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                                                                   EXHIBIT 10.33


                         STANDARD FORM COMMERCIAL LEASE

     THIS INSTRUMENT IS A LEASE, dated as of October 18, 2002, in which the
LESSOR and LESSEE are the parties hereinafter named, and which relates to space
in the building (the "Building") located at 31 St. James Avenue, Boston,
Massachusetts. The parties to this instrument hereby agree with each other as
follows:

1.   BASIC LEASE                    The following set forth basic data and,
     PROVISIONS:               where appropriate, constitute definitions of the
                               terms hereinafter listed.

                               A.    BASIC DATA.

                                    LESSOR: OMV Associates Limited Partnership,
                               a Massachusetts limited partnership

                                    LESSOR'S Address: c/o Capital Properties
                               Management, Inc., 31 Saint James Avenue, Boston,
                               MA 02116

                                    LESSEE: The First Marblehead Corporation

                                    LESSEE'S Original Address: 30 Little Harbor,
                               Marblehead, MA 01945

                                    LESSEE'S Notice Address (Section 20): 30
                               Little Harbor, Marblehead, MA 01945, Attn: Chief
                               Operating Officer

                                    Basic Rent: $1,831,375/year
                               $152,614.58/month   $40.25/psf

                                      As the same may be adjusted and/or abated
                                      in accordance with the terms and
                                      conditions of this Lease.

                                    Premises Rentable Area:. Agreed to be 45,500
                               square feet located on the sixth floor of the
                               Building.

                                    Permitted Uses: General Office, call center,
                               and related uses.

                                    Escalation Factor: 10.21%, as computed in
                               accordance with the Escalation Factor
                               Computation.

                                    Initial Term: Five (5) years commencing on
                               the Commencement Date and expiring at the close
                               of the day immediately preceding the fifth
                               anniversary of the Commencement Date, except that
                               if the Commencement Date shall be other than the
                               first day of a calendar month, the expiration of
                               the Initial Term shall be at the close of the day
                               on the last day of the calendar month in which
                               such anniversary shall fall.

                                    Security Deposit: Outlined in Section 5 of
                               this Lease

                                    Base Operating Expenses: The actual
                               Operating Expenses for the calendar year
                               commencing January 1, 2004 and ending December
                               31, 2004.

                                    Base Taxes: The actual real estate taxes
                               assessed against the Property for the Tax Year
                               commencing July 1, 2004 and ending June 30, 2005.

                                    Electricity Cost: LESSEE shall pay for all
                               usage directly to the local provider for the
                               Building. LESSOR represents to Tenant that there
                               is a separate, direct meter that

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                               measures electricity for only the sixth floor of
                               the building.

                                    Broker: Meredith & Grew. LESSOR shall pay
                               50% of the brokerage commission upon lease
                               execution and 50% upon the Commencement Date of
                               this Lease.

                               B.    ADDITIONAL DEFINITIONS.

                                    Agent:  Capital Properties Management, Inc.,
                               31 St.  James Avenue, Boston, Massachusetts
                               02116.

                                    Business Days: 8:00 a.m. - 6:00 p.m. Monday
                               through Friday and Saturday 9:00 a.m. through 1
                               p.m. except New Year's Day, President's Day,
                               Patriot's Day, Memorial Day, Independence Day,
                               Labor Day, Columbus Day, Veterans' Day,
                               Thanksgiving Day, Christmas Day (and the
                               following Monday when any such day occurs on
                               Sunday). Unless specifically referred to herein
                               as Business Days, all references in this Lease to
                               "days" shall mean calendar days.

                                    Commencement Date: April 1, 2004

                                    Common Areas: The lobbies, hallways,
                               stairways, elevators, lavatories, and other
                               portions of the Building and intended for common
                               use by the lessees thereof.

                                    Escalation Factor Computation: Premises
                               Rentable Area divided by the building rentable
                               area. (445,765 square feet).

