<PAGE>   1
                                                                   EXHIBIT 10.29

                                    SUBLEASE



     Agreement made this 13th day of October, 1998, between ESA, Inc.,
(hereinafter "Sublessor") and Genomic Solutions, Inc., 4355 Varsity Drive, Suite
E, Ann Arbor, Michigan 48108 (hereinafter "Sublessee").

                                   WITNESSETH

     WHEREAS, on or about January 21, 1994, Teachers Realty Corporation leased
certain property (hereinafter the "Premises") in Chelmsford, Massachusetts to
Sublessor pursuant to a written lease, a copy of which is attached hereto as
Exhibit A, (the "Master Lease");

     WHEREAS, Teachers has transferred its interest in the Premises to W9/TIB
Real Estate Limited Partnership (the "Landlord");

     WHEREAS, Sublessee desires to sublease a part of the Premises from
Sublessor and Sublessor is willing to sublet a part of the Premises to
Sublessee;

     NOW THEREFORE, for valuable consideration each to the other paid, the
receipt and sufficiency of which are hereby acknowledged, Sublessor and
Sublessee hereby agree as follows:

     1.  Demised Premises and Term.

     A.  Sublessor hereby leases to Sublessee and Sublessee hereby sublets from
         Sublessor that portion of the Premises consisting of approximately
         5,360 square feet of space shown as cross-hatched on Exhibit B
         including Subtenant's prorated share of common areas as described more



<PAGE>   2


         particularly in the Master Lease (hereinafter the "Demised Premises")
         for a term of sixth months (hereinafter the "Term") commencing on
                    and ending          , unless sooner terminated as herein
         provided. Notwithstanding the provisions of Article 14.29 of the Master
         Lease, Sublessee shall have no right to extend the Term except as
         specifically provided in this Sublease.

     B.  At the end of the first six (6) months, and at the end of each six (6)
         months thereafter, the Term of this Sublease shall be automatically
         extended upon the same terms and conditions as herein contained unless
         one party gives written notice to the other that it is terminating this
         Sublease at the end of the then existing Term, such notice to be given
         not less than thirty (30) days prior to the end of the Term.

     C.  Sublessee shall have as appurtenant to the Demised Premises the right
         to use, in common with Sublessor and others entitled thereto, the
         driveways, roadways, hallways, elevators and stairways necessary for
         access to the Demised Premises.

     2.  Basic Rent. During the Term, Sublessee shall pay to Sublessor, as Basic
Rent for the Demised Premises rent of Thirty-five Thousand and 00/100 ($35, 000)
Dollars annually, in equal monthly installments of Two Thousand Nine Hundred
Sixteen and 67/100 ($2,916.67) Dollars, payable in advance on the first day of
each and every month. All payments shall be due without billing or demand and
without deduction, set-off or counterclaim, except insofar as Sublessor is
entitled to, and actually receives,

<PAGE>   3


a set off, deduction or counterclaim from or against the Landlord in which event
sublessee shall be entitled to its proportionate share of any such set off,
counterclaim or deduction, if such set off, counterclaim or deduction relates to
the Demised Premises. If the Term commences or ends other than on the first day
of a month, then the rent for such month shall be prorated for such fractional
period.

     3.  Additional Rent. In addition to the Basic Rent to be paid by Sublessee,
Sublessee shall pay to Sublessor, during the Term of this Sublease, as
additional rent (hereinafter "Additional Rent") an amount equal to seven percent
(7%) of all costs, charges and expenses (i) imposed on Sublessor in the Master
Lease including, but not limited to, charges for Taxes and Operating Expenses as
provided in Articles VIII and IX of the Master Lease, which Sublessor, as Tenant
under the Master Lease, is obligated to pay pursuant to the terms of the Master
Lease, other than Basic Rent as defined in Article III of the Master Lease and
(ii) incurred by Sublessor for utility, telephone and telecommunications,
cleaning and maintenance services provided to the Premises and for copier and
fax transmission charges provided in the Premises. Sublessor shall provide
Sublessee with all calculations of, and demands for, any such costs, charges,
expenses and Additional Rent provided to Sublessor by Landlord.

     4.  Additional Covenants of Sublessee and Sublessor.

     A.  Except as otherwise expressly provided herein, all of the terms,
         covenants and conditions of the Master Lease are incorporated herein by
         reference and made a part hereof with the same force and effect as if
         set forth in their entirety, including, specifically, all of the
         provisions of Article


<PAGE>   4


         6 of the Master Lease which are specifically applicable to Sublessee as
         provided in Article 6.1 (d) of the Master Lease, provided that the
         terms and conditions hereof shall be controlling whenever the terms and
         conditions of the Master Lease are contradictory to or inconsistent
         with the terms and conditions hereof, and provided further that those
         incorporated provisions of the Master Lease which are protective and
         for the benefit of Landlord shall in this Sublease be deemed to be
         protective and for the benefit of both Landlord and Sublessor, that
         references therein to "Landlord" and "Tenant" shall be deemed to refer
         to "Sublessor" and "Sublessee", respectively, that references therein
         to "this lease" shall be deemed to refer to "this Sublease" and that
         references therein to the "leased premises" or "Premises" shall be
         deemed to refer to the "Demised Premises." Sublessee covenants and
         agrees to be bound by the same terms and conditions as Sublessor as
         tenant under the Master Lease is now bound or may hereafter be bound
         under the Master Lease, and by all amendments and modifications
         thereof, and to observe, keep and perform all of the terms, covenants,
         agreements and conditions contained in the Master Lease to be performed
         on the part of Sublessor as a tenant thereunder, excepting the
         obligation to pay rent to Landlord and the obligations as provided for
         in Articles 1.2 except for the definition of "Permitted Uses," IV,
         14.29, 14.30 and 14.17, in such a manner as will not cause a breach of
         the Master Lease and neither to do nor cause to be


<PAGE>   5

         done, nor suffer, nor permit any act or thing to be done which would or
         might cause the master Lease or the rights of Sublessor as tenant
         thereunder to be cancelled, terminated, forfeited or surrendered, or
         which would or might make Sublessor liable for any damages, claims or
         penalties. The foregoing agreement of Sublessee to observe and be bound
         by the covenants and agreements of Tenant under the Master Lease shall
         accrue to the benefit of Sublessor as if Sublessor were Landlord under
         the Master Lease, and shall include, by way of illustration but not
         limitation, Sublessee's agreement to obtain Sublessor's permission for
         any and all activities which may, under the Master Lease, be taken only
         with the permission of Landlord.

     B.  To the maximum extent that this agreement may be made effective
         according to law, Sublessee agrees that it will protect and indemnify
         Sublessor and save Sublessor harmless from and against all liabilities,
         obligations, claims, damages, penalties, causes of action, costs and
         expenses (including, without limitation, reasonable attorneys' fees and
         expenses) imposed upon or incurred by or asserted against Sublessor by
         reason of (i) any accident, injury to or death of persons or damage to
         or loss of property, by theft or otherwise, occurring on or about the
         Demised Premises or any part thereof, unless arising out of the
         negligence of Sublessor or Sublessor's agents or employees, and (ii)
         any failure on the part of Sublessee to perform, fulfill or observe any
         of Sublessee's


<PAGE>   6


         representations, warranties or agreements set forth in this Sublease.
         In case any action, suit or proceeding is brought against Sublessor by
         reason of any such occurrence, Sublessee, upon Sublessor's request,
         shall at Sublessee's expense, cause such action, suit or proceeding to
         be resisted and defended by counsel designated by Sublessor.

     C.  This Sublease and all of the terms, covenants, representations,
         warranties, agreements and conditions hereof are in all respects
         subject and subordinate to the Master Lease.

     D.  Notwithstanding anything contained in this Sublease to the contrary,
         Sublessor shall not have any obligation to construct, maintain, alter
         or repair the Premises, the Demised Premises, or any parking area or
         other facility or improvement thereon or appurtenant thereto or to
         provide Sublessee with any service of any kind or description
         whatsoever, nor shall Sublessor be responsible for the performance of
         Landlord's obligations under the Master Lease including, without
         limitation, Landlord's obligations described in Articles IV, 7.1 and
         14.30 of the Master Lease, or be liable in damages or otherwise for any
         negligence of Landlord or for any damage or injury suffered by
         Sublessee as a result of any act or failure to act by Landlord or any
         default by Landlord in fulfilling its obligations under the Master
         Lease. If Landlord shall default in any of its obligations to
         Sublessor, Sublessor shall cooperate with Sublessee,

<PAGE>   7


         upon request by Sublessee and at Sublessee's sole cost and expense, in
         enforcing Sublessor's rights against Landlord under the Master Lease.

     E.  Sublessor shall not incur any liability whatsoever to Sublessee for any
         injury, inconvenience, incidental or consequential damages incurred or
         suffered by Sublessee as a result of the exercise by Landlord of any of
         the rights reserved to Landlord under the Master Lease, nor shall such
         exercise constitute a constructive eviction or a default by Sublessor
         hereunder.

     F.  The Demised Premises are being leased in an "as is" condition".

     G.  Subject to the terms of the Sublease, Sublessee shall use the Demised
         Premises only for the Permitted Uses.

     H.  Notwithstanding the provisions of the Article 14.27 of the Master
         Lease, Sublessee shall not have any right to place a sign on the
         exterior of, or which is visible from, the exterior of the Premises or
         the Demised Premises. Sublessee shall not place any interior sign in
         the Premises without the written consent of Sublessor, which consent
         shall not be unreasonably withheld or delayed.

     5.  Defaults by Sublessee.

     A.  In the event that Sublessee shall default in the payment of Basic Rent
         or Additional Rent hereunder, or default in the performance or
         observance of any of the terms, conditions and covenants of this
         Sublease, Sublessor, in addition to and not in limitation of any rights
         otherwise available to it, shall

<PAGE>   8


         have the same rights and remedies with respect to such default as are
         provided to Landlord under the Master Lease with respect to defaults by
         Tenant thereunder, with the same force and effect as though all such
         provisions relating to any such default or defaults were herein set
         forth in full, and Sublessee shall have all of the obligations of
         Tenant under the Master Lease with respect to such default.

     B.  Sublessor may cure such default for the account of Sublessee, and any
         amount paid or incurred by Sublessor in so doing shall be deemed paid
         or incurred for the account of Sublessee and Sublessee agrees to
         reimburse Sublessor therefor and save Sublessor harmless therefrom;
         provided, that Sublessor may cure any such default as aforesaid prior
         to the expiration of any waiting period if reasonably necessary to
         protect Sublessor's interests under the Master Lease or to prevent
         injury or damage to persons or property. If Sublessee shall fail to
         reimburse Sublessor upon demand for any amount paid for the account of
         Sublessee hereunder, said amount shall be added to and become due as a
         part of the next payment of Basic Rent due hereunder.

     C.  Notwithstanding anything to the contrary herein contained, for the
         purpose of determining the occurrence of events of default hereunder,
         the periods of ten (10) days and thirty (30) days set forth in Article
         XIII of the Master Lease shall be five (5) days and fifteen (15) days,
         respectively.

<PAGE>   9




         6. Termination of Sublease. This Sublease shall terminate upon any
termination of the Master Lease for any reason whatsoever which deprives Tenant
under the Master Lease of possession of the Premises, without any liability
therefor upon the part of Sublessor to Sublessee and with the same force and
effect as if the date of such termination had expressly been provided in this
Sublease as the date of termination hereof.

         7. Assignment. Sublessee shall not assign this Sublease, nor sublet or
permit the Demised Premises or any portion thereof to be used by others.

         8. Warranties and Representations. Sublessee hereby represents and
warrants that in entering into this Sublease, Sublessee has not relied upon or
been induced by any statements or representations of any person with respect to
the physical condition of the Demised Premises or with respect to any other
matter affecting the Demised Premises or this Sublease, but has relied solely
upon such investigations, examinations and inspections as Sublessee has chosen
to make or have made. Sublessee acknowledges that Sublessee has been afforded
the opportunity for full and complete investigation, examination and inspection.

         9. Separate and Independent Activities of Sublessee and Sublessor.
Sublessee and Sublessor and their respective employees and invitees shall in all
respects operate separately and independently of each other, and nothing
contained herein shall be deemed in any way to constitute Sublessee and
Sublessor as partners or joint or co-venturers.



<PAGE>   10


          10. Covenant of Quiet Enjoyment. Sublessee, upon paying the Basic
Rent, and all Additional Rent and other charges herein provided for, and
observing and keeping all covenants, agreements, and conditions of this Sublease
on its part to be kept, shall quietly have and enjoy the Demised Premises
during the term of this Sublease without hindrance by anyone claiming by,
through or under Sublessor as such, subject, however, to the terms of this
Sublease. Sublessor specifically disclaims any additional covenant of quiet
enjoyment, either express or implied.

          11. [Intentionally deleted.]

          12. [Intentionally deleted.]

          13. Miscellaneous.

          A.  Effect. This Sublease shall be binding upon the parties hereto,
              their executors, administrators, heirs, successors and assigns.

          B.  Applicable Law. This Sublease shall be deemed made and shall be
              governed by and construed in accordance with the laws of The
              Commonwealth of Massachusetts.

          C.  Modification. Neither this Sublease nor any provision thereof may
              be waived, modified, amended, discharged or terminated, except by
              an instrument in writing signed by both parties, and then only to
              the extent set forth in such instrument.

          D.  Landlord's Approval. The obligations of the parties hereunder are
              subject to the written approval of Landlord under the Master
              Lease. If, for any reason whatsoever, Landlord under the Master
              Lease refuses to consent

<PAGE>   11








     to this Sublease within thirty (30) days after the date of execution
     hereof, this Sublease shall be void and of no force and effect and neither
     party shall have recourse against the other hereunder.

E.   Severability. If any term or provision of this Sublease or the application
     thereof to any person or circumstance shall to any extent be held invalid
     or unenforceable, the remainder of this Sublease or the application of such
     term or provision to other persons or circumstances shall not be affected
     thereby, and each term and provision of this Sublease shall be valid and
     enforceable to the fullest extent permitted by law.

F.   Sublessor's Consent. Sublessor's refusal to consent to or to approve any
     matter or thing, whenever, Sublessor's consent or approval is required
     under this Sublease or the Master Lease, shall be deemed reasonable if
     Landlord under the Master Lease has refused to give such consent or
     approval.

G.   No Broker. Sublessee hereby represents and warrants that it has not dealt
     with any broker in connection with the transactions contemplated in this
     Sublease.

H.   Sublessor's Obligations. Sublessor covenants and agrees, for itself and its
     successors and assigns, and for the benefit of Sublessee and its successors
     and assigns, that it shall perform and observe all the terms, covenants and
     conditions of the Master Lease, and that it shall do

<PAGE>   12



     nothing, or not allow any situation to occur, which will have the effect of
     creating a breach or default under the Master Lease.

1.   Third Party Beneficiaries. The obligations undertaken by Sublessor and
     Sublessee in this Sublease are for the benefit of Sublessor and Sublessee
     only, and neither any creditor of Sublessor or Sublessee, the Landlord, nor
     any other party (other than a successor in interest to Sublessee or
     Sublessor), shall have the right to rely on or enforce the provisions of
     this Sublease as a third-party beneficiary or otherwise.

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

                               SUBLESSOR:
                               ESA, Inc.

                               By: /s/ Walter DiGiusto
                                  ---------------------


                               SUBLESSEE
                               Genomic Solutions, Inc.

