay Lessor Fixed Basic
                        Rent applicable to the Expansion Premises which shall
                        accrue as follows and Paragraph 10 of the Preamble to
                        the Lease shall be deemed supplemented accordingly:

                        (i)     commencing on the Effective Date through and
                                including the day prior to the second (2nd)
                                month anniversary of the Effective Date, the
                                Fixed Basic Rent applicable to the Expansion
                                Premises shall be ZERO AND 00/100 DOLLARS
                                ($0.00).

                        (ii)    commencing on the second (2nd) month anniversary
                                of the Effective Date through and including
                                January 31, 2005, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                NINETY-ONE THOUSAND FOUR HUNDRED TWENTY-FIVE AND
                                00/100 DOLLARS ($91,425.00) per annum, payable
                                in advance on the first day of each and every
                                calendar month in equal monthly installments of
                                SEVEN THOUSAND SIX HUNDRED EIGHTEEN AND 75/100
                                ($7,618.75); and

                        (iii)   commencing on February 1, 2005 through and
                                including January 31, 2006, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                NINETY-THREE THOUSAND ONE HUNDRED FIFTY AND
                                00/100 DOLLARS ($93,150.00) per annum, payable
                                in advance on the first day of each and every
                                calendar month in equal monthly installments of
                                SEVEN THOUSAND SEVEN HUNDRED SIXTY-TWO AND
                                50/100 DOLLARS ($7,762.50); and

                        (iv)    commencing on February 1, 2006 through and
                                including January 31, 2007, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                NINETY-FOUR THOUSAND EIGHT HUNDRED SEVENTY-FIVE
                                AND 00/100 DOLLARS ($94,875.00) per annum,
                                payable in advance on the first day of each and
                                every calendar month in equal monthly
                                installments of SEVEN THOUSAND NINE HUNDRED SIX
                                AND 25/100 DOLLARS ($7,906.25); and

                        (v)     commencing on February 1, 2007 through and
                                including January 31, 2008, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                NINETY-EIGHT THOUSAND THREE HUNDRED TWENTY-FIVE
                                AND 00/100 DOLLARS ($98,325.00) per annum,
                                payable in advance on the first day of each and
                                every calendar month in equal monthly
                                installments of EIGHT THOUSAND ONE HUNDRED
                                NINETY-THREE AND 75/100 DOLLARS ($8,193.75); and

                        (vi)    commencing on February 1, 2008 through and
                                including January 31, 2009, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                ONE HUNDRED THOUSAND FIFTY AND 00/100 DOLLARS
                                ($100,050.00) per annum, payable in advance on
                                the first day of each and every calendar month
                                in equal monthly installments of EIGHT THOUSAND
                                THREE HUNDRED THIRTY-SEVEN AND 50/100 DOLLARS
                                ($8,337.50); and

                        (vii)   commencing on February 1, 2009 through and
                                including January 31, 2010, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                ONE HUNDRED ONE THOUSAND SEVEN HUNDRED
                                SEVENTY-FIVE AND 00/100 DOLLARS ($101,775.00)
                                per annum, payable in advance on the first day
                                of each and every calendar month in equal
                                monthly installments of EIGHT THOUSAND FOUR
                                HUNDRED EIGHTY-ONE AND 25/100 DOLLARS
                                ($8,481.25); and

                        (viii)  commencing on February 1, 2010 through and
                                including January 31, 2011, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                ONE HUNDRED THREE THOUSAND FIVE HUNDRED AND
                                00/100 DOLLARS ($103,500.00) per annum, payable
                                in advance on the first day of each and every
                                calendar month in equal

                                        2
<Page>

                                monthly installments of EIGHT THOUSAND SIX
                                HUNDRED TWENTY-FIVE AND 00/100 DOLLARS
                                ($8,625.00); and

                        (ix)    commencing on February 1, 2011 through and
                                including January 31, 2012, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                ONE HUNDRED FIVE THOUSAND TWO HUNDRED
                                TWENTY-FIVE AND 00/100 DOLLARS ($105,225.00) per
                                annum, payable in advance on the first day of
                                each and every calendar month in equal monthly
                                installments of EIGHT THOUSAND SEVEN HUNDRED
                                SIXTY-EIGHT AND 75/100 DOLLARS ($8,768.75); and

                        (x)     commencing on February 1, 2012 through and
                                including January 31, 2013, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                ONE HUNDRED SIX THOUSAND NINE HUNDRED FIFTY AND
                                00/100 DOLLARS ($106,950.00) per annum, payable
                                in advance on the first day of each and every
                                calendar month in equal monthly installments of
                                EIGHT THOUSAND NINE HUNDRED TWELVE AND 50/100
                                DOLLARS ($8,912.50).

                d.      Parking Spaces shall be defined as seventy-six
                        unassigned spaces and Paragraph 14 of the Preamble to
                        the Lease shall be deemed amended accordingly.

                e.      Lessee shall pay Lessor the cost of electricity consumed
                        within the Expansion Premises in accordance with Article
                        22 BUILDING STANDARD OFFICE ELECTRICAL SERVICE of the
                        Lease.

                f.      Lessee shall pay Lessor, as Additional Rent, Lessee's
                        Percentage applicable to the Expansion Premises of the
                        increased cost to Lessor for each of the categories set
                        forth in Article 23 ADDITIONAL RENT over the Base
                        Operating Costs, Base Real Estate Taxes and Base Utility
                        and Energy Costs incurred during Calendar Year 2004.

                g.      Lessee's Percentage applicable to the Expansion Premises
                        shall be 1.6%.