                                    Guarantor:  Intentionally deleted

                                    Initial Public Liability Insurance:
                               $1,000,000.00 per occurrence (combined single
                               limit) for property damage, personal injury or
                               death.

                                    Premises: A portion of the Building as shown
                               on Exhibit A attached hereto.

                                    Property: The real property on which the
                               Building is located and the Building and other
                               improvements constructed thereon.

                                    Extended Term: As defined in Section 35

                                    First Offered Space: As defined in Section
                               36.

2.   PREMISES                  A portion of the building owned by LESSOR
                               consisting of approximately 45,500 SQUARE FEET OF
                               RENTABLE AREA ON THE SIXTH FLOOR OF THE BUILDING
                               AND SUBSTANTIALLY KNOWN AS SUITE 601 on the plan
                               attached hereto as "Exhibit A" (the "Premises")
                               together with the right to use in common, with
                               others entitled thereto, the Common Areas LESSEE
                               shall have access to the Premises at all times
                               subject to LESSOR'S security access controls.

3.   TERM                      The initial term of this Lease shall be for five
                               (5) years commencing on April 1, 2004 and ending
                               on March 31, 2009.

4.   BASIC RENT                The LESSEE shall pay to the LESSOR rent at the
                               rate described in Section 1 of this Lease,
                               payable in advance on the first day of each month
                               commencing without deduction or set off, except
                               as otherwise provided in this Lease, on the
                               Commencement Date.

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5.   SECURITY DEPOSIT          LESSEE shall pay to LESSOR a Security Deposit
                               equal to an amount determined in accordance with
                               the provisions of this Section 5. The Security
                               Deposit may in cash or Letter of Credit. LESSEE
                               may pay the Security Deposit in Cash or by means
                               of a letter of credit. If LESSEE pays the
                               Security Deposit in cash, the Security Deposit
                               shall be maintained in said amount and held
                               without interest. If a Letter of Credit, such
                               Letter of Credit shall be self renewing for the
                               entire Term of the Lease (as the same may be
                               extended) and in a form acceptable to LESSOR. If,
                               for any reason, the Letter of Credit shall expire
                               or be terminated for any reason, such Letter of
                               Credit shall be renewed or replaced thirty (30)
                               days prior to such expiration or termination. Or,
                               at any time during that thirty day period, LESSOR
                               may draw the entire amount and such amount shall
                               be returned to LESSEE only after a replacement
                               Letter of Credit has been delivered to LESSOR.
                               LESSEE shall have the right to substitute cash
                               for the letter of credit, or a letter of credit
                               for cash, whichever the case may be, at any time,
                               and from time to time; during the Term provided
                               LESSEE is not in default of this Lease beyond
                               applicable notice and cure periods. The Security
                               Deposit shall be held as security for LESSEE'S
                               performance provided in this Lease and shall be
                               and refunded or returned to LESSEE at the end of
                               this lease subject to LESSEE'S satisfactory
                               compliance with the conditions of this Lease.

                               The Security Deposit required under this Lease is
                               as follows:

                               1.   Upon execution of this Lease, LESSEE shall
                                    remit to LESSOR a Security Deposit equal to
                                    $113,750 (50% of brokerage fee paid by
                                    LESSOR).

                               2.   As and when LESSOR disburses the Allowance
                                    as defined in Section 26 of this Lease,
                                    LESSEE shall increase the Security Deposit
                                    by an amount equal to the disbursement.