                               By: [sig]
                                  ---------------------
<PAGE>   13




                                    EXHIBIT A

                                      LEASE

LANDLORD:  Teachers Realty Corporation



TENANT:    ESA, Inc., a Massachusetts Corporation



PREMISES:  22 Alpha Road
           Chelmsford, Massachusetts



DATED:     As of January ___, 1994

<PAGE>   14




<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
ARTICLE CAPTION                                                                  PAGE

<S>                                                                             <C>
I.   BASIC LEASE PROVISIONS                                                       1

     1.1  Introduction                                                            1
     1.2  Basic Data                                                              1
     1.3  Additional Definitions                                                  2

II.  PREMISES AND APPURTENANT RIGHTS                                              4

     2.1  Lease of Premises                                                       4
     2.2  Appurtenant Rights and Reservations                                     4

III. BASIC RENT                                                                   4

     3.1  Payment                                                                 4

IV.  COMMENCEMENT AND CONDITION                                                   5

     4.1  Commencement Date                                                       5
     4.2  Preparation of the Premises                                             6
     4.3  Conclusiveness of Landlord's Performance                                8
     4.4  Tenant's Delays                                                         9

V.   USE OF PREMISES                                                             10

     5.1  Permitted Use                                                          10
     5.2  Installation and Alterations by Tenant                                 11

VI.  ASSIGNMENT AND SUBLETTING                                                   13

     6.1  Prohibition                                                            13

VII. RESPONSIBILITY FOR REPAIRS AND CONDITIONS OF PREMISES; SERVICES TO BE       15
     FURNISHED BY LANDLORD

     7.1  Landlord Repairs                                                       15
     7.2  Tenant's Agreement                                                     16
     7.3  Floor Load - Heavy Machinery                                           17
     7.4  Building Services                                                      17
     7.5  Electricity                                                            18
</TABLE>

<PAGE>   15




                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

ARTICLE CAPTION                                                                  PAGE

<S>                                                                             <C>
VIII. REAL ESTATE TAXES                                                            19

     8.1  Payment on Account of Real
          Estate Taxes                                                             19
     8.2  Abatement                                                                19
     8.3  Alternate Taxes                                                          20


IX   OPERATING EXPENSES                                                            21

     9.1  Definitions                                                              21
     9.2  Tenant Payments                                                          21
     9.3                                                                           22

X    INDEMNITY AND PUBLIC LIABIITY INSURANCE                                       22

     10.1 Tenant's Indemnity                                                       22
     10.2 Public Liability Insurance                                               23
     10.3 Tenant's Risk                                                            23
     10.4 Injury Caused by Third Parties                                           23
     10.5 Landlord's Insurance                                                     24

XI   LANDLORD'S ACCESS TO PREMISES                                                 24

     11.1 Landlord's Rights                                                        24

XII. FIRE, EMINENT DOMAIN, ETC.                                                    24

     12.1 Abatement of Rent                                                        24
     12.2 Landlord's Right of Termination                                          25
     12.3 Restoration                                                              25
     12.4 Award                                                                    25

XIII. DEFAULT                                                                      26

     13.1 Tenant's Default                                                         26
     13.2 Landlord's Default                                                       28

XIV. MISCELLANEOUS PROVISIONS                                                      28

     14.1 Extra Hazardous Use                                                      28
     14.2 Waiver                                                                   29
     14.3 Covenant of Quiet Enjoyment                                              29

</TABLE>
<PAGE>   16

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

ARTICLE CAPTION                                                           PAGE



<S>            <C>                                                      <C>
     14.4      Landlord's Liability                                        29
     14.5      Notice to Mortgagee or Ground Lessor                        30
     14.6      Assignment of Rents and Transfer
               of Title                                                    30
     14.7      Rules and Regulations                                       31
     14.8      Additional Charges                                          31
     14.9      Invalidity of Particular Provisions                         31
     14.10     Provisions Binding, Etc.                                    32
     14.11     Recording                                                   32
     14.12     Notices                                                     32
     14.13     When Lease Becomes Binding                                  32
     14.14     Paragraph Headings                                          33
     14.15     Rights of Mortgagee or
               Ground Lessor                                               33
     14.16     Status Report                                               33
     14.17     Security Deposit                                            33
     14.18     Remedying Defaults                                          35
     14.19     Holding Over                                                35
     14.20     Waiver of Subrogation                                       36
     14.21     Surrender of Premises                                       36
     14.22     Intentionally Omitted                                       36
     14.23     Brokerage                                                   37
     14.24     Special Taxation Provisions                                 37
     14.25     Hazardous Materials                                         37
     14.26     Governing Law                                               39
     14.27     Intentionally Omitted                                       39
     14.28     Net Lease                                                   40
     14.29     Option to Extend                                            40
     14.30     4500 Permit                                                 43
     14.31     Access Termination Right                                    44

</TABLE>

<PAGE>   17




                                      LEASE

                                    Preamble


     THIS INSTRUMENT IS A LEASE, dated as of January     , 1994 in which the
     Landlord and the Tenant are the parties hereinafter named, and which
     relates to the building (the "Building") known and numbered as 22 Alpha
     Road, Chelmsford, Massachusetts. The parties to this instrument hereby
     agree with each other as follows:

                                    ARTICLE I

                             BASIC LEASE PROVISIONS


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

1.2  BASIC DATA.

     LANDLORD: Teachers Realty Corporation

     LANDLORD'S ORIGINAL ADDRESS:
      c/o Finard & Company, Inc.
      Three Burlington Woods Drive
      Burlington, MA 01803

     TENANT: ESA, Inc., a Massachusetts corporation

     TENANT'S ORIGINAL ADDRESS: 45 Wiggins Avenue, Bedford, MA 01730

     GUARANTOR: N/A

     BASIC RENT:
<TABLE>
<CAPTION>

               LEASE YEAR                  BASIC RENT (PER ANNUM)                      MONTHLY PAYMENT
               ----------                  -----------------------                      ---------------
<S>           <C>                          <C>                                      <C>
                    1                            $305,067.84                              $25,422.32
                    2                            $305,067.84                              $25,422.32
                    3                            $333,956.84                              $27,829.74
                    4                            $333,956.84                              $27,829.74
                    5                            $377,290.34                              $31,440.87
                    6                            $377,290.34                              $31,440.87
                    7                            $391,734.84                              $32,644.57
                    8                            $391,734.84                              $32,644.57
                    9                            $409,068.24                              $34,089.02
                    10                           $409,068.24                              $34,089.02
</TABLE>

             PREMISES RENTABLE AREA: Approximately 57,778 square feet.

<PAGE>   18




     PERMITTED USES: To the extent permitted by applicable law and local zoning
     ordinances and by-laws, office, light manufacturing, analytical testing
     laboratory and light research and development, but specifically excluding
     any use which would cause any portion of the Premises to be deemed a "place
     of public accommodation" as defined in the Americans with Disabilities Act
     of 1990, as amended.

     ESCALATION FACTOR: 100%.

     INITIAL TERM: Ten (10) Lease Years commencing on the Commencement Date.

     SECURITY DEPOSIT: $700,000.00 in the form of a Letter of Credit subject to
     reduction pursuant to Section 14.17 hereof

1.3  ADDITIONAL DEFINITIONS.

     MANAGER: Finard & Company, Inc.

     BUILDING RENTABLE AREA: 57,778 rentable square feet.

     BUSINESS DAYS: All days except New Year's Day, Washington's Birthday,
     Patriot's Day, Memorial Day, Independence Day, Labor Day, Columbus Day,
     Thanksgiving Day, Christmas Day (and the following day when any such day
     occurs on Sunday).

     COMMENCEMENT DATE: As defined in Section 4.1.

     DEFAULT OF TENANT: As defined in Section 13.1.

     ESCALATION CHARGES: The amounts prescribed in Sections 8.1 and 9.2.

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

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

     INITIAL PUBLIC LIABILITY INSURANCE: $1,000,000 per person; $3,000,000 per
     occurrence (combined single limit) for property damage, bodily injury or
     death.

     LEASE YEAR OR LEASE YEAR: Each consecutive 12 calendar month
     period immediately following the Commencement Date, but if the
     Commencement Date shall fall on other than the first day of a calendar
     month, then such term



                                      -2-
<PAGE>   19




     shall mean each consecutive twelve calendar month period commencing with
     the first day of the first full calendar month of the Initial Term. The
     first lease year shall include any partial month between the Commencement
     Date and the first day of the first full calendar month immediately
     following the Commencement Date.

     OPERATING EXPENSES: As set forth in Section 9.1.

     OPERATING YEAR: As defined in Section 9.1.

     PREMISES: The Building as shown on Exhibit A annexed hereto.

     PROPERTY: The Building and the land parcel on which it is located
     (including adjacent sidewalks).

     TAX YEAR: As defined in Section 8.1.

     TAXES: As determined in accordance with Section 8.1.

     TENANTS REMOVABLE PROPERTY: As defined in Section 5.2.

     CONSTRUCTION DOCUMENT DELIVERY DATE: March 7, 1994.

     CONSTRUCTION DOCUMENTS: Shall mean detailed architectural plans and
     specifications indicating all work, alterations and improvements to be
     performed in the Building by Landlord. Such construction documents will
     include and not be limited to architectural plans and details and
     design/build plans and outline specifications indicating mechanical
     plumbing and electrical requirements.

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

     UTILITY EXPENSES: As defined in Section 9.1.

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

     Exhibit A - Plan showing Premises
     Exhibit B - Intentionally Omitted
     Exhibit C - Rules and Regulations
     Exhibit D - Intentionally Omitted
     Exhibit E - Operating Expense
     Exhibit F - Tenant's Janitorial Specifications
     Exhibit G - Tenant's Approved Signage


                                       -3-

<PAGE>   20




                                   ARTICLE II

                        PREMISES AND APPURTENANT RIGHTS.


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


     2.2  APPURTENANT RIGHTS AND RESERVATIONS. (a) Tenant shall have, as
          appurtenant to the Premises, the exclusive right (subject to the
          rights of Landlord under this Lease and any mortgagee of the Property)
          to use the Property, and permit its invitees to use the public or
          common lobbies, hallways, the parking area located on the Property and
          the common walkways necessary for access to the Building, and if the
          portion of the Premises on any floor includes less than the entire
          floor, the common toilets, corridors and elevator lobby of such floor.
          Tenant shall also have the right in common with others from time to
          time entitled thereto to use Alpha Road and that certain "40' Access
          Easement" and "Var. Width Access Easement" shown (the "Access
          Easements") on that certain Subdivision Plan of Land recorded in the
          Middlesex (North) Registry of Deeds in Plan Book 134, Plan 31 for
          vehicular and pedestrian access to and egress from the Property.
          Tenant shall have no other appurtenant rights and all such rights
          shall always be subject to reasonable rules and regulations from time
          to time established by Landlord pursuant to Section 14.7 (and of which
          Tenant has notice) and to the right of Landlord to designate and
          change from time to time areas and facilities so to be used.


          (b)  During such times, if any, as Tenant is not the only occupant of
          the Building, Tenant agrees that Landlord shall have the right to
          place in the Premises (but in such manner as to reduce to a minimum
          interference with Tenant's use of the Premises) interior storm
          windows, subcontrol devices (by way of illustration, an electric sub
          panel, etc.), utility lines, pipes, equipment and the like, in, over
          and upon the Premises. Tenant shall install and maintain, as Landlord
          may require, proper access panels in any hung ceilings or walls as may
          be installed by Tenant in the Premises to afford access to any
          facilities above the ceiling or within or behind the walls.


                                  ARTICLE III

                                   BASIC RENT


     3.1  PAYMENT. (a) Tenant agrees to pay to Landlord, or as directed by
          Landlord, commencing on the Commencement Date without offset,
          abatement, deduction or demand, the Basic Rent. Such Basic Rent shall
          be payable in equal monthly installments, in advance, on the first day
          of each

                                      -4-
<PAGE>   21





     and every calendar month during the Term of this Lease, at Landlord's
     Original Address, or at such other place as Landlord shall from time to
     time designate by notice to Tenant, in lawful money of the United States.
     In the event that during any 12 calendar month period, Tenant shall fail to
     pay any installment of Basic Rent within ten (10) days after the due date
     thereof on two occasions then, Tenant shall thereafter pay, in addition to
     any Escalation Charges or other additional charges due under this Lease, an
     administrative fee equal to 5% of the overdue payment on each such
     subsequent occasion.

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

                                   ARTICLE IV

                           COMMENCEMENT AND CONDITION


4.1  COMMENCEMENT DATE. Subject to the limitations hereafter set forth, the
     Commencement Date shall be the last to occur of (i) that date which is 31
     days after August 1, 1994 (such date as it may be extended pursuant to the
     terms of this Lease being the "Construction Completion Date"), or (ii) the
     day which is 30 days after the date on which the Premises are "ready for
     occupancy" as provided in Section 4.2. The Tenant shall, upon demand of the
     Landlord, execute a certificate confirming the Commencement Date as it is
     determined in accordance with the provisions of this Section 4.1.

     Landlord shall allow Tenant to enter the Premises on the Substantial
     Completion Date (as determined by Landlord) for purposes of Tenant setting
     up its work stations and equipment and performing trial runs of its testing
     and manufacturing equipment. Notwithstanding that the Commencement Date
     shall not occur until a subsequent date, Tenant shall, from and after the
     date of such entry, be bound by the terms, covenants, provisions and
     agreements contained in the Lease (except the obligation to pay Basic Rent
     and Taxes) during such period prior to the Commencement Date (said period
     being the "Early Occupancy Period") including, without limitation the
     provisions of Article X and Article V. Tenant shall also be responsible for
     all costs for utilities used and consumed in the Premises during the Early
     Occupancy Period. Nothing contained herein shall be deemed or construed to
     mean that Tenant may occupy the Premises for the Permitted Use during the
     Early Occupancy Period. Any occupancy of all or any part of the Premises by
     Tenant for the Permitted Uses (other than the limited purpose of setting up
     work stations and equipment and performing trial runs on testing

                                 -5-


<PAGE>   22




     and manufacturing equipment) shall result in the Commencement Date
     occurring regardless of the condition or state of completion of Landlord's
     Work and Tenant shall permit Landlord to continue to perform Landlord's
     Work in the Premises. Tenant shall not interfere in any regard with
     Landlord's completion of Landlord's Work and hereby agrees to be bound by
     the direction of Landlord's contractor or the Construction Manager (as
     hereafter defined) in the event of any conflicts between the Landlord's
     Work and the work being performed by Tenant.

4.2  PREPARATION OF THE PREMISES (a) Tenant agrees to deliver the Construction
     Documents to Landlord not later than the Construction Document Delivery
     Date. Tenant hereby agrees to engage Facility Planning and Management, Inc.
     (the "Architect") for architectural work and an engineering consultant
     mutually acceptable to Landlord and Tenant for engineering work in
     connection with developing Construction Documents and Tenant's Plans.
     Landlord shall have the right to review and approve the contract and scope
     of work for the contract with the Architect.