        3.7     This Agreement shall not extend or otherwise amend the Term or
                Fixed Basic Rent applicable to the Premises as defined herein.

        3.8     No later than thirty (30) days after the determination of the
                Effective Date, the parties shall agree to memorialize the
                Effective Date in writing.

        3.9     Lessee represents and warrants to Lessor that no broker, other
                than Trammel Crow Company, brought about this transaction, and
                Lessee agrees to indemnify and hold Lessor harmless from any and
                all claims of any other broker claiming to have been engaged by
                Lessee in connection with negotiations of, or entering into of,
                this Agreement.

        3.10    Lessee hereby represents to Lessor that (i) except for any
                default which may exist as a result of the filing of certain
                liens against the Building, there exists no default under the
                Lease either by Lessor or Lessee; (ii) Lessee is entitled to no
                credit, free rent or other offset or abatement of the rents due
                under the Lease; and (iii) there exists no offset, defense or
                counterclaim to Lessee's obligation under the Lease.

        3.11    Except as expressly amended herein, the Lease, as amended, shall
                remain in full force and effect as if the same had been set
                forth in full herein, and Lessor and Lessee hereby ratify and
                confirm all of the terms and conditions thereof.

        3.12    This agreement shall be binding upon and inure to the benefit of
                the parties hereto and their respective legal representatives,
                successors and permitted assigns.

        3.13    Each party agrees that it will not raise or assert as a defense
                to any obligation under the Lease or this Agreement or make any
                claim that the Lease or this Agreement is invalid or
                unenforceable due to any failure of this document to comply with
                ministerial requirements including, but not limited to,
                requirements for corporate seals, attestations, witnesses,
                notarizations, or other similar requirements, and each party
                hereby waives the right to assert any such defense or make any
                claim of

                                        3
<Page>

                invalidity or unenforceability due to any of the foregoing.

        IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written, and acknowledge one to the other
that they possess the requisite authority to enter into this transaction and to
sign this Agreement.

LESSOR:                                       LESSEE:

SYLVAN/CAMPUS REALTY L.L.C.                   THE MEDICINES COMPANY

By:   Grove Street Associates of Jersey
      City Limited Partnership, member

By:   Mack-Cali Sub IV, Inc., its general
      partner

By:   /s/ Michael K. Nevins                   By:   /s/ Clive A. Meanwell
      ----------------------------------            ---------------------------
      Michael K. Nevins                             Name: Clive A. Meanwell
      Vice President - Leasing                      Title: Chairman

                                        4
<Page>

                                    EXHIBIT A

                         LOCATION OF EXPANSION PREMISES


         [Schematic diagram of original premises and expansion premises]

                                        5
<Page>

                                    EXHIBIT B

                                      NOTES

RE:     Workletter Agreement for office space on the second (2nd) floor at 8
        Campus Drive, Parsippany, New Jersey

                                                                   June 30, 2003

LESSEE:

THE MEDICINES COMPANY

You ("Lessee") and we ("Lessor") are executing simultaneously with this
Workletter Agreement a written lease amendment ("Amendment"), covering the space
referred to above, as more particularly described in the Amendment ("Expansion
Premises").

To induce Lessee to enter into the Amendment (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained, Lessor
and Lessee mutually agree as follows:

1.      Lessor shall have its architect prepare the following architectural and
        mechanical drawings and specifications based upon the sketch layout
        supplied to Lessor by Lessee, attached hereto and made a part hereof,
        upon full execution of this Lease.

        a.      Architectural drawings and specifications for Lessee's partition
                layout, reflected ceiling, placement of electrical outlets and
                other installations for the work to be done by Lessor.

        b.      Mechanical plans and specifications where necessary for
                installation of air conditioning systems, ductwork and heating.

        All such plans and specifications are expressly subject to Lessor's
        written approval, which Lessor covenants it will not unreasonably
        withhold.

2.      Lessor agrees to cause the partition plan, electrical plan and the
        reflected ceiling plan to be delivered to Lessee on or before the
        fifteenth (15th) day after Lessee's approved sketch layout. Lessee
        agrees to approve said plans by initialing and returning same to Lessor
        within three (3) days of receipt of each plan. Upon approval of the
        plans initialed by Lessee, Lessor shall file said plans with the
        appropriate governmental agencies.

3.      Lessor agrees, at its expense and without charge to Lessee (unless
        otherwise provided), to do the work in the Expansion Premises as shown
        on the plans dated May 16, 2003, as amended June 24, 2003, created by
        First Floor, attached hereto and described on the "Description of
        Materials" schedule attached hereto and in conformance with the Premises
        originally leased by Lessee under the Lease, which shall hereinafter be
        referred to as "The Work" "Building Standard" shall mean the type and
        grade of material, equipment and/or device designated by Lessor as
        standard for the Building. All items are Building Standard unless
        otherwise noted. The provisions of Article 6 of the Lease shall apply to
        any alterations made to the Expansion Premises after the initial work to
        be performed herein.