                               3.   On December 1, 2003, LESSEE shall increase
                                    the Security Deposit by an amount equal to
                                    the amount by which the Base Security
                                    Deposit (as defined herein) exceeds the
                                    amount previously provided by LESSEE
                                    pursuant to clauses 1 and 2 above. For the.
                                    purposes of this Lease, the "Base Security
                                    Deposit" shall be equal to six (6) months
                                    Base Rent totaling $915,688 subject,
                                    however, to adjustment pursuant to the
                                    provisions of the next succeeding sentence.
                                    LESSEE agrees to deliver to LESSOR a copy of
                                    its audited financial statements for the
                                    fiscal year as of June 30, 2003 within
                                    thirty (30) days after the same is prepared
                                    and delivered to LESSEE, but in no event
                                    later than December 1, 2003. The Base
                                    Security Deposit shall be adjusted as of
                                    December 1, 2003 as follows:

                                    a)   If, as shown on the audited financial
                                         statements, LESSEE'S gross revenue
                                         totals at least $15,000,000 and income
                                         before tax expense totals at least
                                         $5,000,000, then the Base Security
                                         Deposit shall be reduced to an amount
                                         equal to three (3) months Base Rent.

                                    b)   If, as shown on the audited financial
                                         statements, LESSEE's gross revenue
                                         totals less than $5,000,000 or income
                                         before tax expense is less than
                                         $1,000,000, the Base Security Deposit
                                         shall be increased to an amount equal
                                         to twelve (12) months Base Rent.

                               4.   As further evidence of LESSEE'S financial
                                    capability, LESSEE shall provide to LESSOR,
                                    on December 1, 2003, and each anniversary of
                                    said date, a certificate signed by an
                                    authorized officer of The Education
                                    Resources Institute, Inc. ("TERI"),
                                    indicating that the Master Service Agreement
                                    between TERI and LESSEE'S affiliate, First
                                    Marblehead Education Resources, Inc., dated
                                    July 1, 2001, remains in full force and
                                    effect. In the event that LESSEE fails to
                                    produce

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                                    such a certificate and the failure is not
                                    cured within fifteen (15) days after written
                                    demand from LESSOR, then the Base Security
                                    Deposit shall be increased to an amount
                                    equal to twelve (12) months Base Rent.

6.   ADDITIONAL RENT           A.   TAX. If, in any tax year, the real estate
                                    taxes. on the land and buildings, of which
                                    the Premises are a part, are in excess of
                                    the amount of the Base Taxes, as finally
                                    abated (hereinafter called the "Base Year"),
                                    LESSEE will pay to LESSOR, as additional
                                    rent hereunder,, an amount equal to the
                                    product of the excess multiplied by the
                                    Escalation Factor. Said payment shall be
                                    made by LESSEE within thirty (30) days after
                                    LESSEE'S receipt of a (i) written statement
                                    from LESSOR calculating the amount due, and
                                    (ii) a copy of the real estate tax bill
                                    received by LESSOR for the tax year in
                                    question. Any such statement by LESSOR shall
                                    be binding and conclusive upon LESSEE
                                    unless, within ninety (90) days after that
                                    giving by LESSOR of such statement, LESSEE
                                    shall notify LESSOR that either (i) LESSEE
                                    disputes the correctness of such statement,
                                    specifying the particular respects in which
                                    the statement is claimed to be incorrect, or
                                    (ii) LESSEE elects to exercise its audit
                                    rights under this Lease. If the LESSOR
                                    obtains an abatement of any real estate
                                    taxes for any year within the Term, LESSOR
                                    shall recalculate, the amount that would
                                    have been due from LESSEE for said tax year.
                                    If such amount is less than the amount
                                    actually paid by LESSEE for said tax year,
                                    then LESSOR shall refund to LESSEE such
                                    excess payment, after deducting therefrom
                                    LESSEE'S share (based on the Escalation
                                    Factor) of reasonable fees and costs
                                    incurred in obtaining the same, if any..