     Landlord shall have the right to review and approve (if acceptable) or
     reject (if not acceptable) the Construction Documents with respect to the
     impact of the proposed improvements described therein on the Building's
     structure and mechanical, electrical and plumbing systems. Landlord's
     review and approval of Construction Documents shall not be unreasonably
     withheld or delayed provided however, Landlord may reject any aspect of the
     Construction Documents or Tenant's Plans if Landlord determines that such
     plans call for work or improvements which will have a material adverse
     affect on the Base Building Systems. Landlord shall approve or reject (with
     detailed comments) any aspect of the Construction Documents within 5 days
     after receipt of same from Tenant. If Landlord shall approve all aspects of
     such Construction Documents then, the Landlord shall cause its Construction
     Manager to commence the Bidding Process (as hereafter defined). If Landlord
     shall reject any aspect of the Construction Documents then, Tenant shall
     cause its Architect to make such revisions to the Construction Documents as
     were described in Landlord's notice of rejection. Tenant shall resubmit
     such revised Construction Documents to Landlord within 5 days after
     Tenant's receipt of Landlord's comments. Thereafter, Landlord shall  have a
     period of 5 days to review such re-submitted Construction Documents.

     Landlord and Tenant hereby agree that they shall complete and agree upon
     the content of the Construction Documents on or before the date which is 15
     days after the Construction Document Delivery Date. Once approved by
     Landlord and Tenant, the final Construction Documents as approved by
     Landlord and Tenant shall be deemed to be "Tenant's Plans" for all purposes
     under this Lease.

     Upon finalization and approval of Tenant's Plans by Landlord and Tenant,
     Landlord shall cause its Construction Manager to solicit bids (the "Bidding
     Process") for the work required by Tenant's Plans calling for an AIA

                                      -6-


<PAGE>   23




     Guaranteed Maximum Price Contract. Landlord shall have the right to select
     the contractors and workmen performing Landlord's Work but shall use good
     faith efforts to select the lowest bid submitted by a qualified responsible
     contractor.

     Upon completion of the Bidding Process, the Construction Manager shall
     promptly provide Tenant with a statement of all Construction Costs (as
     hereafter defined) necessary to complete the Premises in accordance with
     Tenant's Plans (a "Construction Cost Statement"). The Construction Cost
     Statement shall be submitted to Tenant within 30 days after finalization of
     the Tenant's Plans. Tenant shall notify Landlord in writing within seven
     (7) days of Tenant's receipt of such Construction Cost Statement, of either
     its approval thereof and its authorization to Landlord to proceed with
     construction in accordance with Tenant's Plans or any changes in Tenant's
     Plans. In the event Tenant elects the latter alternative (namely, to change
     Tenant's Plans), Landlord shall within seven (7) days of receipt of said
     changes in Tenant's Plans quote to Tenant all changes in Construction Costs
     resulting from the changes in Tenant's Plans in the form of a revised
     Construction Cost Statement. Tenant shall, on or before the seventh (7th)
     day following the receipt by Tenant of the revised Construction Cost
     Statement, give written authorization to Landlord to proceed with the
     construction in accordance with Tenant's Plans and the Construction Cost
     Statement as modified. Tenant shall reimburse Landlord, for OBS Costs (as
     said term is hereafter defined) in the manner hereafter set forth. Landlord
     and Tenant hereby agree that the changes to Tenant's Plans by Tenant as
     contemplated by this paragraph (provided that they are made within the
     required time periods) shall not be construed as "Tenant's Delays" pursuant
     to Section 4.4(a)(iii) hereof.

     Landlord shall bear the Construction Costs (as hereafter defined) necessary
     to perform Landlord's Work (as said term is hereinafter defined) in an
     amount which shall not exceed One Million One Hundred Fifty Five Thousand
     Five Hundred Sixty and No/100ths ($1,155,560.00) Dollars (the "Allowance").
     All Construction Costs associated with performing Landlord's Work in excess
     of the Allowance ("OBS Costs") shall be borne by Tenant and paid as and
     when Tenant is billed therefor by Landlord. As used herein, the term
     "Construction Costs" shall mean (i) the total cost for all work, materials,
     supplies, labor, overhead, permits, approvals, general conditions and
     alterations of existing Building systems (if required) necessary to
     complete Landlord's Work (ii) the cost of architectural and engineering
     fees incurred in connection with developing Contract Documents and Tenant's
     Plans and (iii) a construction management and oversight fee equal to 3% of
     the total amount of the Construction Costs described in clauses (i) and
     (ii) hereof (including the amount of any OBS Costs) payable to Finard &
     Company, Inc. (the "Construction Manager") for the construction of the
     Premises in accordance with Tenant's Plans. It is agreed and understood
     that the maximum amount which Landlord will be required to advance under
     this Lease in connection with Landlord's Work is the amount of the
     Allowance and Landlord shall retain any unused portion of the Allowance.
     Any failure by Tenant to pay


                                      -7-


<PAGE>   24




     when due any amount required in this paragraph shall entitle the Landlord
     to the same rights and remedies as a failure by Tenant to pay Basic Rent
     when due.

     Landlord shall exercise all reasonable efforts to complete the work
     ("Landlord's Work") necessary to prepare the Premises for Tenant's
     occupancy substantially in the manner shown on the Tenant's Plans, but
     Tenant shall have no claim against Landlord for failure to timely complete
     such Landlord's Work. Landlord shall perform Landlord's Work in accordance
     with all applicable Laws, including without limitation the ADA (as
     hereafter defined). Notwithstanding the foregoing to the contrary, it is
     agreed that Landlord shall not be required to bring the Building elevator
     system into compliance with the ADA. Unless the Premises shall become a
     place of public accommodation" (as defined in the ADA), Tenant shall not be
     required to bring the elevator system into compliance with the requirements
     of the ADA.

     (b) The Premises shall be deemed "ready for occupancy" on the first
     Business Day (the "Substantial Completion Date") as of which (i) Landlord's
     Work has been completed except for items of work (and, if applicable,
     adjustment of equipment and fixtures) which can be completed after
     occupancy has been taken without causing undue interference with Tenant's
     use of the Premises (i.e., so called "punch list" items) and (ii) Landlord
     shall have obtained a Certificate of Occupancy (temporary or otherwise) for
     the Premises. Landlord and Tenant shall agree upon a punch-list on or
     before the date the Premises are "ready for occupancy". Landlord shall
     complete all punch-list items within 30 days after completion of such
     written punch-list and Tenant shall afford Landlord access to the Premises
     for such purposes. Tenant shall have a period of seven days following the
     expiration of such 30 day period within which to give Landlord written
     notice of any matter set forth on the punch-list that has not been
     performed.

4.3  CONCLUSIVENESS OF LANDLORD'S PERFORMANCE. Except for Landlord's Work, the
     Premises are being leased in their condition, "as is" without warranty or
     representation by Landlord. Tenant acknowledges that it has inspected the
     Premises and common areas of the Building and, except for Landlord's Work,
     has found the same to be satisfactory. In the event that during the first
     120 days after the Commencement Date, Tenant shall provide Landlord with
     written notice of a latent defect in the performance of Landlord's Work
     which defect could not have been discovered at the time of creation of the
     punch-list as set forth above, then Landlord shall remedy such claimed
     defect within 60 days after such notice.

     For purposes of this Article IV, the term "Landlord's Work" shall mean and
     include such work and repairs (the "Landlord's Mechanical Work") as are
     necessary in order to bring the Building HVAC System (exclusive of systems
     installed by Tenant) and its elevator system into good operating condition.
     The costs associated with performing Landlord's Mechanical Work shall not




                                      -8-


<PAGE>   25




     be charged against the Allowance. Landlord shall not be required to bring
     the Building Elevator System or any component thereof into compliance with
     the ADA.

4.4  TENANT'S DELAYS. (a) If a delay shall occur in the Substantial Completion
     Date as the result of:

     (i) any request by Tenant that Landlord delay in the commencement or
     completion of Landlord's Work for any reason; or

     (ii) failure of Tenant to complete and deliver Construction Documents on or
     before the Construction Document Delivery Date or any failure of Tenant to
     authorize Landlord to proceed with Landlord's Work as and when provided in
     this Lease; or

     (iii) any change by Tenant in Tenant's Plans (except as permitted by the
     5th paragraph of Section 4.2(a) hereof with respect to changes pertaining
     to the Construction Cost Statement) once approved by Landlord or any
     failure by Tenant to respond to any request for approval of Construction
     Cost Statement or modifications thereto within the time and manner provided
     in this Lease; or

     (iv) any other act or omission of Tenant or its officers, partners, agents,
     servants or contractors; or

     (v) any reasonably necessary displacement of any of Landlord's Work from
     its place in Landlord's construction schedule resulting from any of the
     causes for delay referred to in clauses (i), (ii), (iii) or (iv) of this
     paragraph and the fitting of such Work back into the schedule;

     then, in any such event, Tenant shall, from time to time and within ten
     (10) days after written demand therefor, pay to Landlord for each day the
     Substantial Completion Date is delayed by reason of the delays referred to
     in clauses (i), (ii), (iii), (iv) and (v) above, an amount equal to one day
     of Basic Rent (pro-rated on a daily basis) for each such day of delay.

     (b) If a delay in the Substantial Completion Date, or if any substantial
     portion of such delay, is the result of Force Majeure, and such delay would
     not have occurred but for a delay described in paragraph (a), such delay
     shall be deemed added to the delay described in that paragraph.

     (c) The delays referred to in paragraphs (a) and (b) are herein referred to
     collectively and individually as "Tenant's Delay".

     (d) If, as a result of Tenant's Delay, the Substantial Completion Date is
     delayed in the aggregate for more than one hundred twenty (120) days,
     Landlord may (but shall not be required to) at any time thereafter
     terminate this Lease by giving written notice of such termination to Tenant
     and

                                      -9-

<PAGE>   26




     thereupon this Lease shall terminate without further liability or
     obligation on the part of either party, except that Tenant shall pay to
     Landlord the cost theretofore incurred by Landlord in performing Landlord's
     Work, plus an amount equal to Landlord's out-of-pocket expenses incurred in
     connection with this Lease, including, without limitation, brokerage and
     legal fees, together with any amount required to be paid pursuant to
     paragraph (a) through the effective termination date.

     (e) The Construction Completion Date shall automatically be extended for
     the period of any delays caused by Tenant's Delay or Force Majeure.

                                    ARTICLE V

                               USE OF PREMISES

5.1  PERMITTED USE. (a) Tenant agrees that the Premises shall be used and
     occupied by Tenant only for Permitted Uses.

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

           (i)  Intentionally Omitted;

          (ii) Except as provided in Section 14.27 hereof, Tenant will not place
     on the exterior of the Premises (including both interior and exterior
     surfaces of doors and interior surfaces of windows) or on any part of the
     Building outside the Premises, any signs, symbol, advertisements or the
     like visible to public view outside of the Premises. Landlord will not
     unreasonably withhold consent for signs or lettering on the entry doors to
     the Premises provided such signs conform to building standards adopted by
     Landlord and Tenant has submitted a sketch of the sign to be placed on such
     entry doors.

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

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

          (v) Tenant shall continuously (except for regularly scheduled annual
     shut-downs) occupy the Premises for the Permitted Uses and for no other
     purposes.


                                      -10-

<PAGE>   27




5.2  INSTALLATION AND ALTERATIONS BY TENANT. (a) Tenant shall make no
     alterations, additions or improvements in or to the Premises without
     Landlord's prior written consent, which consent shall not be unreasonably
     withheld or delayed. Any such alterations, additions or improvements shall
     (i) be in accordance with complete plans and specifications prepared by
     Tenant and approved in advance by Landlord; (ii) be performed in a good and
     workmanlike manner and in compliance with all applicable laws; (iii) be
     performed and completed in the manner required in Section 5.2(d) hereof;
     (iv) be made at Tenant's sole expense and at such times as Landlord may
     from time to time designate; and (v) become a part of the Premises and the
     property of Landlord except as provided in Section 14.21 hereof. It is
     agreed and understood that Landlord shall have the right to review and
     approve all changes to any plans which Landlord shall have approved
     pursuant to this Section 5.2(a). It is also agreed and understood that
     Landlord shall not be deemed to be unreasonable in denying its consent to
     alterations, additions and improvements to the Premises which affect "Base
     Building Systems" (as said term is hereafter defined). Landlord may
     condition the granting of its consent to alterations and improvements by
     Tenant upon the requirement that Tenant remove any such alteration or
     improvement (repairing any damage) upon expiration or earlier termination
     of the Term of this Lease. Notwithstanding the provisions of the first
     sentence of this Section 5.2(a) and Section 5.2(a)(i) to the contrary, but
     subject to all other terms and provisions of this Lease including, without
     limitation, all other provisions of Section 5.2(a), (b), (c), (d), (e) and
     (f), Landlord's consent shall not be required with respect to minor
     alterations or improvements which (a) do not affect "Base Building
     Systems" and (b) have an aggregate cost of completion of less than
     $10,000.00 per occurrence.

     As used herein, the term "Base Building Systems" shall mean (i) any
     mechanical, electrical or plumbing system or component of the Building
     (including the Premises) (ii) the exterior of the Building (iii) the
     Building HVAC distribution system (iii) any fire safety prevention/
     suppression system and (iv) the roof or any structural element or component
     of the Building.

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

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

                                      -11-


<PAGE>   28




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

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

     (e) In connection with the performance of any alterations, improvements,
     changes or additions to the Premises as contemplated by Section 5.2 of
     this Lease, in the event that any such improvement, alteration, change or
     addition to the Premises to be performed by Tenant ("Work") affects
     so-called "Base

                                      -12-


<PAGE>   29




     Building Systems" and to the extent that such Work is not performed by
     Landlord or a general contractor employed directly by Landlord, Tenant
     hereby agrees to use the services of a construction management firm
     designated by Landlord to oversee, coordinate and review all aspects of any
     such Work. The cost and expense of the services of such construction
     manager shall be borne by Tenant but only to the extent that such costs and
     expenses are comparable to and competitive with the costs and -expenses
     charged by other firms engaged in construction management and oversight
     services in the general geographic location of the Building for services of
     a similar scope and type.

     (f) Tenant hereby assigns to Landlord all benefits, rights and agreements
     granted to Tenant (whether now existing or hereafter arising) in connection
     with any warranty or guaranty arising out of any work, alterations,
     improvements, appliances or equipment installed in or within the Premises
     by Tenant (but only to the extent that such Property shall become the
     Property of Landlord). Landlord shall have the right to enforce such
     rights, benefits and agreements (i) in the event that Tenant is obligated
     to do so and shall refuse after written request from Landlord or (ii) upon
     the occurrence of a Default of Tenant.

                                   ARTICLE VI

                            ASSIGNMENT AND SUBLETTING

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

     (b) The provisions of paragraph (a) of this Section shall apply to a
     transfer (by one or more transfers) of a majority of the stock (except to
     the extent that stock of Tenant is publicly traded) or partnership
     interests, or other evidences of ownership of Tenant as if such
     transfer were an assignment of this Lease; but such provisions shall not
     apply to transactions with an entity into or with which Tenant is merged or
     consolidated or to which substantially all of Tenant's assets are
     transferred or to any entity which controls or is controlled by Tenant or
     is under common control with Tenant, provided that in any of such events
     (i) the successor to Tenant has a net worth computed in accordance with
     generally accepted accounting

                                      -13-


<PAGE>   30




     principles at least equal to the net worth of Tenant immediately prior to
     such merger, consolidation or transfer, (ii) proof satisfactory to Landlord
     of such net worth shall have been delivered to Landlord at least 10 days
     prior to the effective date of any such transaction, and (iii) the assignee
     agrees directly with Landlord, by written instrument in form satisfactory
     to Landlord, to be bound by all the obligations of Tenant hereunder
     including, without limitation, the covenant against further assignment or
     subletting.