4.      Intentionally omitted.

5.      All low partitioning, workstation modules, bank screen partitions and
        prefabricated partition systems shall be furnished and installed by
        Lessee.

6.      The installation or wiring of telephone and computer (data) outlets is
        not part of The Work. Lessee shall bear the responsibility to provide
        its own telephone and data systems at Lessee's sole cost and expense.
        Upon expiration or sooner termination of the Lease, Lessee shall remove
        all telephone and data equipment and wiring from the Expansion Premises
        and the Building risers upon vacation of same.

                               Exhibit B - Page 1
<Page>

7.      Changes in The Work, if necessary or requested by the Lessee, shall be
        accomplished after submission of Lessee's final approved sketch layout,
        and without invalidating any part of the Lease or Workletter Agreement,
        by written agreement between Lessor and Lessee hereinafter referred to
        as a Change Order. Each Change Order shall be prepared by Lessor and
        signed by both Lessee and Lessor stating their agreement upon all of the
        following:

        a.      The scope of the change in The Work; and

        b.      The cost of the change; and

        c.      Manner in which the cost will be paid or credited; and

        d.      The estimated extent of any adjustment to the Effective Date (if
                any) as a result of the change in The Work.

                Each and every Change Order shall be signed by Lessor's and
                        Lessee's respective construction representatives. In no
                        event shall any Change Order(s) be permitted without
                        such authorizations. A 10% supervision plus 10% overhead
                        charge will be added to the cost of any Change Order and
                        to the cost of any other work to be performed by Lessor
                        in the Expansion Premises after Lessor's completion of
                        The Work. If Lessee shall fail to approve any such
                        Change Order within one (1) week, the same shall be
                        deemed disapproved in all respects by Lessee and Lessor
                        shall not be authorized to proceed thereon. Any increase
                        in the cost of The Work or the change in The Work stated
                        in a Change Order which results from Lessee's failure to
                        timely approve and return said Change Order shall be
                        paid by the Lessee. Lessee agrees to pay to Lessor the
                        cost of any Change Order promptly upon receipt of an
                        invoice for same. Similarly, any cost savings resulting
                        from such Change Order(s) shall be credited to the
                        Lessee.

8.      If Lessee elects to use the architect suggested by Lessor, this
        architect becomes the Lessee's agent solely with respect to the plans,
        specifications and The Work. If any change is made after completion of
        schematic drawings and prior to completion of final construction
        documents which result in a Change Order and additional costs, such
        costs shall be the responsibility of the Lessee.

9.      Prior to Lessee's occupancy of the Expansion Premises, Lessee shall
        identify and list any portion of The Work which does not conform to this
        Workletter Agreement ("Punch List"). The Lessor shall review with the
        Lessee all of the items so listed and correct or complete any portion of
        The Work which fails to conform to the requirements of this Workletter
        Agreement.

10.     The terms contained in the Amendment (which include all exhibits
        attached thereto) constitute Lessor's agreement with Lessee with respect
        to the work to be performed by Lessor on Lessee's behalf. If the
        architectural drawings are in conflict with the terms of the Amendment,
        then the Lease shall be deemed the controlling document.

11.     All materials and installations constructed for the Lessee within the
        Expansion Premises shall become the property of the Lessor upon
        installation. No refund, credit or removal of said items is to be
        permitted at the termination of the Lease. Items installed that are not
        integrated in any such way with other common building materials do not
        fall under this provision (e.g. shelving, furniture, etc.).

12.     It is agreed that notwithstanding the date provided in the Lease for the
        Effective Date, the term applicable to the Expansion Premises shall not
        commence until Lessor has "substantially completed" all work to be
        performed by Lessor as hereinbefore set forth in Paragraph 3 above and
        as set forth in the Amendment; provided, however, that if Lessor shall
        be delayed in substantially completing said work as a result of:

        a.      Lessee's failure to approve the plans and specifications in
                accordance with Paragraph 2 hereof; or

        b.      Lessee's failure to furnish interior finish specifications,
                i.e., paint colors, carpet

                               Exhibit B - Page 2
<Page>

                selection, etc., to Lessor by the fifth (5th) working day after
                Lessor has approved the plans and specifications submitted by
                Lessee referred to in Paragraph 2 hereof; or

        c.      Lessee's request for materials, finishes or installations other
                than Lessor's Building Standard; or

        d.      Lessee's changes in The Work; or

        e.      The performance of a person, firm, partnership or corporation
                employed by Lessee and the completion of the said work by said
                person, firm, partnership or corporation;

        then the Effective Date of the term of said Lease shall be accelerated
        by the number of days of such delay and Lessee's obligation to pay Fixed
        Basic Rent and Additional Rent shall commence as of such earlier date.
        As to matters described in clauses (a) - (e) above, Lessor shall advise
        Lessee of any delay that Lessor knows is reasonably likely to occur as a
        result of the matter described, within a reasonable time after Lessor
        becomes aware of such likelihood.