                               B.   OPERATING. If, in any calendar year, the
                                    Operating Expenses (as herein defined) for
                                    the Property, are in excess of the Base
                                    Operating Expenses, LESSEE will pay to
                                    LESSOR, as additional rent hereunder, an
                                    amount equal to the product of the excess
                                    multiplied by the Escalation Factor. Said
                                    payment shall be made by LESSEE within
                                    thirty (30) days after LESSEE'S receipt of a
                                    written statement from LESSOR 1) itemizing
                                    the Operating Expenses for the calendar year
                                    in question, and 2) calculating the amount
                                    due. Operating expenses are defined for the
                                    purposes of this Lease as: the aggregate
                                    costs or expenses reasonably incurred by
                                    LESSOR with respect to the operation,
                                    administration, cleaning, repair,
                                    maintenance and management of the Property,
                                    including, without limitation, those items
                                    enumerated in "Exhibit C" attached to this
                                    Lease, subject, however, to the exclusions
                                    also enumerated in "Exhibit C". Any such
                                    accounting by LESSOR shall be binding and
                                    conclusive upon LESSEE unless within ninety
                                    (90) days after that giving by LESSOR of
                                    such statement, LESSEE shall notify LESSOR
                                    that either (i) LESSEE disputes the
                                    correctness of such accounting, specifying
                                    the particular respects in which the
                                    accounting is claimed to be incorrect, or
                                    (ii) LESSEE elects to exercise its audit
                                    rights under this Lease.

                               C.   PAYMENT. At LESSOR'S option, payment of
                                    Additional Rent shall be on a monthly basis
                                    based on LESSOR'S good faith estimate of the
                                    Tax and Operating Expenses for the following
                                    year. Following the end of each tax and
                                    calendar year, LESSOR shall provide LESSEE
                                    with a reconciliation detailing the total
                                    real estate taxes or Operating Expenses paid
                                    by LESSOR for the period in question and
                                    calculating the amount due from LESSEE. If
                                    the estimated payments are less than the
                                    actual amount due from LESSEE, LESSEE shall
                                    pay the additional amount within thirty (30)
                                    days after its receipt of the
                                    reconciliation. If the estimated payments
                                    are greater than the actual amount due from
                                    LESSEE, LESSOR shall credit to LESSEE the
                                    amount of the over payment against the
                                    installment(s) of Basic Rent and Additional
                                    Rent next succeeding LESSEE'S receipt of the
                                    reconciliation. In connection with any real
                                    estate tax reconciliation submitted by
                                    LESSOR, LESSOR shall attach thereto a copy
                                    of the real estate tax bill received

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                                    by LESSOR for the tax year in question. Any
                                    reconciliation submitted by LESSOR shall be
                                    binding and conclusive upon LESSEE unless,
                                    within ninety (90) days after that giving by
                                    LESSOR of such reconciliation, LESSEE shall
                                    notify LESSOR that LESSEE disputes the
                                    correctness of such reconciliation,
                                    specifying the particular respects in which
                                    the reconciliation is claimed to be
                                    incorrect The obligations of LESSOR and
                                    LESSEE under this Section 6.C shall survive
                                    the expiration or earlier termination of
                                    this Lease.