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

     (d) In connection with any request by Tenant for consent to assignment or
     subletting, Tenant shall submit to Landlord in writing: (i) the name of the
     proposed assignee or subtenant, (ii) such information as to its financial
     responsibility and standing as Landlord may reasonably require, and (iii)
     all terms and provisions upon which the proposed assignment or subletting
     is to be made. Upon receipt from Tenant of such request and information,
     the Landlord shall have an option (sometimes hereinafter referred to as the
     "option" or "Take Back Option") to be exercised in writing within thirty
     (30) days after its receipt from Tenant of such request and information, if
     the request is to assign the Lease or to sublet all of the Premises, to
     cancel or terminate this Lease, or, if the request is to sublet a portion,
     of the Premises only, to cancel and terminate this Lease with respect to
     such portion, in each case, as of the date set forth in Landlord's notice
     of exercise of such option, which shall be not less than sixty (60) nor
     more than one hundred twenty (120) days following the giving of such
     notice; in the event Landlord shall exercise such option, Tenant
     shall surrender possession of the entire Premises, or the portion
     which is the subject of the option, as the case may be, on the date set
     forth in such notice in accordance with the provisions of this Lease
     relating to surrender of Premises at the expiration of the Term. If this
     Lease shall be cancelled as to a portion of the Premises only, Basic Rent
     and Escalation Charges shall thereafter be abated proportionately according
     to the ratio the number of square feet of the portion of the space
     surrendered bears to the size of the Premises. As additional rent, Tenant
     shall reimburse Landlord promptly for reasonable legal and other expenses
     incurred by Landlord in connection with any request by Tenant for consent
     to assignment or subletting. If Landlord shall not exercise its option
     pursuant to the foregoing provisions, Landlord will not unreasonably delay
     or

                                      -14-
<PAGE>   31
     withhold its consent to the assignment or subletting to the party referred
     to upon all the terms and provisions set forth in Tenant's notice to
     Landlord, provided that the terms and provisions of such assignment or
     subletting shall specifically make applicable to the assignee or sublessee
     all of the provisions of this Article VI of the Lease so that Landlord
     shall have against the assignee or sublessee all rights with respect to any
     further assignment or subletting which are set forth in Article VI of the
     Lease as amended hereby except that no such assignee or sublessee shall
     have any right to further assign or sublet the Premises. In any case where
     Landlord consents to an assignment of this Lease, Landlord shall be
     entitled to receive 75% of all amounts received by Tenant as consideration
     for such assignment. Further, in any case where Landlord consents to a
     subletting, Landlord shall be entitled to receive 75% of all Subleasing
     Overages (as said term is hereinafter defined). As used herein, the term
     "Subleasing Overages" shall mean, for each period in question, all amounts
     received by Tenant in excess of Basic Rent, Escalation Charges and other
     items of additional rent reserved under this Lease attributable to the
     space sublet (including, without limitation, all lump sum payments made in
     connection therewith).

     (e) Provided that Tenant is not in default in the performance or observance
     of any term covenant or provision contained in this Lease to be performed
     or observed by Tenant, Landlord shall not be permitted to exercises the
     Take Back Option in connection with a request by Tenant for Landlords
     consent for subletting of up to 15,000 square feet (in the aggregate) of
     the Premises for a term of not greater than two years. All other provisions
     of this Article VI (including the requirement for Landlord's Consent) shall
     be applicable to any such request.

                                   ARTICLE VII

              RESPONSIBILITY FOR REPAIRS AND CONDITIONS OF PREMISES;

                      SERVICES TO BE FURNISHED BY LANDLORD



7.1  LANDLORD REPAIRS. (a) Except as otherwise provided in this Lease, Landlord
     agrees to keep in good order, condition and repair the roof, exterior
     public areas of the Property, exterior walls, the structure of the
     Building, the HVAC system serving the Premises (exclusive of any special
     HVAC systems which are not installed by Landlord after completion of
     Landlord's Work), building elevators, fire suppression and life safety
     systems, all insofar as they affect the Premises, except that Landlord
     shall in no event be responsible to Tenant for the condition of glass in
     the Premises or for the doors (or related glass and finish work) leading to
     the Premises, or for any condition in the Premises or the Property caused
     by any act or neglect of Tenant, its agents, employees, invitees or
     contractors. Landlord shall not be responsible to make any improvements or
     repairs to the Building other than as expressly provided in this Section
     7.1 unless expressly provided otherwise in this


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<PAGE>   32




     Lease. Landlord shall cause the landscaped areas of the Property to be
     maintained in an attractive appearance and shall cause snow and ice to be
     removed from the parking areas (including sidewalks and entry ways) on the
     Property. Landlord shall also perform repairs and striping to the parking
     areas. All costs and expenses incurred by Landlord in performing its
     obligations under this Section 7.1 shall be included in Operating Expenses
     (as said term is hereafter defined) except that Tenant shall, as an
     additional charge hereunder and within thirty (30) days after being
     invoiced by Landlord, reimburse Landlord directly for all costs and
     expenses incurred by Landlord in repairing or maintaining the roof top HVAC
     units servicing the Premises.

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

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

7.2  TENANT'S AGREEMENT. (a) Tenant will, at its sole cost and expense, keep
     neat and clean and maintain in good order, condition and repair the
     Premises and the Property and every part thereof including all mechanical,
     electrical and plumbing systems, excepting only those repairs for which
     Landlord is responsible under the terms of this Lease, reasonable wear and
     tear of the Premises, and damage by fire or other casualty and as a
     consequence of the exercise of the power of eminent domain; and shall
     surrender the Premises, at the end of the Term, in such condition. Without
     limitation of the foregoing, Tenant hereby agrees, at its sole cost and
     expense, to (i) repair and maintain all. all lights within the Premises and
     all parking area lights on the Property and (ii) repair and maintain all
     plumbing, mechanical and electrical systems except for those matters which
     are Landlord's obligation pursuant to Section 7.1. Without limitation,
     Tenant shall, at its sole cost and expense, continually during the Term of
     this Lease maintain the Premises in accordance with all statutes, laws,
     codes and ordinances from time to time in effect including, without
     limitation, the Americans with Disabilities Act of 1990, as amended and all
     directions, rules and regulations of the proper officers of governmental
     agencies having jurisdiction, and of the applicable Board of Fire
     Underwriters, and shall, at Tenant's own expense, obtain all permits,
     licenses and the like required by applicable law. Notwithstanding the
     foregoing or the provisions of Article XII, Tenant shall be responsible for
     the cost of repairs which may be necessary by reason of damage to the
     Building
                                      -16-


<PAGE>   33




     caused by any act or neglect of Tenant or its agents, employees,
     contractors or invitees (including any damage by fire or any other casualty
     arising therefrom). Tenant shall be responsible for the payment of all
     charges for electricity, gas or other utilities used or consumed in the
     Premises. Tenant shall be responsible for the removal and disposal of all
     refuse and waste generated from the Premises and shall maintain a dumpster
     service contract with a reputable dumpster service company throughout the
     Term of this Lease. The location of such dumpster shall be subject to the
     reasonable approval of Landlord. In no event shall such dumpster be visable
     from the street or interfere with the use of the parking or loading areas
     on the Property and shall be in compliance with all applicable codes,
     by-laws and ordinances.

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

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

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

7.4  BUILDING SERVICES. (a) Tenant shall be responsible for obtaining water and
     sewer service for the Premises and shall make arrangements with the
     applicable utility for such service, including water for fire suppression
     systems. Tenant shall be responsible for the cost of all water and sewer
     charges assessed to the Premises or the Property.

     (b) Landlord reserves the right upon not less than 24 hours advance notice
     (except in the case of emergency when, no notice shall be required) to
     curtail,

                                      -17-



<PAGE>   34


     suspend, interrupt and/or stop the supply of water, sewage, electrical
     current, cleaning, and other services, and to curtail, suspend, interrupt
     and/or stop use of entrances and/or lobbies serving access to the Building,
     without thereby incurring any liability to Tenant, when necessary by reason
     of accident or emergency, or for repairs, alterations, replacements or
     improvements in the reasonable judgment of Landlord necessary, or when
     prevented from supplying such services or use by strikes, lockouts,
     difficulty in obtaining materials, accidents or any other cause beyond
     Landlord's control, or by laws, orders or inability, by exercise of
     reasonable diligence, to obtain electricity, water, gas, steam, coal, oil
     or other suitable fuel or power. No diminution or abatement of rent or
     other compensation, nor any direct, indirect or consequential damages shall
     or will be claimed by Tenant as a result of, nor shall this Lease or any of
     the obligations of Tenant be affected or reduced by reason of, any such
     interruption, curtailment, suspension or stoppage in the furnishing of the
     foregoing services or use, irrespective of the cause thereof. Failure or
     omission on the part of Landlord to furnish any of the foregoing services
     or use shall not be construed as an eviction of Tenant, actual or
     constructive, nor entitle Tenant to an abatement of rent, nor to render the
     Landlord liable in damages, nor release Tenant from prompt fulfillment of
     any of its covenants under this Lease. To the extent when its reasonable
     control, Landlord shall use good faith efforts to restore any service or
     utility suspended or curtailed by Landlord hereunder.

7.5  UTILITIES. Landlord shall permit Landlord's existing wires, pipes, risers,
     conduits and other electrical equipment of Landlord to be used for the
     purpose of providing electrical service to the Premises. Tenant shall
     purchase and receive electric current for the Premises directly from the
     utility company serving the Building. Tenant shall be responsible for all
     costs and expenses of providing electricity and all other utilities to the
     Building and the parking areas on the Property and shall arrange directly
     with each respective utility for service and direct billing to Tenant.
     Landlord shall not be responsible for any such utility bills. Tenant
     covenants and agrees that its electrical usage and consumption and that its
     total connected load will not exceed the maximum load from time to time
     permitted by applicable governmental regulations nor the design criteria of
     the existing Building electrical capacity. Landlord shall not in any way be
     liable or responsible to Tenant for any loss or damage or expense which
     Tenant may sustain or incur if, during the Term of this Lease, either the
     quantity or character of electric current is changed or electric current is
     no longer available or suitable for Tenant's requirements due to a factor
     or cause beyond Landlord's control. Tenant shall purchase and install all
     lamps, tubes, bulbs, starters and ballasts. Tenant shall pay all charges
     for electricity, gas and other utilities used or consumed in the Premises.
     Tenant shall bear the cost of repair and maintenance of any electric or gas
     meter used or to be installed in (or serving) the Premises.


                                      -18-


<PAGE>   35


                                  ARTICLE VIII

                                REAL ESTATE TAXES

8.1  PAYMENTS ON ACCOUNT OF REAL ESTATE TAXES. (a) For the purposes of this
     Article, the term "Tax Year" shall mean the twelve-month period commencing
     on the July 1 immediately preceding the Commencement Date and each
     twelve-month period thereafter commencing during the Term of this Lease;
     and the term "Taxes" shall mean all real estate taxes, special assessments
     and betterment assessments assessed with respect to the Property for any
     Tax Year.

     (b) Tenant shall pay to Landlord, as an Escalation Charge, an amount equal
     to (i) Taxes for each Tax Year (or partial Tax Year) falling within the
     Term of this Lease, multiplied by (ii) the Escalation Factor, such amount
     to be apportioned for any fraction of a Tax Year in which the Commencement
     Date falls or the Term of this Lease ends.

     (c) Estimated payments by Tenant on account of Taxes shall be made monthly
     and at the time and in the fashion herein provided for the payment of Basic
     Rent. The monthly amount so to be paid to Landlord shall be sufficient to
     provide Landlord by the time real estate tax payments are due a sum equal
     to Tenant's required payments, as estimated by Landlord from time to time,
     on account of Taxes for the then current Tax Year. Promptly after receipt
     by Landlord of bills for such Taxes, Landlord shall advise Tenant of the
     amount thereof and the computation of Tenant's payment on account thereof.
     If estimated payments theretofore made by Tenant for the Tax Year covered
     by such bills exceed the required payments on account thereof for such
     Year, Landlord shall credit the amount of overpayment against subsequent
     obligations of Tenant on account of Taxes (or refund such overpayment if
     the Term of this Lease has ended and Tenant has no further obligation to
     Landlord); but if the required payments on account thereof for such Year
     are greater than estimated payments theretofore made on account thereof for
     such Year, Tenant shall make payment to Landlord within 30 days after being
     so advised by Landlord. Landlord shall have the same rights and remedies
     for the non-payment by Tenant of any payments due on account of Taxes as
     Landlord has hereunder for the failure of Tenant to pay Basic Rent.

     Notwithstanding the foregoing to the contrary and provided that there shall
     exist no Default of Tenant hereunder, if at the time of reconciliation with
     respect to any Tax Year, there is an overpayment of estimated amounts by
     Tenant hereunder, all amounts in excess of the equivalent of 2 months of
     such payments shall be reimbursed directly to Tenant. The balance of such
     overpayments shall be credited as herein provided.

8.2  ABATEMENT, If Landlord shall receive any tax refund or reimbursement of
     Taxes or sum in lieu thereof with respect to any Tax Year which is not due

                                      -19-


<PAGE>   36




     to vacancies in the Building, then out of any balance remaining thereof
     after deducting Landlord's expenses reasonably incurred in obtaining such
     refund, Landlord shall, provided there does not then exist a Default of
     Tenant, credit an amount equal to such refund or reimbursement or sum in
     lieu thereof (exclusive of any interest) multiplied by the Escalation
     Factor against the obligations of Tenant next falling due under this
     Article VIII; provided, that in no event shall Tenant be entitled to
     receive a credit equal to more than the payments made by Tenant on account
     of real estate taxes for such Year pursuant to paragraph (b) of Section
     8.1. Provided that (i) Tenant has paid all amounts payable by Tenant
     pursuant to this Article VIII as and when same shall be due and (ii) Tenant
     shall not be in default (beyond applicable notice and cure periods, if any)
     in the performance or observance of any term, covenant or condition
     contained in this Lease to be performed or observed by Tenant, upon the
     written request of Tenant, Landlord shall (at the sole cost and expense of
     Tenant) apply for and thereafter diligently prosecute to completion,
     petitions for abatement of Taxes in future Tax Years. It is agreed and
     understood that it any such petition for abatement of taxes requested by
     Tenant shall be denied, the Landlord's costs and expenses incurred in
     connection with preparation and prosecution of any such petition or any
     further appeals, including, without limitation, reasonable attorneys fees
     and consultants fees shall be paid by Tenant as an additional charge under
     this Lease within 30 days after written demand for payment of such sums by
     Landlord. If such petition is successful, the provisions of the first
     sentence of this Section 8.2 shall apply. In no event shall Tenant ever be
     permitted to file a petition for an abatement or refund of Taxes whether in
     its own name or on behalf of Landlord unless Landlord shall consent to such
     filing in writing, which consent may be granted or denied by Landlord in
     its sole and absolute discretion.