13.     Lessor shall permit Lessee and its agents to enter the Expansion
        Premises prior to the Commencement Date in order that Lessee may perform
        through its own non-union contractors (or union contractor if required
        by Lessor) such other work and decorations as Lessee may desire at the
        same time Lessor's contractors are working in the Expansion Premises.
        The foregoing license to enter prior to the Commencement Date, however,
        is conditioned upon:

        a.      Lessee's workmen and mechanics working in harmony and not
                interfering with the labor employed by Lessor, Lessor's
                mechanics or contractors or by any other Lessee or its mechanics
                or contractors; and

        b.      Lessee providing Lessor with evidence of Lessee's contractors
                and subcontractors carrying such worker's compensation, general
                liability, personal and property insurance as required by law
                and in amounts no less than the amounts set forth in Article 30
                of the Lease. If at any time such entry shall cause disharmony
                or interference therewith, this license may be withdrawn by
                Lessor upon forty-eight (48) hours written notice to Lessee.
                Such entry shall be deemed controlled by all of the terms,
                covenants, provisions and conditions of said Lease, except as to
                the covenant to pay Fixed Basic Rent and Additional Rent. Lessor
                shall not be liable in any way for any injury, loss or damage
                which may occur to any of Lessee's decorations or installations
                so made prior to the Effective Date, the same being solely at
                Lessee's risk.

14.     No part of the Expansion Premises shall be deemed unavailable for
        occupancy by the Lessee, or shall any work which the Lessor is obligated
        to perform in such part of the Expansion Premises be deemed incomplete
        for the purpose of any adjustment of Fixed Basic Rent payable hereunder,
        solely due to the non-completion of details of construction, decoration
        or mechanical adjustments which are minor in character and the
        non-completion of which does not materially interfere with the Lessee's
        use of such part of the Expansion Premises.

15.     Lessee is responsible for all costs related to the repairs and
        maintenance of any additional or supplemental HVAC systems, appliances
        and equipment installed to meet Lessee's specific requirements. Lessee
        shall purchase a service contract for this equipment so that the
        equipment is covered by such service contract each year of the term of
        the Lease and shall forward a copy of such contract to Lessor.

16.     If construction is to occur in a space occupied by Lessee's employees,
        Lessee shall be liable for all costs associated with a delay if Lessee
        shall fail to comply with a submitted construction schedule to relocate
        personnel, furniture, or equipment. These costs shall include, but not
        be limited to the following:

        a.      cost of construction workers time wasted; and

        b.      cost of any overtime work necessary to meet schedule deadlines;
                and

                               Exhibit B - Page 3
<Page>

        c.      any other costs associated with delays in final completion.

17.     This workletter is based on the quantities and specifications listed
        herein. Any change to these specifications shall require the
        recalculation of the construction costs. Such recalculation shall not
        negate any other section of this Lease.

18.     All sums payable by Lessee to Lessor in connection with this Exhibit B
        and any other work to be performed by Lessor within the Expansion
        Premises and billable to Lessee shall be deemed Additional Rent.

19.     With respect to the construction work being conducted in or about the
        Expansion Premises, each party agrees to be bound by the approval and
        actions of their respective construction representatives. Unless changed
        by written notification, the parties hereby designate the following
        individuals as their respective construction representatives:

        FOR LESSOR:                           FOR LESSEE:

        ________________________________      Dave Mitchell
        c/o Mack-Cali Realty Corporation      The Medicines Company
        ________________________________      8 Campus Drive, Parsippany, NJ
        ________________________________      (973) 647-6069

                               Exhibit B - Page 4
<Page>

                            SECOND AMENDMENT TO LEASE

1.      PARTIES

        1.1     THIS AGREEMENT made the 31st day of December, 2003 is between
                SYLVAN/CAMPUS REALTY L.L.C. ("Lessor") whose address is c/o
                Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New
                Jersey 07016 and THE MEDICINES COMPANY ("Lessee"), whose address
                is 8 Campus Drive, Parsippany, New Jersey 07054.

2.      STATEMENT OF FACTS

        2.1     Lessor and Lessee previously entered into a Lease dated
                September 30, 2002, as amended by First Amendment to Lease dated
                June 30, 2003 (together, the "Lease") covering approximately
                20,229 gross rentable square feet on the second (2nd) floor in
                the building located at 8 Campus Drive, Parsippany, New Jersey
                ("Building"); and

        2.2     Lessee desires to expand the office space subject to the Lease
                by leasing approximately 12,437 gross rentable square feet on
                the first (1st) floor of the Building ("Expansion Premises"), as
                shown on Exhibit A attached hereto and made a part hereof; and

        2.3     The parties desire to amend certain terms of the Lease as set
                forth below.

3.      AGREEMENT

                NOW, THEREFORE, in consideration of the terms, covenants and
        conditions hereinafter set forth, Lessor and Lessee agree as follows:

        3.1     The above recitals are incorporated herein by reference.

        3.2     All capitalized and non-capitalized terms used in this Agreement
                which are not separately defined herein but are defined in the
                Lease shall have the meaning given to any such term in the
                Lease.

        3.3     The Term applicable to the Expansion Premises shall commence on
                the Effective Date (as defined below) and shall terminate at
                11:59 p.m. on January 31, 2013.

        3.4     The effective date applicable to the Expansion Premises shall be
                the earlier of (i) the day Lessor substantially completes the
                improvements to be made to the Expansion Premises in accordance
                with Exhibit B attached hereto and made part hereof and obtains
                a (temporary or final) certificate of occupancy for the
                Expansion Premises (if required by local law) or (ii) the date
                Lessee or anyone claiming under or through Lessee shall occupy
                the Expansion Premises (the "Effective Date").