                               D.   AUDIT. In the event LESSEE elects to audit
                                    LESSOR'S statement or reconciliation of
                                    Operating Expenses or statement of real
                                    estate taxes in accordance with this clause,
                                    such audit must be (i) conducted by an
                                    independent nationally recognized accounting
                                    firm that is not being compensated by LESSEE
                                    on a contingency fee basis, and (ii)
                                    completed within ninety (90) days following
                                    LESSEE'S notice disputing the correctness of
                                    the statement of Operating Expenses. If the
                                    audit discloses that LESSEE'S Additional
                                    Rent has been overstated, LESSOR shall
                                    revise the applicable components of the
                                    Additional Rent and shall credit the
                                    overpayment made by LESSEE against the
                                    installments of Basic Rent and Additional
                                    Rent next succeeding the completion of such
                                    audit. Furthermore, all of the information
                                    obtained through the LESSEE'S audit with
                                    respect to financial., matters (including
                                    without limitation, costs expenses, income)
                                    and any other matters pertaining to the
                                    LESSOR and/or the Property as well as any
                                    compromise, settlement, or adjustment
                                    reached between LESSOR and LESSEE relative
                                    to the results of the audit shall be held in
                                    strict confidence by LESSEE and its
                                    officers, agents, and employees; and LESSEE
                                    shall cause its auditor and any of its
                                    officers, agents, and employees to be
                                    similarly bound. As a condition precedent to
                                    LESSEE'S exercise of its right to audit,
                                    LESSEE must deliver to LESSOR a signed
                                    confidentiality agreement from the auditor
                                    (in form acceptable to LESSOR and LESSEE)
                                    reached between LESSOR and LESSEE shall be
                                    held in strict confidence and shall not be
                                    revealed in any manner to any person except
                                    upon the prior written consent of LESSOR.
                                    Notwithstanding the foregoing, LESSOR agrees
                                    that such information may be disclosed to
                                    LESSEE'S advisers, consultants, and
                                    attorneys on a "need to know" basis, and may
                                    be disclosed by LESSEE in connection with
                                    any suit, proceeding or arbitration or other
                                    dispute resolution procedure relating to the
                                    amount due from LESSEE under this Section 6.
                                    LESSEE understands and agrees that this
                                    provision is of material importance to the
                                    LESSOR and that any violation of the terms
                                    of this provision shall result in immediate
                                    and irreparable harm to the LESSOR. LESSOR
                                    shall have all remedies allowed by law or
                                    equity if LESSEE, its officers, agents, or
                                    employees and/or the auditor violate the
                                    terms of this provision, including, without
                                    limitation, the right to terminate LESSEE'S
                                    right to audit.

7.   UTILITIES                 The LESSEE shall pay, as they become due, all
                               bills for electricity and other utilities that
                               are furnished to the Premises and presently
                               separately metered. The LESSOR agrees (i) to
                               provide all other utility service to the
                               Premises, (ii) to furnish reasonably hot and cold
                               water and reasonable heat and air conditioning to
                               the Premises, the hallways, stairways, elevators,
                               and lavatories during normal building business
                               hours on regular business days as is reasonably
                               required to maintain a reasonably comfortable
                               temperature (68 degrees to 74 degrees Fahrenheit
                               so long as the outside temperature does not
                               exceed 95 degrees), (iii) to furnish elevator
                               service, and to light passageways, stairways, and
                               other common areas during business hours, (v) to
                               furnish security in the main lobby of the
                               building at all times, and (vi) to furnish
                               janitorial and cleaning service to the Premises
                               in accordance with the specifications attached
                               hereto as Exhibit F, all subject to interruption
                               due to any accident, to the making of repairs,
                               alterations, or improvements, to labor
                               difficulties, to inability to obtain fuel,
                               electricity, service, or supplies from the
                               sources from which they are usually obtained for
                               said building, or to

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                               any cause beyond the LESSOR'S control. LESSOR
                               shall use commercially reasonable efforts to
                               restore any interruption of service in a
                               commercially reasonable period of time.

                               LESSOR shall have no obligation to provide
                               utilities or equipment other than the utilities
                               and equipment within the Premises as of the
                               commencement date of this lease. In the event
                               LESSEE requires additional utilities or
                               equipment, the installation and maintenance
                               thereof shall be the LESSEE'S sole obligation,
                               provided that such installation shall be subject
                               to the written consent of the LESSOR.

8.   USE OF LEASED             The LESSEE agrees to use the Premises in a manner
     PREMISES                  consistent with the nature of the Building. The
                               LESSEE shall use the Premises only for the
                               purposes listed in Section 1 of this Lease.