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

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

                                      -20-


<PAGE>   37



                                   ARTICLE IX

                               OPERATING EXPENSES

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

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

          (ii) Operating Expenses: The aggregate costs or expenses reasonably
     incurred by Landlord with respect to the operation, administration, repair,
     maintenance and management of the Property all as set forth in Exhibit E
     annexed hereto, provided that, if during any portion of the Operating Year
     for which Operating Expenses are being computed, less than all of Building
     Rentable Area was occupied by tenants or if Landlord is not supplying all
     tenants with the services being supplied hereunder, actual Operating
     Expenses incurred shall be reasonably extrapolated by Landlord on an item
     by item basis to the estimated Operating Expenses that would have been
     incurred if the Building were fully occupied for such Year and such
     services were being supplied to all tenants, and such extrapolated amount
     shall, for the purposes hereof, be deemed to be the Operating Expenses for
     such Year.

          (iii) Utility Expenses: Intentionally Omitted.

9.2  TENANT'S PAYMENTS, (a) Tenant shall pay to Landlord, as an Escalation
     Charge, an amount equal to (i) Operating Expenses for each Operating Year
     (or partial Operating Year) falling within the Term of this Lease
     multiplied by (ii) the Escalation Factor, such amount to be apportioned for
     any partial Operating Year in which the Commencement Date falls or the Term
     of this Lease ends.

     (b) Tenant hereby agrees to pay all costs and expenses with respect to
     Utilities (including electricity, gas, water, sewer, telephone) used and
     consumed on the Property (including the Premises) and shall arrange with
     each such utility for service and direct billing to Tenant..

     (c) Estimated payments by Tenant on account of Operating Expenses shall be
     made monthly and at the time and in the fashion herein provided for the
     payment of Basic Rent. The monthly amount so to be paid to Landlord shall
     be sufficient to provide Landlord by the end of each Operating Year a sum
     equal to Tenant's required payments, as estimated by Landlord from time to
     time during each Operating Year, on account of Operating Expenses for such
     Operating Year. After the end of each Operating Year, Landlord shall submit
     to Tenant a reasonably detailed accounting of Operating Expenses for such
     Year, and Landlord shall certify to the accuracy thereof and Landlord shall

                                      -21-


<PAGE>   38
     also provide Tenant with a projected budget for the then current Operating
     Year. If estimated payments theretofore made for such Year by Tenant exceed
     Tenant's required payment on account thereof for such Year, according to
     such statement, Landlord shall credit the amount of overpayment against
     subsequent obligations of Tenant with respect to Operating Expenses (or
     refund such overpayment if the Term of this Lease has ended and Tenant has
     no further obligation to Landlord), but, if the required payments on
     account thereof for such Year are greater than the estimated payments (if
     any) theretofore made on account thereof for such Year, Tenant shall make
     payment to Landlord within thirty (30) days after written notice from
     Landlord. Landlord shall have the same rights and remedies for the
     nonpayment by Tenant of any payments due on account of Operating Expenses
     as Landlord has hereunder for the failure of Tenant to pay Basic Rent.

     Provided that there shall then exist no Default of Tenant hereunder, if at
     the time of reconciliation with respect to any Operating Year, there is an
     overpayment of estimated amounts by Tenant hereunder, all amounts in excess
     of the equivalent of two months of such payments shall be reimbursed
     directly to Tenant. The balance of such overpayments shall be credited as
     hereinabove provided.

9.3  Within 90 days after Tenant's receipt of the statement described in Section
     9.2(c) hereof with respect to a final accounting for any Operating Year and
     provided that Tenant has paid all Operating Expenses billed by Landlord to
     Tenant on account of such Operating Year, Tenant shall have the right to
     inspect Landlord's books and records with respect to Operating Expenses for
     such Operating Year. Such inspection shall take place at the place where
     Landlord maintains its books and records for the Property in the ordinary
     course.

                                   ARTICLE X

                    INDEMNITY AND PUBLIC LIABILITY INSURANCE

10.1 TENANT'S INDEMNITY. To the maximum extent this agreement may be made
     effective according to law, Tenant agrees to defend, indemnify and save
     harmless Landlord from and against all claims, loss, liability, costs and
     damages of whatever nature arising from any default by Tenant under this
     Lease and the following: (i) from any accident, injury, death or damage
     whatsoever to any person, or to the property of any person, occurring in or
     about the Premises; (ii) from any accident, injury, death or damage
     occurring outside of the Premises but on the Property, where such accident,
     damage or injury results or is claimed to have resulted from an act or
     omission on the part of Tenant or Tenant's agents, employees, invitees or
     independent contractors; or (iii) in connection with the management or use
     of the Premises or of any business conducted therein, or any thing or work
     whatsoever done,

                                      -22-


<PAGE>   39


     or any condition created (other than by Landlord) in or about the
     Premises; and, in any case, occurring after the date of this Lease, until
     the end of the Term of this Lease, and thereafter so long as Tenant is in
     occupancy of the Premises. Nothing contained herein shall be deemed or
     construed to exculpate Landlord from its own negligence or the negligence
     of Landlord's agents, servants or employees. This indemnity and hold
     harmless agreement shall include indemnity against all costs, expenses and
     liabilities incurred in, or in connection with, any such claim or
     proceeding brought thereon, and the defense thereof, including, without
     limitation, reasonable attorneys' fees and costs at both the trial and
     appellate levels. The provisions of this Section 10.1 shall survive the
     expiration or any earlier termination of this Lease.

10.2 PUBLIC LIABILITY INSURANCE, Tenant agrees to maintain in full force from
     the date upon which Tenant first enters the Premises for any reason,
     throughout the Term of this Lease, and thereafter so long as Tenant is in
     occupancy of any part of the Premises, a policy of general liability and
     property damage insurance (including broad form contractual liability and
     completed operations coverage) under which Landlord, Manager (and such
     other persons as are in privity of estate with Landlord as may be set out
     in notice from time to time) and Tenant are named as additional insureds.
     Tenant's insurance shall include coverage for the contractual liability of
     Tenant to indemnify Landlord as required in this Article X. Each such
     policy shall be non-cancellable and non-amendable with respect to Landlord,
     Manager and Landlord's said designees without thirty (30) days' prior
     notice to Landlord and shall be in at least the amounts of the Initial
     Public Liability Insurance specified in Section 1.3 or such greater amounts
     as Landlord shall from time to time request, and a duplicate original or
     certificate thereof shall be delivered to Landlord.

10.3 TENANT'S RISK. To the maximum extent this agreement may be made effective
     according to law, Tenant agrees to use and occupy the Premises and to use
     such other portions of the Property as Tenant is herein given the right to
     use at Tenant's own risk; and Landlord shall have no responsibility or
     liability for any loss of or damage to Tenant's Removable Property or for
     any inconvenience, annoyance, interruption or injury to business arising
     from Landlord's making any repairs or changes which Landlord is permitted
     by this Lease or required by law to make in or to any portion of the
     Premises or other sections of the Property, or in or to the fixtures,
     equipment or appurtenances thereof. Tenant shall carry "all-risk" property
     insurance on a "replacement cost" basis (including so-called improvements
     and betterments), and provide a waiver of subrogation as required in
     Section 14.20. The provisions of this Section 10.3 shall be applicable from
     and after the execution of this Lease and until the end of the Term of this
     Lease, and during such further period as Tenant may use or be in occupancy
     of any part of the Premises or of the Building.

10.4 INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement may be
     made effective according to law, Tenant agrees that

                                      -23-


<PAGE>   40

     Landlord shall not be responsible or liable to Tenant, or to those claiming
     by, through or under Tenant, for any loss or damage that may be occasioned
     by or through the acts or omissions of persons occupying adjoining premises
     or any part of the premises adjacent to or connecting with the Premises or
     any part of the Property or otherwise. The provisions of this Section 10.4
     shall survive the expiration or any earlier termination of this Lease.

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

                                   ARTICLE XI

                          LANDLORD'S ACCESS TO PREMISES

11.1 LANDLORD'S RIGHTS. Landlord shall have the right upon reasonable advance
     notice to Tenant (except in the case of an emergency where no notice shall
     be required) to enter the Premises at all reasonable hours for the purpose
     of inspecting or making repairs to the same, and Landlord shall also have
     the right to make access available at all reasonable hours (except in the
     case of an emergency where no notice shall be required) to prospective or
     existing mortgagees, purchasers of any part of the Property. Landlord shall
     also have the right during the last year of the Term of this Lease to show
     the Premises to prospective tenants. In exercising its rights pursuant to
     this Section 11.1, Landlord shall, to the extent within its reasonable
     control, use good faith efforts to avoid unreasonable interference with
     Tenant's use of the Premises.



                                   ARTICLE XII

                           FIRE, EMINENT DOMAIN, ETC.

12.1 ABATEMENT OF RENT. If the Premises shall be damaged by fire or casualty,
     Basic Rent and Escalation Charges payable by Tenant shall abate
     proportionately for the period in which, by reason of such damage, there is
     substantial interference with Tenant's use of the Premises, having regard
     to the extent to which Tenant may be required to discontinue Tenant's use
     of all or a portion of the Premises, but such abatement or reduction shall
     end if and when Landlord shall have substantially restored the Premises
     (excluding any

                                      -24-


<PAGE>   41




     alterations, additions or improvements made by Tenant pursuant to Section
     5.2) to the condition in which they were prior to such damage. If the
     Premises shall be affected by any exercise of the power of eminent domain,
     Basic Rent and Escalation Charges payable by Tenant shall be justly and
     equitably abated and reduced according to the nature and extent of the loss
     of use thereof suffered by Tenant. In no event shall Landlord have any
     liability for damages to Tenant for inconvenience, annoyance, or
     interruption of business arising from such fire, casualty or eminent
     domain.

12.2 LANDLORD'S RIGHT OF TERMINATION. If the Premises or the Building are
     substantially damaged by fire or casualty (the term "substantially damaged"
     meaning damage of such a character that the same cannot, in ordinary
     course, reasonably be expected to be repaired within sixty (60) days from
     the time the repair work would commence), or if any part of the Building is
     taken by any exercise of the right of eminent domain, then Landlord shall
     have the right to terminate this Lease (even if Landlord's entire interest
     in the Premises may have been divested) by giving notice of Landlord's
     election so to do within sixty (60) days after the occurrence of such
     casualty or the effective date of such taking, whereupon this Lease shall
     terminate thirty (30) days after the date of such notice with the same
     force and effect as if such date were the date originally established as
     the expiration date hereof.

12.3 RESTORATION. If this Lease shall not be terminated pursuant to Section
     12.2, Landlord shall thereafter use due diligence to restore the Premises
     (excluding any alterations, additions or improvements made by Tenant) to
     proper condition for Tenant's use and occupation, provided that Landlord's
     obligation shall be limited to the amount of insurance proceeds available
     therefor. If, for any reason, such restoration shall not be substantially
     completed within seven (7) months after the expiration of the 60-day period
     referred to in Section 12.2, Tenant shall have the right to terminate this
     Lease by giving notice to Landlord thereof within thirty (30) days after
     the expiration of such period (as so extended). Upon the giving of such
     notice, this Lease shall cease and come to an end without further liability
     or obligation on the part of either party unless, within such 30-day
     period, Landlord substantially completes such restoration. Such right of
     termination shall be Tenant's sole and exclusive remedy at law or in equity
     for Landlord's failure so to complete such restoration.

12.4 AWARD. Landlord shall have and hereby reserves and excepts, and Tenant
     hereby grants and assigns to Landlord, all rights to recover for damages to
     the Property and the leasehold interest hereby created, and to compensation
     accrued or hereafter to accrue by reason of such taking, damage or
     destruction, and by way of confirming the foregoing, Tenant hereby grants
     and assigns, and covenants with Landlord to grant and assign to Landlord,
     all rights to such damages or compensation. Nothing contained herein shall
     be construed to prevent Tenant from, at its sole cost and expense,
     prosecuting a separate condemnation proceeding with respect to a claim for

                                      -25-

<PAGE>   42
         the value of any of Tenant's Removable Property installed in the
         Premises by Tenant at Tenant's expense and for relocation expenses,
         provided that such action shall not affect the amount of compensation
         otherwise recoverable by Landlord from the taking authority.

                                  ARTICLE XIII

                                     DEFAULT

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

                  (i) Tenant shall fail to pay the Basic Rent, Escalation
         Charges or other sums payable as additional charges hereunder when due
         and such failure shall continue for ten (10) days after written notice
         of such failure from Landlord to Tenant; or

                  (ii) Tenant shall neglect or fail to perform or observe any
         other covenant herein contained on Tenant's part to be performed or
         observed, or Tenant shall desert or abandon the Premises or the
         Premises shall become, or appear to have become vacant (regardless
         whether the keys shall have been surrendered or the rent and all other
         sums due shall have been paid), and Tenant shall fail to remedy the
         same within thirty (30) days after notice to Tenant specifying such
         neglect or failure, or if such failure is of such a nature that Tenant
         cannot reasonably remedy the same within such thirty (30) day period,
         Tenant shall fail to commence promptly to remedy the same and to
         prosecute such remedy to completion with diligence and continuity; or

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

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

                  (v) A petition shall be filed against Tenant in bankruptcy or
         under any other law seeking any reorganization, arrangement,
         composition, readjustment, liquidation, dissolution, or similar relief
         under any present or

                                      -26-





<PAGE>   43




         future Federal, State or other statute, law or regulation and shall
         remain undismissed or unstayed for an aggregate of sixty (60) days
         (whether or not consecutive), or if any debtor in possession (whether
         or not Tenant) trustee, receiver or liquidator of Tenant or of all or
         any substantial part of its properties or of the Premises shall be
         appointed without the consent or acquiescence of Tenant and such
         appointment shall remain unvacated or unstayed for an aggregate of
         sixty (60) days (whether or not consecutive);

         then in any such case, Landlord may terminate this Lease by notice to
         Tenant, and thereupon this Lease shall come to an end as fully and
         completely as if such date were the date herein originally fixed for
         the expiration of the Term of this Lease, and Tenant will then quit and
         surrender the Premises to Landlord, but Tenant shall remain liable as
         hereinafter provided.

         (b) If this Lease shall be terminated as provided in this Article, or
         if any execution or attachment shall be issued against Tenant or any of
         Tenant's property whereupon the Premises shall be taken or occupied by
         someone other than Tenant, then Landlord may, upon notice to Tenant,
         re-enter the Premises, either by summary proceedings, ejectment or
         otherwise, and remove and dispossess Tenant and all other persons and
         any and all property from the same, as if this Lease had not been made,
         and Tenant hereby waives the service of notice of intention to re-enter
         or to institute legal proceedings to that end.

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

         (d) At any time after such termination, whether or not Landlord shall
         have collected any such current damages, as liquidated final damages
         and in lieu of all such current damages beyond the date of such demand,
         at Landlord's election Tenant shall pay to Landlord an amount equal to
         the excess, if any, of the Basic Rent, Escalation Charges and other
         sums as hereinbefore provided which would be payable hereunder from the
         date of such demand (assuming that, for the purposes of this paragraph,
         annual payments by Tenant on account of Taxes, Utility Expenses and
         Operating Expenses would

                                      -27-



<PAGE>   44




         be the same as the payments required for the immediately preceding
         Operating or Tax Year) for what would be the then unexpired Term of
         this Lease if the same had remained in effect, over the then fair net
         rental value of the Premises for the same period.