        3.5     Lessor, at its sole cost and expense, shall perform the
                improvement work to the Expansion Premises in accordance with
                Exhibit B attached hereto and made part hereof.

        3.6     From and after the Effective Date, the following shall be
                effective:

                a.      Lessor shall lease to Lessee and Lessee shall hire from
                        Lessor the Expansion Premises as shown on Exhibit A
                        attached hereto and made part hereof.

                b.      The Premises shall be defined as approximately 32,666
                        gross rentable square feet consisting of 20,229 gross
                        rentable square feet on the second (2nd) floor and
                        12,437 gross rentable square feet on the first (1st)
                        floor of the Building and Paragraph 7 of the Preamble to
                        the Lease and Exhibit A shall be deemed amended
                        accordingly.

                c.      Lessee shall pay Lessor Fixed Basic Rent applicable to
                        the Expansion Premises which shall accrue as follows and
                        Paragraph 10 of the Preamble to the Lease shall be
                        deemed supplemented accordingly.

                        (i)     commencing on the Effective Date through and
                                including January 31, 2006, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                THREE HUNDRED FORTY-TWO THOUSAND SEVENTEEN AND
                                52/100 DOLLARS ($342,017.52) per annum, payable
                                in advance on the first day of each and every
                                calendar month

<Page>

                                in equal monthly installments of TWENTY-EIGHT
                                THOUSAND FIVE HUNDRED ONE AND 46/100 DOLLARS
                                ($28,501.46); and

                        (ii)    commencing on February 1, 2006 through and
                                including January 31, 2007, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                THREE HUNDRED FORTY-EIGHT THOUSAND TWO HUNDRED
                                THIRTY-SIX AND 00/100 DOLLARS ($348,236.00) per
                                annum, payable in advance on the first day of
                                each and every calendar month in equal monthly
                                installments of TWENTY-NINE THOUSAND NINETEEN
                                AND 67/100 DOLLARS ($29,019.67); and

                        (iii)   commencing on February 1, 2007 through and
                                including January 31, 2008, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                THREE HUNDRED FIFTY-FOUR THOUSAND FOUR HUNDRED
                                FIFTY-FOUR AND 50/100 DOLLARS ($354,454.50) per
                                annum, payable in advance on the first day of
                                each and every calendar month in equal monthly
                                installments of TWENTY-NINE THOUSAND FIVE
                                HUNDRED THIRTY-SEVEN AND 88/100 DOLLARS
                                ($29,537.88); and

                        (iv)    commencing on February 1, 2008 through and
                                including January 31, 2009, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                THREE HUNDRED SIXTY THOUSAND SIX HUNDRED
                                SEVENTY-THREE AND 00/100 DOLLARS ($360,673.00)
                                per annum, payable in advance on the first day
                                of each and every calendar month in equal
                                monthly installments of THIRTY THOUSAND
                                FIFTY-SIX AND 08/100 DOLLARS ($30,056.08); and

                        (v)     commencing on February 1, 2009 through and
                                including January 31, 2010, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                THREE HUNDRED SIXTY-SIX THOUSAND EIGHT HUNDRED
                                NINETY-ONE AND 50/100 DOLLARS ($366,891.50) per
                                annum, payable in advance on the first day of
                                each and every calendar month in equal monthly
                                installments of THIRTY THOUSAND FIVE HUNDRED
                                SEVENTY-FOUR AND 29/100 DOLLARS ($30,574.29);
                                and

                        (vi)    commencing on February 1, 2010 through and
                                including January 31, 2011, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                THREE HUNDRED SEVENTY-THREE THOUSAND ONE HUNDRED
                                TEN AND 00/100 DOLLARS ($373,110.00) per annum,
                                payable in advance on the first day of each and
                                every calendar month in equal monthly
                                installments of THIRTY-ONE THOUSAND NINETY-TWO
                                AND 50/100 DOLLARS ($31,092.50); and

                        (vii)   commencing on February 1, 2011 through and
                                including January 31, 2012, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                THREE HUNDRED SEVENTY-NINE THOUSAND THREE
                                HUNDRED TWENTY-EIGHT AND 50/100 DOLLARS
                                ($379,328.50) per annum, payable in advance on
                                the first day of each and every calendar month
                                in equal monthly installments of THIRTY-ONE
                                THOUSAND SIX HUNDRED TEN AND 71/100 DOLLARS
                                ($31,610.71); and

                        (viii)  commencing on February 1, 2012 through and
                                including January 31, 2013, the Fixed Basic Rent
                                applicable to the Expansion Premises shall be
                                THREE HUNDRED EIGHTY-FIVE THOUSAND FIVE HUNDRED
                                FORTY-SEVEN AND 00/100 DOLLARS ($385,547.00) per
                                annum, payable in advance on the first day of
                                each and every calendar month in equal monthly
                                installments of THIRTY-TWO THOUSAND ONE HUNDRED
                                TWENTY-EIGHT AND 92/100 DOLLARS ($32,128.92).