9.   COMPLIANCE                The LESSEE acknowledges that no trade or
     WITH LAWS                 occupation shall be conducted in the Premises or
                               use made thereof which will be unlawful,
                               unreasonably noisy or offensive, or contrary to
                               any law or any municipal by-law or ordinance in
                               force in the city or town in which the Premises
                               are situated. LESSEE agrees to comply with all
                               such laws to the extent such compliance relates
                               to any alterations or additions made to the
                               Premises by. LESSEE or to the specific manner in
                               which LESSEE is using the Premises (as compared
                               to the uses of the Premises as specified in
                               Section 1A of this Lease); and LESSOR agrees to
                               comply with all such laws to the extent LESSEE is
                               not obligated to do so under the terms of this
                               Section 9. LESSOR makes no representation that
                               uses contemplated by the LESSEE are permitted by
                               law, but LESSOR represents to LESSEE that the
                               Premises is zoned for General Office Use.

10.  FIRE INSURANCE            The LESSEE shall not permit any use of the
                               Premises which will make voidable any insurance
                               on the property of which the Premises are a part,
                               or on the contents of said property or which
                               shall be contrary to any law or regulation from
                               time to time established by the New England Fire
                               Insurance Rating Association, or any similar
                               body, succeeding to its powers. LESSOR
                               acknowledges and agrees that the use of the
                               Premises for the Permitted Uses does not violate
                               the provisions of the immediately preceding
                               sentence. Nor shall LESSEE cause or permit the
                               storage, use, generation, release or disposition
                               of any hazardous materials in, on or about the
                               property by LESSEE, its agents, employees or
                               contractors, other than customary office supplies
                               in customary quantities. LESSEE will not permit
                               the Premises to be used or operated in a manner
                               that may cause the Premises or the Property to be
                               contaminated by any hazardous materials in
                               violation of any hazardous materials laws. LESSEE
                               will immediately advise LESSOR in writing of (1)
                               any and all enforcement, cleanup, remedial,
                               removal, or other governmental or regulatory
                               actions instituted, completed, or threatened by
                               or against LESSEE pursuant to any hazardous
                               materials laws relating to any hazardous
                               materials affecting the Premises; and (2) all
                               claims made or threatened by any third party
                               against LESSEE, LESSOR, the Premises or the
                               Property which LESSEE has knowledge of relating
                               to damage, contribution, cost recovery,
                               compensation, loss or injury resulting from any
                               hazardous materials on or about the Premises.
                               Without LESSOR'S prior written consent, LESSEE
                               will not take any remedial action or enter into
                               any agreement or settlements in response to the
                               presence of any hazardous materials in, on, or
                               about the Premises.

                               LESSEE will be solely responsible for and will
                               defend, indemnify and hold LESSOR, its agents,
                               and employees harmless from and against all
                               claims, costs, expenses, damages, and
                               liabilities, including employees harmless from
                               and against all claims, costs expenses, damages
                               and liabilities, including reasonable attorneys'
                               fees and costs, arising out of or in connection
                               with LESSEE'S breach of the environmental
                               provisions of this Section 10. LESSEE will be
                               solely responsible for and will defend,
                               indemnify,

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                               and hold LESSOR, its agents, and employees
                               harmless from and against any and all claims;
                               costs, and liabilities, including reasonable
                               attorneys' fees and costs, arising out of or in
                               connection with the removal, cleanup and
                               restoration work and materials necessary to
                               return the Premises and any other property of
                               whatever nature located on the Property to their
                               condition existing prior to the appearance of
                               LESSEE'S hazardous materials on the Premises.
                               LESSEE'S obligations under this Section 10 will
                               survive the expiration or other termination of
                               this Lease.

                               The LESSEE shall not use the Premises in any way
                               that is inconsistent with the Permitted Use,
                               which will cause an extra insurance premium.
                               However, in the event that LESSEE does so, the
                               LESSEE shall, on demand, reimburse the LESSOR all
                               extra insurance premiums solely attributed to use
                               of the Premises by LESSEE'S use of the Premises.

11.  MAINTENANCE               The LESSEE agrees to maintain the Premises, in
     OBLIGATIONS               good condition, damage by fire and other
                               casualty, and ordinary wear and tear only
                               excepted, and whenever necessary, to replace
                               interior plate glass.