         (e) In the case of any Default by Tenant, re-entry, expiration and
         dispossession by summary proceeding or otherwise, Landlord may (i)
         re-let the Premises or any part or parts thereof, either in the name of
         Landlord or otherwise, for a term or terms which may at Landlord's
         option be equal to or less than or exceed the period which would
         otherwise have constituted the balance of the Term of this Lease and
         may grant concessions or free rent to the extent that Landlord
         considers advisable and necessary to re-let the same and (ii) may make
         such reasonable alterations, repairs and decorations in the Premises as
         Landlord in its sole judgment considers advisable and necessary for the
         purpose of reletting the Premises; and the making of such alterations,
         repairs and decorations shall not operate or be construed to release
         Tenant from liability hereunder as aforesaid. Landlord shall in no
         event be liable in any way whatsoever for failure to re-let the
         Premises, or, in the event that the Premises are re-let, for failure to
         collect the rent under such re-letting.

         (f) Intentionally Omitted.

         (g) The specified remedies to which Landlord may resort hereunder are
         not intended to be exclusive of any remedies or means of redress to
         which Landlord may at any time be entitled to lawfully, and Landlord
         may invoke any remedy (including the remedy of specific performance)
         allowed at law or in equity as if specific remedies were not herein
         provided for.

         (h) All reasonable costs and expenses incurred by or on behalf of
         Landlord (including, without limitation, attorneys' fees and expenses)
         in enforcing its rights hereunder or occasioned by any Default of
         Tenant shall be paid by Tenant.

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

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

14.1     EXTRA HAZARDOUS USE. Subject to the provisions of Section 14.27 hereof,
         Tenant covenants and agrees that Tenant will not do or permit

                                      -28-



<PAGE>   45




         anything to be done in or upon the Premises, or bring in anything or
         keep anything therein, which shall increase the rate of property or
         liability insurance on the Premises or of the Building above the
         standard rate applicable to premises being occupied for Permitted Uses;
         and Tenant further agrees that, in the event that Tenant shall do any
         of the foregoing, Tenant will promptly pay to Landlord, on demand, any
         such increase resulting therefrom, which shall be due and payable as an
         additional charge hereunder.

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

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

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

14.4     LANDLORD'S LIABILITY. (a) Tenant specifically agrees to look solely to
         Landlord's then equity interest in the Property at the time owned, for
         recovery of any judgment from Landlord; it being specifically agreed
         that Landlord nor any of Landlord's officers, directors, shareholders,
         employees or agents (original or successor) shall ever be personally
         liable for any such judgment, or for the payment of any monetary
         obligation to Tenant. The provision contained in the foregoing sentence
         is not intended to, and shall

                                      -29-


<PAGE>   46




         not, limit any right that Tenant might otherwise have to obtain
         injunctive relief against Landlord or Landlord's successors in
         interest, or to take any action not involving the personal liability of
         Landlord or any of its officers, directors, shareholders, employees or
         agents (original or successor) to respond in monetary damages from
         Landlord's assets other than Landlord's equity interest in the
         Property.

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

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

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

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

14.6     ASSIGNMENT OF RENTS AND TRANSFER OF TITLE. (a) With reference to any
         assignment by Landlord of Landlord's interest in this Lease, or the
         rents payable hereunder, conditional in nature or otherwise, which
         assignment is made to the holder of a mortgage on property which
         includes the Premises, Tenant agrees that the execution thereof by
         Landlord, and the acceptance thereof by the holder of such mortgage,
         shall never be treated as an assumption by such holder of any of the
         obligations of Landlord hereunder unless such holder shall, by notice
         sent to Tenant, specifically

                                      -30-



<PAGE>   47




         otherwise elect and that, except as aforesaid, such holder shall be
         treated as having assumed Landlord's obligations hereunder only upon
         foreclosure of such holder's mortgage and the taking of possession of
         the Premises which are to be performed or observed from and after the
         date of such transfer.

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

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

14.7     RULES AND REGULATIONS. Tenant shall abide by rules and regulations set
         forth in Exhibit C attached hereto and those rules and regulations from
         time to time established by Landlord, it being agreed that such rules
         and regulations will be established and applied by Landlord in a non-
         discriminatory fashion. Landlord agrees to use reasonable efforts to
         insure that any such rules and regulations are uniformly enforced, but
         Landlord shall not be liable to Tenant for violation of the same by any
         other tenant or occupant of the Building, or persons having business
         with them. In the event that there shall be any conflict between such
         rules and regulations and the provisions of this Lease, the provisions
         of this Lease shall control. Which are to be performed after the date
         of such transfer.

14.8     ADDITIONAL CHARGES. If Tenant shall fail to pay when due any sums under
         this Lease designated or payable as an additional charge, Landlord
         shall have the same rights and remedies as Landlord has hereunder for
         failure to pay Basic Rent.

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

                                      -31-



<PAGE>   48




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

14.11    RECORDING. Tenant agrees not to record this Lease, but each party
         hereto agrees, on the request of the other, to execute a so-called
         notice of lease in form recordable and complying with applicable law
         and reasonably satisfactory to Landlord's attorneys. In no event
         shall such document set forth the rent or other charges payable by
         Tenant under this Lease; and any such document shall expressly state
         that it is executed pursuant to the provisions contained in this
         Lease, and is not intended to vary the terms and conditions of this
         Lease.

14.12    NOTICES. Whenever, by the terms of this Lease, notices, consents or
         approvals shall or may be given either to Landlord or to Tenant, such
         notices, consents or approvals shall be in writing and shall be sent by
         registered or certified mail, return receipt requested, postage
         prepaid:

         If intended for Landlord, addressed to Landlord at Landlord's Original
         Address with a copy Addressed to Landlord at 730 Third Avenue, New
         York, New York 10017 Attention: Douglas Lawrence (or to such other
         address as may from time to time hereafter by designated by Landlord by
         like notice).

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

         All such notices shall be effective when deposited in the United States
         Mail within the Continental United States, provided that the same are
         received in ordinary course at the address to which the same were sent.

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

                                      -32-


<PAGE>   49






         employee or agent of Landlord shall alter, change or modify any of the
         provisions hereof.

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

14.15    RIGHTS OF MORTGAGEE OR GROUND LESSOR. This Lease shall be subordinate
         to any mortgage or ground lease from time to time encumbering the
         Premises, whether executed and delivered prior to or subsequent to the
         date of this Lease, if the holder of such mortgage or ground lease
         shall so elect. If this Lease is subordinate to any mortgage or ground
         lease and the holder thereof (or successor) shall succeed to the
         interest of Landlord, at the election of such holder (or successor)
         Tenant shall attorn to such holder and this Lease shall continue in
         full force and effect between such holder (or successor) and Tenant.
         Tenant agrees to execute such instruments of subordination or
         attornment in confirmation of the foregoing agreement as such holder
         may request, and Tenant hereby appoints such holder as Tenant's
         attorney-in-fact to execute such subordination or attornment agreement
         upon default of Tenant in complying with such holder's request.

         Notwithstanding anything to the contrary contained in this Section
         14.15, Tenant shall not be required to subordinate this Lease to any
         mortgage or the lien of any mortgage or sale and leaseback, nor shall
         the subordination provided herein be self-operative unless the holder
         of such mortgage or ground lease, as the case may be, shall enter into
         an agreement with Tenant, recordable in form, to the effect that in the
         event of foreclosure of, or similar action taken under, such mortgage
         or ground lease, Tenant's possession of the Premises under this Lease
         shall not be terminated or disturbed by such mortgageholder or ground
         lessor or anyone claiming under such mortgageholder or ground lessor,
         as the case may be, so long as Tenant shall not be in default under
         this Lease. The form of any such agreement shall be the form required
         by any such mortgagee or ground lessor.

14.16    STATUS REPORT. Recognizing that both parties may find it necessary to
         establish to third parties, such as accountants, banks, mortgagees,
         ground lessors, or the like, the then current status of performance
         hereunder, either party, on the request of the other made from time to
         time, will, within 21 days after request, furnish to Landlord, or the
         holder of any mortgage or ground lease encumbering the Premises, or to
         Tenant, as the case may be, a statement of the status of any matter
         pertaining to this Lease, including, without limitation,
         acknowledgement that (or the extent to which) each party is in
         compliance with its obligations under the terms of this Lease.

14.17    SECURITY DEPOSIT. Upon Landlord providing Tenant with a copy of the
         4500 Permit (as defined in Section 14.30 hereof) and upon expiration of
         the 20 day appeal period applicable to the issuance of the 4500 Permit,
         Tenant shall

                                      -33-



<PAGE>   50






         deposit with Landlord a Letter of Credit in the amount and form
         hereafter described (the "Letter of Credit") to be held and, as
         applicable, presented, drawn upon and the proceeds thereof retained and
         applied by Landlord as security for the faithful payment, performance
         and observance by Tenant of the terms, covenants, provisions,
         conditions and agreement of Tenant under and pursuant to this Lease. It
         is agreed and understood that in the event of the occurrence of a
         Default of Tenant, Landlord may present for payment and draw upon the
         Letter of Credit and Landlord may use, apply or retain the whole or any
         part of the amounts available to be drawn under the Letter of Credit to
         the extent required for the payment of any Basic Rent, Escalation
         Charges, additional rent or any other sum which Landlord may expend or
         be entitled to the payment of by reason of any Default of Tenant or any
         failure of tenant to pay, perform or observe any term, covenant,
         condition or provision of this Lease, including without limitation, any
         late charges, interest payments or any damages or deficiency in the
         re-letting of the Premises whether said damages or deficiency occurred
         before or after summary proceedings or other re-entry by Landlord.

         If Landlord shall present, draw upon and apply or retain all or any
         portion of the amounts evidenced by the Letter of Credit, Tenant shall
         immediately replenish and reinstate the amount available to be drawn
         under the Letter of Credit or cause a substitute Letter of Credit in
         the form and amount required by this Lease to be re-issued so that at
         all times during the Term of this Lease, Landlord shall be entitled to
         draw upon the entire dollar amount of the Letter of Credit in the
         amounts required hereunder notwithstanding any prior presentation and
         draw thereon.

         The Letter of Credit must at all times be an "irrevocable clean"
         commercial Letter of Credit in the amount required by this Lease and
         payable through a New York City, New York Bank, acceptable to Landlord
         in Landlord's sole discretion. In addition, the Letter of Credit shall
         be payable solely to the benefit of the Landlord from time to time
         under this Lease and shall be automatically renewable and, upon the
         direction of Landlord, transferable to and payable for the benefit of
         any successor Landlord under the Lease. The Letter of Credit shall be
         and remain presentable and payable for the time period beginning on the
         date of this Lease through and including the date which is the last to
         occur of (i) the date which is 60 days after the last day of the Term
         of this Lease or (ii) the date which is 60 days after the date of
         delivery of the entire Premises to Landlord in accordance with the
         terms and provisions of this Lease or (iii) 60 days after the last of
         Tenant's monetary obligations to Landlord under this Lease have been
         satisfied in full. Tenant shall bear all costs and expenses in
         connection with procuring the Letter of Credit and maintaining it in
         full force and effect for the time periods required hereunder. In the
         event of a sale or other transfer of the Building, Tenant shall, at its
         sole cost and expense, cause the Letter of Credit, in the form required
         hereunder, to be issued to and for the benefit of such transferee or
         purchaser, as designated by Landlord.



                                      -34-

<PAGE>   51




         indirect (including any loss of a tenant or rental income), sustained
         by reason of any such holding over. Otherwise, such holding over shall
         be on the terms and conditions set forth in this Lease as far as
         applicable.

14.20    WAIVER OF SUBROGATION. Insofar as, and to the extent that, the
         following provision shall not make it impossible to secure insurance
         coverage obtainable from responsible insurance companies doing business
         in the locality in which the Property is located (even though extra
         premium may result therefrom) Landlord and Tenant mutually agree that
         any property damage insurance carried by either shall provide for the
         waiver by the insurance carrier of any right of subrogation against the
         other, and they further mutually agree that, with respect to any damage
         to property, the loss from which is covered by insurance then being
         carried by them, respectively, the one carrying such insurance and
         suffering such loss releases the other of and from any and all claims
         with respect to such loss to the extent of the insurance proceeds paid
         with respect thereto.

14.21    SURRENDER OF PREMISES. Upon the expiration or earlier termination of
         the Term of this Lease, Tenant shall peaceably quit and surrender to
         Landlord the Premises in neat and clean condition and in good order,
         condition and repair, together with all alterations, additions and
         improvements which may have been made or installed in, on or to the
         Premises prior to or during the Term of this Lease, excepting only
         ordinary wear and use and damage by fire or other casualty for which,
         under other provisions of this Lease, Tenant has no responsibility of
         repair and restoration. Tenant shall remove (i) all of Tenant's
         Removable Property and, to the extent specified by Landlord at the time
         of approval of Tenant's Plans or at the time of the Landlord's consent
         thereto, all alterations and additions made by Landlord (in connection
         with Landlord's Work) or Tenant and all partitions wholly within the
         Premises whether made by Landlord or Tenant; and shall repair any
         damage to the Premises or the Building caused by such removal. Any
         Tenant's Removable Property which shall remain in the Building or on
         the Premises after the expiration or termination of the Term of this
         Lease shall be deemed conclusively to have been abandoned, and either
         may be retained by Landlord as its property or may be disposed of in
         such reasonable manner as Landlord may see fit, at Tenant's sole cost
         and expense. Without limitation of the foregoing, upon expiration or
         earlier termination of this Lease, Tenant shall, at its sole cost and
         expense, (i) remove all exhaust hoods and related duct work (regardless
         of whether installed as part of Landlord's Work, or otherwise) and (ii)
         remove all so-called "case work" designated as "to be removed" by
         Landlord in writing at the time of Landlord's approval of Tenant's
         Plans from the Premises and shall repair any damage to the Building or
         Premises resulting from the removal of the matters defined in (i) and
         (ii) hereof (ie. restoring same to condition prior to installation).

14.22    SUBSTITUTE SPACE. Intentionally Omitted.

                                      -36-


<PAGE>   52
14.23    BROKERAGE. Tenant warrants and represents that Tenant has dealt with no
         broker in connection with the consummation of this Lease other than
         Lynch Murphy Walsh & Partners (""Broker") and, in the event of any
         brokerage claims against Landlord predicated upon prior dealings with
         Tenant, Tenant agrees to defend the same and indemnify Landlord against
         any such claim (except any claim by the Broker which Landlord agrees to
         pay per separate arrangements with the Broker).

14.24    SPECIAL TAXATION PROVISIONS RELATING TO LANDLORD'S TAX STATUS. Landlord
         shall have the right at any time and from time to time, to unilaterally
         amend the provisions of this Lease if Landlord is advised by its
         Counsel that all or any portion of the monies paid by Tenant to
         Landlord hereunder are, or may be deemed to be, unrelated business
         income within the meaning of the United States Internal Revenue Code,
         or regulation issued thereunder, and Tenant agrees that it will execute
         all documents or instruments necessary to effect such amendment or
         amendments, provided that no such amendment shall result in Tenant
         having to pay in the aggregate more money on account of its occupancy
         of the demised premises under the provisions of this Lease as so
         amended and provided further, that no such amendment or amendments
         shall result in Tenant receiving under the provisions of this Lease
         less services than it is entitled to receive nor services of a lesser
         quality. Anything contained in the foregoing provisions of this Lease
         (including, without limitation, Article VI hereof) to the contrary
         notwithstanding, neither Tenant nor any other person having an interest
         in the possession, use, occupancy or utilization of the Premises, shall
         enter into any lease, sublease, license, concession or other agreement
         for use, occupancy, utilization of space in the Premises which provides
         for rental or other payment for such use, occupancy or utilization of
         space, in whole or in part, on the net income or profits derived by any
         person from the Premises leased, used, occupied or utilized (other than
         an amount based on a fixed percentage or percentage of receipts for
         sales) and any such recorded lease, sublease, license, concession or
         other agreement shall be absolutely void and ineffective as a
         conveyance of any right or interest in the possession, use, occupancy
         or utilization of any part of the Premises.