                        Notwithstanding the foregoing, Tenant shall be entitled
                        to a credit against Fixed Basic Rent in the amount of
                        $14,095.27 per month for the period commencing on the
                        Effective Date through and including the first twelve
                        (12) months.

                                        2
<Page>

                d.      Parking Spaces shall be increased by forty-seven (47)
                        unassigned spaces, and Paragraph 14 of the Preamble to
                        the Lease shall be deemed amended accordingly.

                e.      Lessee shall pay Lessor the cost of electricity consumed
                        within the Expansion Premises in accordance with Article
                        22 BUILDING STANDARD OFFICE ELECTRICAL SERVICE of the
                        Lease.

                f.      Lessee shall pay Lessor, as Additional Rent, Lessee's
                        Percentage applicable to the Expansion Premises of the
                        increased cost to Lessor for each of the categories set
                        forth in Article 23 ADDITIONAL RENT.

                g.      Lessee's Percentage applicable to the Expansion Premises
                        shall be 5.78%.

                h.      Base Period Costs with respect to the Expansion Premises
                        (as defined herein) only shall be as follows and
                        Paragraph 2 of the Preamble to the Lease shall be
                        supplemented accordingly:

                        (A)     Base Operating Costs: Those costs incurred for
                        the Building and Office Building Area during the
                        Calendar Year 2004.

                        (B)     Base Real Estate Taxes: Those Real Estate Taxes
                        incurred for the Building and Office Building Area
                        during Calendar Year 2004.

                        (C)     Base Utility and Energy Costs: Those costs
                        incurred for the Building and Office Building Area
                        during Calendar Year 2004.

        3.7     Article 54 of the Lease shall be applicable to the Expansion
                Premises.

        3.8     This Agreement shall not extend or otherwise amend the Term or
                Fixed Basic Rent applicable to the Premises as defined herein.

        3.9     No later than thirty (30) days after the determination of the
                Effective Date, the parties shall agree to memorialize the
                Effective Date in writing.

        3.10    Lessee represents and warrants to Lessor that no broker, other
                than Trammel Crow Company, brought about this transaction, and
                Lessee agrees to indemnify and hold Lessor harmless from any and
                all claims of any other broker claiming to have been engaged by
                Lessee in connection with negotiations of, or entering into of,
                this Agreement.

        3.11    Lessee hereby represents to Lessor that (i) except for any
                default which may exist as a result of the filing of certain
                liens against the Building, there exists no default under the
                Lease either by Lessor or Lessee; (ii) Lessee is entitled to no
                credit, free rent or other offset or abatement of the rents due
                under the Lease; and (iii) there exists no offset, defense or
                counterclaim to Lessee's obligation under the Lease.

        3.12    Except as expressly amended herein, the Lease, as amended, shall
                remain in full force and effect as if the same had been set
                forth in full herein, and Lessor and Lessee hereby ratify and
                confirm all of the terms and conditions thereof.

        3.13    This agreement shall be binding upon and inure to the benefit of
                the parties hereto and their respective legal representatives,
                successors and permitted assigns.

        3.14    Each party agrees that it will not raise or assert as a defense
                to any obligation under the Lease or this Agreement or make any
                claim that the Lease or this Agreement is invalid or
                unenforceable due to any failure of this document to comply with
                ministerial requirements including, but not limited to,
                requirements for corporate seals, attestations, witnesses,
                notarizations, or other similar requirements, and each party
                hereby waives the right to assert any such defense or make any
                claim of invalidity or unenforceability due to any of the
                foregoing.

        IN WITNESS WHEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written, and acknowledge one to the other
that they possess the requisite

                                        3
<Page>

authority to enter into this transaction and to sign this Agreement.

LESSOR:                                          LESSEE:

SYLVAN/CAMPUS REALTY L.L.C.                      THE MEDICINES COMPANY

By:   Mack-Cali Realty, L.P., member

By:   Mack-Cali Realty Corporation, its general
      partner

By:   s/ Michael K. Nevins                       By:   s/ Steven H. Koehler
      ----------------------------                     -------------------------
      Michael K. Nevins                                Name: Steve H. Koehler
      Vice President - Leasing                         Title: CFO

                                        4
<Page>

                                    EXHIBIT A

                              LOCATION OF PREMISES

                    [Schematic diagram of expansion premises]

                                        5
<Page>

                                    EXHIBIT B

RE:     Workletter Agreement for office space on the first (1st) floor at 8
        Campus Drive, Parsippany, New Jersey.

                                                           December 31, 2003

LESSEE:

THE MEDICINES COMPANY

You ("Lessee") and we ("Lessor") are executing simultaneously with this
Workletter Agreement a written lease amendment ("Amendment"), covering the space
referred to above, as more particularly described in the Amendment ("Expansion
Premises").

To induce Lessee to enter into the Amendment (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained, Lessor
and Lessee mutually agree as follows:

1.      Lessor shall have its architect prepare the following architectural and
        mechanical drawings and specifications based upon the sketch layout
        supplied to Lessor by Lessee, attached hereto and made a part hereof,
        upon full execution of this Amendment.

        a.      Architectural drawings and specifications for Lessee's partition
                layout, reflected ceiling, placement of electrical outlets and
                other installations for the work to be done by Lessor.

        b.      Mechanical plans and specifications where necessary for
                installation of air conditioning systems, ductwork and heating.