                               A.   LESSEE'S OBLIGATIONS. The Premises are now
                                    in good condition and the glass whole. The
                                    LESSEE shall not permit the Premises to be
                                    overloaded, damaged, stripped, or defaced,
                                    nor suffer any waste. LESSEE shall obtain
                                    written consent of LESSOR prior to placing
                                    any sign on the Premises that is visible
                                    from the exterior of the Premises. The
                                    LESSEE shall keep and maintain the Premises
                                    in good order and repair at its own expense
                                    unless such maintenance is LESSOR obligation
                                    under the terms of this Lease. The LESSOR
                                    shall at LESSEE'S expense and upon LESSEE'S
                                    request, furnish and install all replacement
                                    lamps, lighting tubes, bulbs and ballasts
                                    which may be required in the Premises during
                                    the terms hereof.

                               B.   LESSOR'S OBLIGATIONS. The LESSOR agrees to
                                    maintain the structure of the Building
                                    (including, without limitation, the roof the
                                    exterior walls, the exterior windows and
                                    doors, the structural components, and the
                                    foundation), the Common Areas, the building
                                    systems (including, without limitation, the
                                    plumbing, electrical, mechanical, sprinkler,
                                    and fire safety systems), and the elevators
                                    in good condition and in a manner consistent
                                    with similar buildings in Boston,
                                    Massachusetts, reasonable wear and tear,
                                    damage by fire and other casualty only
                                    excepted, unless such maintenance is
                                    required because of the acts of LESSEE or
                                    those for whose conduct the LESSEE is
                                    legally responsible, then LESSEE agrees to
                                    reimburse LESSOR for the reasonable cost
                                    thereof, subject to the mutual waiver of
                                    subrogation provisions of this Lease.

                               LESSOR shall never be liable for any failure to
                               make repairs unless LESSEE has given notice to
                               LESSOR of the need to make such repairs and
                               LESSOR has failed to commence to make such
                               repairs within a reasonable time after receipt of
                               such notice, or fails to proceed with reasonable
                               diligence to complete such repairs.

                               If, due to an event beyond LESSOR'S reasonable
                               control, there is an interruption of any of the
                               above services or any other services provided for
                               in the Lease and such interruption continues for
                               more than five (5) business days, such that as a
                               result the Premises are rendered untenantable or
                               unusable thereby, an appropriate proportion of
                               the Basic Rent shall be abated to the extent that
                               LESSEE'S use of the Premises is diminished by
                               such interruption until such services are
                               restored.

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12.  ADDITIONS &               The LESSEE shall not make structural alterations
     ALTERATIONS               or additions to the Premises or the building's
                               systems, but may make non-structural alterations
                               provided the LESSOR consents thereto in writing,
                               which consent shall not be unreasonably withheld,
                               conditioned or delayed. Notwithstanding the
                               foregoing, LESSEE shall have the right to paint,
                               recarpet and perform other cosmetic-type
                               alterations without obtaining LESSOR'S prior
                               written consent; in connection with such
                               cosmetic-type alterations, LESSEE agrees to
                               notify LESSOR of such alterations at least five
                               (5) business days before the commencement of such
                               alterations. All such allowed alterations shall
                               be at LESSEE'S expense and shall be in quality at
                               least equal to the present construction. LESSEE
                               shall not permit any mechanics' liens, or similar
                               liens, to remain upon the Premises for labor and
                               material furnished to LESSEE or claimed to have
                               been furnished to LESSEE in connection with work
                               of any character performed or claimed to have
                               been performed at the direction of LESSEE and
                               shall cause any such lien to be released of
                               record promptly without cost to LESSOR. If such
                               lien is not discharged within fifteen (15) days
                               after LESSEE has notice or knowledge of such
                               filing of such lien, LESSEE shall furnish LESSOR,
                               within such fifteen (15) day period, security
                               satisfactory to LESSOR in the amount of 120% of
                               the claim plus estimated costs to discharge the
                               lien. Any alterations or improvements made by the
                               LESSEE (other than movable trade fixtures not
                               attached to the Premises, partitions, and office
                               equipment) shall become the property of the
                               LESSOR at the termination of occupancy as
                               provided herein, and LESSEE shall have no
                               obligation to remove the same.