14.25    HAZARDOUS MATERIALS. (a) Tenant shall not (either with or without
         negligence) cause or permit the escape, disposal, release or threat of
         release of any biologically or chemically active (or inert) or other
         Hazardous Materials (as said term is hereafter defined) on, in, upon or
         under the Property or the Premises. Nothing contained in the preceding
         sentence shall be deemed or construed to prohibit Tenant from disposing
         of Hazardous Materials provided that such disposal does not occur on,
         in, upon or under the Property or the Premises and such Hazardous
         Materials shall be transported from the Property and disposed of in
         accordance with all applicable statutes, laws, rules, regulations and
         ordinances. Tenant shall not allow the generation, storage, use or
         disposal of such Hazardous Materials in any manner not sanctioned by
         law or by any applicable permit, license or governmental approval
         issued to Tenant or by the highest standards




                                      -37-


<PAGE>   53



         prevailing in the applicable industry for the generation, storage, use
         and disposal of such Hazardous Materials, nor allow to be brought onto
         the Property or the Premises any such Hazardous Materials except for
         use in the ordinary course of Tenant's business.

         Hazardous Materials shall include, without limitation, any material or
         substance which is (i) petroleum, (ii) asbestos, (iii) designated as a
         "hazardous substance" pursuant to Section 311 of the Federal Water
         Pollution Control Act, 33 U.S.C. SS 1251 et seq. (33 U.S.C. SS 1321) or
         listed pursuant to SS 307 of the Federal Water Pollution Control Act
         (33 U.S.C. SS 1317), (iv) defined as a "hazardous waste" pursuant to
         Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C.
         SS 6901 et seq. (42 U.S.C. SS 6903), (v) defined as a "hazardous
         substance" pursuant to Section 101 of the Comprehensive Environmental
         Response, Compensation, and Liability Act, 42 U.S.C. SS 9601 et seq.
         (42 U.S.C. SS 9601), as amended, or (vi) defined as "oil" or a
         "hazardous waste", a "hazardous substance", a "hazardous material" or a
         "toxic material" under any other law, rule or regulation applicable to
         the Property, including, without limitation, Chapter 21E of the
         Massachusetts General Laws, as amended.

         If any lender or governmental agency shall ever require testing to
         ascertain whether or not there has been any release of Hazardous
         Materials on the Property or the Premises, then the reasonable costs
         thereof shall be reimbursed by Tenant to Landlord upon demand as
         additional charges but only if such requirement is the result of the
         acts or omissions of Tenant or Tenant's. agents, servants, employees,
         invitees or independent contractors or in any manner results from
         Tenant's use of the Premises.

         In all events, Tenant shall indemnify and save Landlord harmless from
         and against all liabilities, claims, losses, costs, damages, penalties,
         fines and expenses (including, without limitation, reasonable fees of
         attorneys and consultants) which may be made, assessed against or
         otherwise incurred by Landlord as the result of any release, threat of
         release or unlawful storage or disposal of Hazardous Materials in,
         upon, under or from the Premises or the Property if such release,
         threat of release or unlawful storage or disposal is caused by Tenant
         or Tenant's agents, servants, employees, contractors or invitees or
         arising out of Tenant's operations on the Property or in the Premises.

         Landlord expressly reserves the right, exercisable at any time and from
         time to time, to have its agents or contractors enter the Premises
         and/or the Property to perform regular inspections and testing as to
         the presence or existence of Hazardous Materials therein; provided,
         however, that in exercising its right to enter and perform inspections
         and testing, Landlord shall use good faith efforts to avoid
         unreasonable interference with Tenant's use of the Premises. The
         covenants, agreements and indemnity set forth in this Section 14.25(a)
         shall survive the expiration or earlier termination of the Term of this
         Lease.



                                      -38-



<PAGE>   54




         (b)  Landlord hereby agrees to indemnify and hold Tenant harmless from
         and against any and all "Remediation Costs" (as hereafter defined)
         sustained or incurred by Tenant in the event that Tenant is required by
         any state or federal court or administrative agency to effect a
         remediation and clean-up of Hazardous Materials now existing or
         hereafter located on the Premises or Property unless such Hazardous
         Materials are present or released on the Property or the Premises as
         the result of (i) the acts or omissions of Tenant or any of Tenant's
         agents, servants, employees, contractors or invitees or (ii) Tenants
         operations on the Property. As used herein, the term "Remediation
         Costs" shall mean all reasonable costs or expenses of remediation and
         clean-up of such Hazardous Materials which Tenant may incur as the
         result of an order of the Massachusetts Department of Environmental
         Protection, the U.S. Environmental Protection Agency, any State or
         Federal Court of competent jurisdiction or any regulatory agency of
         competent jurisdiction requiring that Tenant effect a remediation of
         Hazardous Materials on the Property provided that the presence or
         existence of such Hazardous Materials is not the result of (i) the acts
         or omissions of Tenant or any of Tenant's agents, servants, employees,
         contractors or invitees or (ii) Tenant's operations on the Property.
         The provisions of this Section 14.25(b) shall survive any termination
         or expiration of the Term of this Lease.

14.26    GOVERNING LAW. This Lease shall be governed exclusively by the
         provisions hereof and by the laws of the Commonwealth of Massachusetts,
         as the same may from time to time exist.

14.27    PERMITTED SIGNAGE. Subject to the terms and conditions hereafter set
         forth and to all applicable building codes, ordinances, by-laws, zoning
         codes and land use restrictions, Landlord has agreed that Tenant may
         (to the extent permitted by applicable law) erect one sign on the
         exterior facade of the Premises and one "monument sign" on the Property
         in the front of the Building (the "Exterior Signs"). It is hereby
         expressly agreed and understood that the Exterior Signs shall consist
         only of Tenant's name and logo and shall be in the form, size and style
         set forth in Exhibit G hereof. In addition, Tenant shall be permitted
         to erect "parking" and "Delivery" indicator signs ("Directional
         Signs") with the consent of Landlord. Landlord hereby reserves the
         right to review and approve the content, size, color, manner of
         illumination and location of the Exterior Signs and the Directional
         Signs, which approval may be granted or denied by Landlord and with
         such additional conditions as Landlord may deem appropriate in its
         discretion.

         Tenant shall be responsible (at its sole cost and expense) for
         obtaining all necessary governmental permits, approvals and
         authorizations for the approved Exterior Signs and Directional Signs.
         Copies of all such permits, approvals and authorizations shall be
         delivered to Landlord prior to Tenant performing any work. In addition,
         Tenant shall, at its sole cost and expense,




                                      -39-



<PAGE>   55




         (i) pay for all work and materials, permits, and approvals necessary
         for the erection of the Exterior Signs and Directional Signs (ii)
         continuously throughout the Term of this Lease, maintain and repair the
         Exterior Signs and Directional Signs and (iii) upon any expiration or
         earlier termination of the Term of this Lease, remove the Exterior
         Signs and Directional Signs from the Property, repairing any and all
         damage to the Building and Premises and the Property resulting from the
         installation and removal of such Exterior Signs and Directional Signs.

         It is expressly agreed and understood that Landlord shall not be
         responsible for any costs or expenses in any way pertaining or related
         to the installation, repair, maintenance or removal of the Exterior
         Signs and Directional Signs. The provisions of Article V of the Lease
         shall be applicable to Tenant's installation of the Exterior Signs and
         Directional Signs. Landlord makes no representation or warranty as to
         whether the Exterior Signs and Directional Signs will be permitted by
         applicable laws, ordinances or codes.

14.28    NET LEASE. This is, and is intended to be, a Net Lease, and
         accordingly, except as expressly otherwise provided for herein, all
         charges, assessments and impositions made upon the Property and all
         costs, expenses and other obligations paid or incurred by Landlord of
         any kind or nature whatsoever in insuring, maintaining and/or repairing
         the Premises or the Building or the Property or any additions to the
         Building shall be included in determining Landlord's costs of which
         Tenant is obligated to pay a pro rata share or the entirety, as the
         case may be, as provided hereinabove.

14.29    OPTION TO EXTEND. Tenant shall have the right and option, which said
         option and right shall not be severed from this Lease or separately
         assigned, mortgaged or transferred, to extend the Initial Term for one
         (1) additional consecutive period of five (5) years (hereinafter
         referred to as the "Extension Period"), provided that (a) Tenant shall
         give Landlord notice of Tenant's exercise of such option at least
         twelve (12) full calendar months prior to the expiration of the Initial
         Term (b) no Default of Tenant shall exist at the time of giving each
         applicable notice and the commencement of the applicable Extension
         Period and (c) the Original Tenant named herein is itself occupying the
         entire Premises both at the time of giving the applicable notice and at
         the time of commencement of such Extension Period. Except for the
         amount of Basic Rent (which is to be determined as hereinafter
         provided), all the terms, covenants, conditions, provisions and
         agreements in the Lease contained shall be applicable to the additional
         period through which the Term of this Lease shall be extended as
         aforesaid, except that there shall be no further options to extend the
         Term nor shall Landlord be obligated to make or pay for any
         improvements to the Premises nor pay any inducement payments of any
         kind or nature. If Tenant shall give notice of its exercise of such
         option to extend in the manner and within the time period provided
         aforesaid, the Term of this Lease shall be extended upon the giving of
         each such notice without the requirement of any further attention on
         the part of either Landlord or Tenant



                                      -40-


<PAGE>   56




         except as may be required in order to determine Basic Rent as hereafter
         set forth. Landlord hereby reserves the right, exercisable by Landlord
         in its sole discretion, to waive (in writing) any condition precedent
         set forth in clauses (a), (b) or (c) above.

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

         The Basic Rent payable for each twelve (12) month period during the
         Extension Period shall be the Fair Market Rental Value (as said term is
         hereinafter defined) as of commencement of the Extension Period but in
         no event less than the Basic Rent per annum payable for and with
         respect to the last 12 calendar months of the Initial Term. "Fair
         Market Rental Value" shall be computed as of the beginning of the
         Extension Period at the then current annual rental charges, including
         provisions for subsequent increases and other adjustments, for
         extensions of existing leases then currently being negotiated or
         executed in comparable space and buildings located in Chelmsford, MA.
         In determining Fair Market Rental Value, the following factors, among
         others, shall be taken into account and given effect: size of the
         premises, escalation charges then payable under the Lease, location of
         the premises, location of the building, allowances or lack of
         allowances (if any) and lease term. In no event shall the Basic Rent
         payable with respect to any Lease Year during the Extension Period be
         less than the Basic Rent payable during the last 12 calendar months of
         the Initial Term.

         Dispute as to Fair Market Value. Landlord shall initially designate the
         Fair Market Rental Value and shall furnish data in support of such
         designation. If Tenant disagrees with Landlord's designation of the
         Fair Market Rental Value, Tenant shall have the right, by written
         notice given to Landlord within thirty (30) days after Tenant has been
         notified of Landlord's designation, to submit such Fair Market Rental
         Value to arbitration as follows: Fair Market Rental Value shall be
         determined by agreement between Landlord and Tenant but if Landlord and
         Tenant are unable to agree upon the Fair Market Rental Value at least
         ten (10) months prior to the date upon which the Fair Market Rental
         Value is to take effect, then the Fair Market Rental Value shall be
         determined by appraisal as follows: The Landlord and Tenant shall each
         appoint a Qualified Appraiser (as said term is hereinafter defined) at
         least nine (9) months prior to the commencement of the period for which
         Fair Market Rental Value is to be determined and shall designate the
         Qualified Appraiser so appointed by notice to the other party. The two
         appraisers so appointed shall meet within ten (10) days after both
         appraisers are designated in an attempt to agree upon the Fair Market
         Rental Value for the applicable Extension Period and if, within fifteen
         (15) days after both appraisers are designated, the two appraisers do
         not agree upon the Fair Market Rental Value, then each appraiser shall,
         not later than thirty (30) days after both appraisers have been chosen,
         deliver a written report to both the Landlord


                                      -41-



<PAGE>   57




         and Tenant setting forth the Fair Market Rental Value as determined by
         each such appraiser taking into account the factors set forth in this
         Section 14.29. If the lower of the two determinations of Fair Market
         Rental Value as determined by such two appraisers is equal to or
         greater than 90% of the higher of the Fair Market Rental Value as
         determined by such two appraisers, the Fair Market Rental Value shall
         be deemed to be the average of such Fair Market Rental Value as set
         forth in such two determinations. If the lower determination of Fair
         Market Rental Value is less than 90% of the higher determination of
         Fair Market Rental Value, the two appraisers shall promptly appoint a
         third Qualified Appraiser and shall designate such third Qualified
         Appraiser by notice to Landlord and Tenant. The cost and expenses of
         each appraiser appointed separately by Tenant and Landlord shall be
         borne by the party who appointed the appraiser. The cost and expenses
         of the third appraiser shall be shared equally by Tenant and Landlord.
         If the two appraisers cannot agree on the identity of the third
         Qualified Appraiser at least five (5) months prior to commencement of
         the period for which Fair Market Rental Value is to be determined, then
         the third Qualified Appraiser shall be appointed by the American
         Arbitration Association ("AAA") sitting in Boston, Massachusetts and
         acting in accordance with its rules and regulations. The costs and
         expenses of the AAA proceeding shall be borne equally by the Landlord
         and Tenant. The third appraiser shall promptly make its own independent
         determination of Fair Market Rental Value for the Premises taking into
         account the factors set forth in this Section 14.29 and shall promptly
         notify Landlord and Tenant of his determination. If the determinations
         of the Fair Market Rental Value of any two of the appraisers shall be
         identical in amount, said amount shall be deemed to be the Fair Market
         Rental Value for the Premises. If the determinations of all three
         appraisers shall be different in amount, the average of the two nearest
         in amount shall be deemed the Fair Market Rental Value. The Fair Market
         Rental Value of the subject space determined in accordance with the
         provisions of this Section shall be binding and conclusive on Tenant
         and Landlord. As indicated above, in no event shall the Fair Market
         Rental Value be less than the Basic Rent applicable to the 12 calendar
         month period immediately preceding the commencement of the Extension
         Period. As used herein, the term "Qualified Appraiser" shall mean any
         disinterested person (a) who is employed by an appraisal firm of
         recognized competence in the greater Boston area, (b) who has not less
         than ten (10) years experience in appraising and valuing properties of
         the general location, type and character as the Premises, and (c) who
         is either a Senior Real Property Appraiser of the Society of Real
         Estate Appraisers or a member of the Appraisal Institute (or any
         successor organization). Notwithstanding the foregoing, if either party
         shall fail to appoint its appraiser within the period specified above
         (such party referred to hereinafter as the "Failing Party"), the other
         party may serve notice on the Failing Party requiring the Failing Party
         to appoint its appraiser within ten (10) days of the giving of such
         notice and if the Failing Party shall not respond by appointment of its
         appraiser within said ten (10) day period, then the appraiser appointed
         by the other party shall be the sole appraiser whose determination of
         Fair Market Rental Value shall be binding and


                                      -42-



<PAGE>   58



         conclusive upon Tenant and Landlord. If, for any reason, Fair Market
         Rental Value shall not have been determined by the time of commencement
         of the Extension Period and until such rent is determined, Tenant shall
         pay Basic Rent during the Extension Period in an amount (the "Interim
         Rent") as specified by Landlord's appraiser and upon receipt of a final
         determination of Fair Market Rental Value as hereinabove set forth, any
         overpayment or underpayment of Interim Rent shall be paid promptly to
         the party entitled to receive the same.