        All such plans and specifications are expressly subject to Lessor's
        written approval, which Lessor covenants it will not unreasonably
        withhold.

2.      Lessor agrees to cause the partition plan, electrical plan and the
        reflected ceiling plan to be delivered to Lessee on or before the
        fifteenth (15th) day after Lessee's approved sketch layout. Lessee
        agrees to approve said plans by initialing and returning same to Lessor
        within five (5) days of receipt of each plan. Upon approval of the plans
        initialed by Lessee, Lessor shall file said plans with the appropriate
        governmental agencies.

3.      Lessor agrees, at its expense and without charge to Lessee (unless
        otherwise provided), to do the work in the Expansion Premises as shown
        on the plans attached hereto and described on the "Description of
        Materials" schedule attached hereto; which shall hereinafter be referred
        to as "The Work". The Work shall include Lessor's general conditions and
        overhead amounts indicated on the Description of Materials. "Building
        Standard" shall mean the type and grade of material, equipment and/or
        device designated by Lessor as standard for the Building. All items are
        Building Standard unless otherwise noted. The provisions of Article 6 of
        the Lease shall apply to any alterations made to the Expansion Premises
        after the initial work to be performed therein.

4.      Lessor has estimated the cost of The Work based upon the plans,
        specifications and Description of Materials attached hereto. If the cost
        of The Work shall exceed $310,925.00, the amount in excess of
        $310,925.00 shall be deemed Additional Rent and paid by Lessee as
        follows: (i) fifty percent (50%) upon Lessee's execution and delivery of
        this Amendment and (ii) fifty percent (50%) upon Lessor's substantial
        completion of The Work and prior to Lessee's occupancy of the Expansion
        Premises. If the cost of The Work is less than $310,925.00, the amount
        by which the cost of The Work is less than $310.925.00 shall be credited
        in payment of the Fixed Basic Rent applicable to the Expansion Premises
        in the order in which such Fixed Basic Rent shall become due. All
        subcontracts which exceed $10,000.00 in cost will be competitively bid
        by at least three (3) subcontractors. Lessee's construction
        representative identified in Paragraph 19 of this Exhibit B shall be
        given notice of and the opportunity to participate in progress meetings
        with respect to The Work.

5.      All low partitioning, workstation modules and prefabricated partition
        systems shall be furnished and installed by Lessee.

<Page>

6.      The installation or wiring of telephone and computer (data) outlets is
        not part of The Work. Lessee shall bear the responsibility to provide
        its own telephone and data systems at Lessee's sole cost and expense.
        Upon expiration or sooner termination of the Lease, Lessee shall remove
        all telephone and data equipment and wiring from the Expansion Premises
        and the Building risers upon vacation of same.

7.      Changes in The Work, if necessary or requested by the Lessee, shall be
        accomplished after submission of Lessee's final approved sketch layout,
        and without invalidating any part of the Lease or Workletter Agreement,
        by written agreement between Lessor and Lessee hereinafter referred to
        as a Change Order. Each Change Order shall be prepared by Lessor and
        signed by both Lessee and Lessor stating their agreement upon all of the
        following:

        a.      The scope of the change in The Work; and

        b.      The cost of the change; and

        c.      Manner in which the cost will be paid or credited; and

        d.      The estimated extent of any adjustment to the Effective Date (if
                any) as a result of the change in The Work.

                Each and every Change Order shall be signed by Lessor's and
                Lessee's respective construction representatives. In no event
                shall any Change Order(s) be permitted without such
                authorizations. A 10% supervision plus 10% overhead charge will
                be added to the cost of any Change Order. If Lessee shall fail
                to approve any such Change Order within one (1) week, the same
                shall be deemed disapproved in all respects by Lessee and Lessor
                shall not be authorized to proceed thereon. Any increase in the
                cost of The Work or the change in The Work stated in a Change
                Order which results from Lessee's failure to timely approve and
                return said Change Order shall be paid by the Lessee. Lessee
                agrees to pay to Lessor the cost of any Change Order promptly
                upon receipt of an invoice for same. Similarly, any cost savings
                resulting from such Change Order(s) shall be credited to the
                Lessee.

8.      If any change is made after completion of schematic drawings and prior
        to completion of final construction documents which result in a Change
        Order and additional costs, such costs shall be the responsibility of
        the Lessee.

9.      Prior to Lessee's occupancy of the Expansion Premises, Lessee shall
        identify and list any portion of The Work which does not conform to this
        Workletter Agreement ("Punch List"). The Lessor shall review with the
        Lessee all of the items so listed and correct or complete any portion of
        The Work which fails to conform to the requirements of this Workletter
        Agreement.

10.     The terms contained in the Amendment (which include all exhibits
        attached thereto) constitute Lessor's agreement with Lessee with respect
        to the work to be performed by Lessor on Lessee's behalf. If the
        architectural drawings are in conflict with the terms of the Amendment,
        then the Lease shall be deemed the controlling document.

11.     All materials and installations constructed for the Lessee within the
        Expansion Premises shall become the property of the Lessor upon
        installation. No refund, credit or removal of said items is to be
        permitted at the termination of the Lease. Items installed that are not
        integrated in any such way with other common building materials do not
        fall under this provision (e.g. shelving, furniture, etc.).

12.     It is agreed that notwithstanding the date provided in the Lease for the
        Effective Date, the term applicable to the Expansion Premises shall not
        commence until Lessor has "substantially completed" all work to be
        performed by Lessor as hereinbefore set forth in Paragraph 3 above and
        as set forth in the Amendment; provided, however, that if Lessor shall
        be delayed in substantially completing said work as a result of:

        a.      Lessee's failure to approve the plans and specifications in
                accordance with Paragraph 2 hereof; or

<Page>

        b.      Lessee's failure to furnish interior finish specifications,
                i.e., paint colors, carpet selection, etc., to Lessor by the
                fifth (5th) working day after Lessor has approved the plans and
                specifications submitted by Lessee referred to in Paragraph 2
                hereof; or

        c.      Lessee's request for materials, finishes or installations other
                than Lessor's Building Standard; or

        d.      Lessee's changes in The Work; or

        e.      The performance of a person, firm, partnership or corporation
                employed by Lessee and the completion of the said work by said
                person, firm, partnership or corporation;

        then the Effective Date of the term of said Lease shall be accelerated
        by the number of days of such delay and Lessee's obligation to pay Fixed
        Basic Rent and Additional Rent shall commence as of such earlier date.
        As to matters described in clauses (a) - (e) above, Lessor shall advise
        Lessee of any delay that Lessor knows is reasonably likely to occur as a
        result of the matter described, within a reasonable time after Lessor
        becomes aware of such likelihood. If Lessee causes any delay in the
        Effective Date by reason of any act and/or omission of Lessor or its
        agents, then such delay by Lessee shall not result in an acceleration of
        the Effective Date as set forth above.

13.     Lessor shall permit Lessee and its agents to enter the Expansion
        Premises prior to the Commencement Date in order that Lessee may perform
        through its own non-union contractors (or union contractor if required
        by Lessor) such other work and decorations as Lessee may desire at the
        same time Lessor's contractors are working in the Expansion Premises.
        The foregoing license to enter prior to the Commencement Date, however,
        is conditioned upon:

        a.      Lessee's workmen and mechanics working in harmony and not
                interfering with the labor employed by Lessor, Lessor's
                mechanics or contractors or by any other Lessee or its mechanics
                or contractors; and

        b.      Lessee providing Lessor with evidence of Lessee's contractors
                and subcontractors carrying such worker's compensation, general
                liability, personal and property insurance as required by law
                and in amounts no less than the amounts set forth in Article 30
                of the Lease. If at any time such entry shall cause disharmony
                or interference therewith, this license may be withdrawn by
                Lessor upon forty-eight (48) hours written notice to Lessee.
                Such entry shall be deemed controlled by all of the terms,
                covenants, provisions and conditions of said Lease, except as to
                the covenant to pay Fixed Basic Rent and Additional Rent. Lessor
                shall not be liable in any way for any injury, loss or damage
                which may occur to any of Lessee's decorations or installations
                so made prior to the Effective Date, the same being solely at
                Lessee's risk.

14.     No part of the Expansion Premises shall be deemed unavailable for
        occupancy by the Lessee, nor shall any work which the Lessor is
        obligated to perform in such part of the Expansion Premises be deemed
        incomplete for the purpose of any adjustment of Fixed Basic Rent payable
        hereunder, solely due to the non-completion of details of construction,
        decoration or mechanical adjustments which are minor in character and
        the non-completion of which does not materially interfere with the
        Lessee's use of such part of the Expansion Premises.

15.     Lessee is responsible for all costs related to the repairs and
        maintenance of any additional or supplemental HVAC systems, appliances
        and equipment installed to meet Lessee's specific requirements. Lessee
        shall purchase a service contract for this equipment so that the
        equipment is covered by such service contract each year of the term of
        the Lease and shall forward a copy of such contract to Lessor.

16.     If construction is to occur in a space occupied by Lessee's employees,
        Lessee shall be liable for all costs associated with a delay if Lessee
        shall fail to comply with a submitted construction schedule to relocate
        personnel, furniture, or equipment. These costs shall include, but not
        be limited to the following:

        a.      cost of construction workers time wasted; and

<Page>

        b.      cost of any overtime work necessary to meet schedule deadlines;
                and

        c.      any other costs associated with delays in final completion.

17.     This workletter is based on the quantities and specifications listed
        herein. Any change to these specifications shall require the
        recalculation of the construction costs. Such recalculation shall not
        negate any other section of this Lease.

18.     All sums payable by Lessee to Lessor in connection with this Exhibit B
        and any other work to be performed by Lessor within the Expansion
        Premises and billable to Lessee shall be deemed Additional Rent.

19.     With respect to the construction work being conducted in or about the
        Expansion Premises, each party agrees to be bound by the approval and
        actions of their respective construction representatives. Unless changed
        by written notification, the parties hereby designate the following
        individuals as their respective construction representatives:

        FOR LESSOR:                           FOR LESSEE:

        JIM CORRIGAN                          Dave Mitchell
        c/o Mack-Cali Realty Corporation      The Medicines Company
        6 CAMPUS DRIVE                        8 Campus Drive, Parsippany, NJ
        PASIPPANY, NJ                         (973) 647-6069