14.30    4500 PERMIT. Upon execution and delivery of this Lease by Tenant,
         Landlord shall promptly file and use good faith efforts to promptly
         obtain an application for a Special Permit pursuant to Section 4500 of
         the Town of Chelmsford Zoning By-law (the "4500 Permit"). In the event
         that (i) Landlord's application for the 4500 Permit is denied or (ii)
         Landlord shall, for any reason, fail to obtain the 4500 Permit on or
         before the date which is 90 days after the date of execution of this
         Lease by Tenant (as evidenced by the signature page of this Lease) or
         (iii) after issuance of the 4500 Permit, any party shall, for any
         reason, file an appeal objecting to the issuance of the 4500 Permit,
         Landlord shall promptly provide Tenant with written notice of such
         denial, failure to obtain or appeal of the issuance of the 4500 Permit
         (a "Notice of Denial"). Upon the giving of a Notice of Denial, Landlord
         and Tenant shall each have the right to terminate this Lease by written
         notice to the other party (a "4500 Termination Notice") given no later
         than 7 Business Days after the giving of the Notice of Denial by
         Landlord, which termination shall be effective immediately upon receipt
         by the addressee provided that such notice is duly given pursuant to
         Section 14.12 of this Lease. In the event that either party shall give
         the other a 4500 Termination Notice within the time and manner herein
         provided, time being of the essence, this Lease, and all of the rights
         and obligations of the parties hereunder shall cease and come to an end
         and this Lease shall have no further force or affect. Tenant hereby
         agrees to cooperate with Landlord in connection with the application
         for the 4500 Permit including, without limitation, the provision of
         information and documentation regarding the content of the Construction
         Documents which may be necessary for prosecution of the application.

         All costs and expenses incurred by Landlord including, without
         limitation, all application fees, engineering fees, legal fees and
         architectural fees shall be borne by Landlord but shall be paid through
         and as a portion of the Allowance (as defined in Article IV) in the
         event that the Lease shall not be terminated pursuant to the provisions
         of this Section 14.30.

         Tenant hereby agrees to promptly commence its preparation of the
         Construction Documents and hereby agrees that it shall bear all costs
         and expenses attributable to preparation of the Construction Documents
         in the event this Lease shall be terminated by either party pursuant to
         the provisions of this Section 14.30. Nothing contained herein shall be
         deemed to delay or extend the Construction Document Delivery Date (as
         defined in Article I hereof).



                                      -43-





<PAGE>   59




         It is agreed and understood that Landlord need not appeal any decision
         of the Planning Board in the event that the Landlord's application for
         the 4500 Permit is denied (or deemed denied) in the first instance by
         the Planning Board, it being agreed and understood that Landlord need
         only file an application for such 4500 Permit, appear at the applicable
         hearing and await the decision of the Planning Board. It is agreed and
         understood that no further appeals or further action need be taken by
         L'12andlord in connection with obtaining such 4500 Permit. In no event
         shall Tenant file an application for Special Permit pursuant to Section
         4500 of the Town of Chelmsford Zoning By-law.

14.31    ACCESS TERMINATION RIGHT. Vehicular access and egress to and from the
         Property is presently provided over Alpha Road and the Access Easements
         (as defined in Section 2.2 hereof). Alpha Road is presently a dedicated
         public way over a portion of its course and a private way over the
         remainder of its course. In the event that access and egress to and
         from the Property over Alpha Road or the Access Easements shall be
         terminated and Landlord is unable to provide Tenant with alternative
         vehicular access and egress to and from the Property, the Tenant shall
         have the right, subject to the terms and provisions of this Section
         14.31, to terminate this Lease by written notice to Landlord (an
         "Access Termination Notice"). Upon the giving of an Access Termination
         Notice by Tenant, this Lease shall terminate effective as of the 180th
         day following the giving of such Access Termination Notice unless,
         within such 180 day period, Landlord shall provide Tenant with
         alternative legal vehicular access and egress to the Property to and
         from a public way or shall restore vehicular access to and from a
         public way over Alpha Road and the Access Easements. Tenant shall
         promptly give Landlord notice of any claim by and party that Tenant is
         prohibited from using Alpha Road or the Access Easements for access to
         and egress from the Property.

         From and after the date of an Access Termination Notice, Basic Rent and
         Escalation Charges payable by Tenant hereunder shall abate
         proportionately for the period in which, by reason of such termination
         of access to and from the Property, there is interference with Tenant's
         use of the Premises having regard to the nature and extent to which
         Tenant may be required to discontinue Tenant's use of all or any
         portion of the Premises due to the termination of legal means of access
         and egress to and from the Property. Such abatement or reduction
         shall end when Landlord shall restore such legal access to and from a
         public way with alternative or substituted legal access (temporary or
         otherwise). In no event shall Landlord have any liability for damages
         to Tenant for any inconvenience, annoyance or interruption of business
         arising from such termination of access to and from the Property. The
         abatement of rent and the right of termination provided in this
         paragraph shall be Tenant's sole and exclusive right and remedy against
         Landlord arising from any termination of legal means of access to and
         from the Property for any reason.



                                      -44-



<PAGE>   60




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

                                       TENANT:

                                       ESA, INC.

Dated: JAN. 21, 1994                   By:     [SIG]
      --------------                         ------------------------------
                                       Its:    President
                                             ------------------------------

                                       By:     [SIG]
                                             ------------------------------
                                       Its:    Vice President
                                             ------------------------------

                                       LANDLORD:

                                       TEACHERS REALTY CORPORATION

Dated:                                 By:     /s/ NICHOLAS E. STOLATIS
      --------------                         ------------------------------
                                       Its:    ASSISTANT SECRETARY
                                             ------------------------------




                                      -45-
<PAGE>   61


                                  [FLOOR PLAN]

                                  First Floor
                                     Vacant




                                 22 ALPHA ROAD
                                 CHELMSFORD, MA
                                   57,778 sf
<PAGE>   62


                                                                       EXHIBIT A


                                  [FLOOR PLAN]

                                  Second Floor
                                     Vacant




                                 22 ALPHA ROAD
                                 CHELMSFORD, MA
                                   57,778 sf
<PAGE>   63
                                     EXHIBIT C

                            RULES AND REGULATIONS


     1. The sidewalks, paved and/or landscaped areas shall not be obstructed or
encumbered by Tenant or used for any purpose other than ingress and egress to
and from the demised premises

     2. No sign, advertisement, notice or other lettering shall, be exhibited,
inscribed, painted or affixed by Tenant on any p    of the demised premises or
Building so as to be visible from outside the demised premises without the
prior written consent          Landlord, which will not be unreasonably withheld
or delayed

                In the event of the violation of this paragraph, Landlord may
remove same without any liability, and may charge expense incurred in such
removal to Tenant, as additional rent

     3. Except as otherwise expressly provided in this Lease

        No awnings, curtains, blinds, shades, screens or other projections shall
be attached to or hung in, or used in connection with, any window of the demised
premises or any outside wall                the Building without the prior
written consent of Landlord, w    will not be unreasonably withheld or delayed
so long as said awning or other item conforms to similar items installed in
o   upon other portions of the Building. Such awnings, curtains, blinds, shades,
screens or other projections must be of a         a type, design and color, and
attached in the manner, approved           Landlord.

     4. The water and wash closets and other plumbing fixtures sha11 not be used
for any purposes other than those for which were designed and constructed, and
no sweepings, rubbish, raq  , acids, chemicals, process water, cooling water
or like substances shall be deposited therein. Said plumbing fixtures and the
plumbing system of the Building shall be used only for the discharge of
so-called sanitary waste. All damage resulting in any misuse of said fixtures
and/or plumbing system by Tenant of anyone claiming under Tenant shall be borne
by Tenant.

     5. Tenant must, upon the termination of its tenancy,        to Landlord all
locks, cylinders and keys to the demised pre  , and any offices therein.

     6. Tenant shall keep any sidewalks and planters in fr   the demised
promises reasonably free and clear of litter and refuse, regardless of the
source thereof.

     7. Tenant shall, tit Tenant's expense, provide artificial light and
electric current for the employees of Landlord and Landlord's contractors while
making repairs or alterations in demised promises.


<PAGE>   64




     8.  Tenant shall not make, or permit to be made, any unseemly or disturbing
odors or noises or disturb or interfere with occupants of the Building or those
having business with the         whether by use of any musical instrument,
radio, machine, or in any other way.

     9.  Canvassing, soliciting, and peddling in the Building a  prohibited and
Tenant shall cooperate to prevent the same.

     10. Tenant shall keep the demised premises free at all ti  of pests,
rodents and other vermin, and Tenant shall keep all trash and rubbish stored in
containers of a type approved by Landlord, such containers to be kept at
locations designated by Landlord. Tenant shall cause such containers to be
emptied whenever necessary to prevent them from overflowing or from producing
any objectionable odors.

     11. Landlord reserves the right to rescind, alter, waive and/or establish
any reasonable rules and regulations of uniform application to all tenants
which, in its judgement, are necessarily desirable or proper for its best
interests and the best interest of the occupants of the Building.

     12. The access roads, driveways, entrances and exits shall not be
obstructed or encumbered by Tenant or used for any purposes other than ingress
and egress.


<PAGE>   65



                                    EXHIBIT E

                     (ITEMS INCLUDED IN OPERATING EXPENSES)



     Without limitation, Operating Expenses shall include:

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

     2. The cost of services, materials and supplies furnished or used in the
        operation, repair, maintenance, cleaning, and protection of the Property
        including, without limitation, fees and assessments, if any, imposed
        upon Landlord, or charged to the Property, by any governmental agency or
        authority or other duly authorized private or public entity on account
        of public safety services, transit, housing, police, fire, sanitation
        or other services or purported benefits.

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

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

     5. If during the Term of this Lease, Landlord shall make a capital
        expenditure, the total cost of which is not properly includable in
        Operating Expenses for the Operating Year in which it was made, there


<PAGE>   66




         shall nevertheless be included in such Operating Expenses for the
         Operating Year in which it was made and in Operating Expenses for each
         succeeding Operating Year, an annual charge-off of such capital
         expenditure. The annual charge-off shall be determined by dividing the
         original capital expenditure plus an interest factor, reasonably
         determined by Landlord, as being the interest rate then being charged
         for long-term mortgages, by institutional lenders on like properties
         within the locality in which the Building is located, by the number of
         years of useful life of the capital expenditure, and the useful life
         shall be determined reasonably by Landlord in accordance with generally
         accepted accounting principles and practices in effect at the time of
         making such expenditure.

     6.  Betterment or special assessments provided the same are apportioned
         equally over the longest period permitted by law.

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

     8.  Management Fees payable to contractors or managers for operation and
         management of the Building. All management fees not directly related to
         the management, operation, maintenance, administration or upkeep of the
         Property shall be excluded from Operating Expenses.

     9.  Intentionally Omitted;

     10. Usual and customary management fees and other reasonable legal or other
         professional fees relating to the operation and management of the
         Property.

<PAGE>   67




                                    EXHIBIT F

                       TENANT'S JANITORIAL SPECIFICATIONS

EACH VISIT

1.  Empty all trash.

2.  Replace liners as needed.

3.  Empty and wash all ashtrays.

4.  Dust all flat surfaces and cleared desks.

5.  Clean glass doors.

6.  Clean kitchen and coffee areas.

7.  Thoroughly clean restrooms and restock with soap and
    paper supplies.

8.  Vacuum all carpeting.

9.  Dust mop tile floors.

10. Damp mop tile floors.

11. Spray buff tile floors: as needed.

12. Turn off all lights, lock doors and leave premises
    in orderly condition.

    The above services are to be performed by Tenant Monday-Friday of each
    week.

<PAGE>   68
                                                                       EXHIBIT G





                                SIGN ON BUILDING

                                [ESA INC. LOGO]

              Individual bird (blue) and letters (silver)-backlit




                                 MONUMENT SIGN

                                [ESA INC. LOGO]

                             ESA Laboratories, Inc.

                                 22 Alpha road


                           Blue metal sign with white
                         letters on black/bronze posts
<PAGE>   69
                                  EXHIBIT "J"

                      FORM OF TENANT ESTOPPEL CERTIFICATE

Landlord:                       Teachers Realty Corporation

Tenant:                         ESA, Inc.

Premises:                       22 Alpha Road Chelmsford, MA

Original Lease Dated:           January 21, 1994

Amendments:

The undersigned Tenant under the above-referenced Lease as Amended (the "Lease")
hereby confirms to W9/TIB Real Estate Limited Partnership ("Purchaser"), as the
prospective purchaser of the real property of which the premises demised under
the Lease is a part (the "Premises"), and to the Lender providing financing to
Purchaser in connection with any loan secured by a mortgage of such real
property ("Lender"), as follows:

         1.    Tenant is the tenant under a lease covering the Premises. A true
               and correct copy of the Lease covering the premises. A true and
               correct copy of the Lease and all amendments thereto are attached
               thereto.

         2.    The term of the lease commenced on September 1, 1994 and expires
               on August 31, 2004. Tenant is in possession of the Premises.

         3.    The rent under the Lease has been paid through October 31, 1997.
               No rents have been prepaid more than thirty (30) days in advance
               of their due date except as provided by the Lease, and Tenant has
               not asserted and has no actual knowledge of any claim against the
               Landlord under the Lease that might be set-off or credited
               against future accruing rents.

         4.    All obligations and conditions under the Lease to be performed to
               date by Landlord have been satisfied, including, without
               limitation, any construction and/or work -letter obligations,
               except as follows: N/A

               Tenant has on deposit with the Landlord a security deposit in the
               amount of $ Letter of Credit, current amount $75,000.

         5.    To the best of the undersigned's knowledge, there is no existing
               event of default on the part of the Landlord.

         6.    There exists no default on the part of Tenant.





<PAGE>   70




         7.    The Lease is valid and in full force and effect and represents
               the entire agreement between the parties, and the Lease has
               (check one):
               (X) not been amended, modified, supplemented, extended, renewed
               or assigned.
               ( ) been amended, modified, supplemented, extended, renewed or
               assigned as set forth in the agreements set forth on page 1 of
               this certificate.

         9.    Tenant has not assigned, transferred, or pledged the Lease or any
               interest therein or sublet any portion of the Premises except
               N/A.

         10.   The address for notices to be sent to Tenant is as set forth in
               the Lease.
                                          Tenant: ESA, Inc.

Dated: October 28, 1997.                  By: /s/ Walter DiGiusto
      ----------------------                 ----------------------------------
                                          Name: Walter DiGiusto
                                               --------------------------------
                                          Title: President
                                                -------------------------------


<PAGE>   71



                                   EXHIBIT B

                                DEMISED PREMISES

                                  [FLOOR PLAN]

                               Second Floor Plan