13.  ASSIGNMENT&               The LESSEE shall not assign or sublet the whole
     SUBLEASING                or any part of the Premises without LESSOR'S
                               prior written consent, such consent shall not be
                               unreasonably withheld or conditioned.
                               Notwithstanding such consent, LESSEE shall remain
                               liable to LESSOR for the payment of all rent and
                               for the full performance of the covenants and
                               conditions of this Lease. If SUBLESSEE or
                               ASSIGNEE is paying rent at an amount greater than
                               in this agreement, then 50% of the amount over,
                               net of construction, brokerage, architectural,
                               and attorney costs, shall be due to LESSOR as and
                               when received by LESSEE. If an assignment or
                               sublease is terminated, LESSEE shall pay to
                               LESSOR 50% of the value of any security deposit,
                               money, personal property, stock, or equity that
                               LESSEE receives as a result of the terminated
                               assignment or sublease. No assignment or sublease
                               shall release LESSEE from, and LESSEE shall
                               remain fully liable for, performance of LESSEE'S
                               obligations under the lease. LESSEE shall, not
                               sublease or assign to a current or prospective
                               tenant of the Building without LESSOR's prior
                               written consent. Prospective tenants are those
                               tenants who have been introduced to the Property
                               within thirty (30) days of the sublease or
                               assignment proposal or any tenant in negotiation
                               with LESSOR. LESSEE shall not sublease more than
                               20% below Fair Market Rental Value, without
                               LESSOR'S prior written consent. LESSEE shall not
                               sublease or assign to any tenant whereby the
                               sublessee or assignees use violates the exclusive
                               use of any tenant at the Building.

                                 a) SUBMISSION OF INFORMATION. If LESSEE
                                    requests LESSOR'S consent to a specific
                                    assignment or sublease, LESSEE will submit
                                    in writing to LESSOR (i) the name and
                                    address of the proposed assignee or
                                    subtenant; (ii) the business terms of the
                                    proposed assignment or sublease; (iii)
                                    reasonably satisfactory information as to
                                    the nature and character of the business of
                                    the proposed assignee or subtenant, and as
                                    to the nature of its proposed use of the
                                    space; (iv) reasonable banking, financial,
                                    or other credit information reasonably and
                                    character of the proposed assignee or
                                    subtenant; (v) the proposed form of
                                    assignment (including lease assumption
                                    provisions) or sublease; and (vi) any other
                                    information reasonably required by Landlord.

                                 b) LESSOR'S OPTIONS. Notwithstanding anything
                                    to the contrary contained in this Section
                                    13, in the event of an assignment or
                                    sublease of this Lease of more

                                      - 8 -
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                                    than 15,000 rentable square feet of the
                                    Premises, then, in addition to any rights
                                    contained herein, shall have the following
                                    option at its discretion:

                                    (i)  to give LESSEE written notice of
                                         LESSOR'S intention to terminate this
                                         Lease as to all or any portion of the
                                         Premises on the date such notice is
                                         given or on any later date specified
                                         therein, whereupon, on the date
                                         specified in such notice, LESSEE'S
                                         right to possession of the Premises or
                                         such portion of the Premises shall
                                         cease and this Lease shall thereupon be
                                         terminated, except as to any incomplete
                                         obligations of LESSEE.

                               LESSOR shall notify LESSEE in writing within
                               thirty (30) days of receipt of the information
                               required pursuant to Section 13(a) above of its
                               intent to approve or disapprove a proposed
                               assignment or sublease. Such notice shall include
                               LESSOR'S execution or waiver of its right to
                               terminate the Lease.

                                 c) PERMITTED TRANSFER. LESSOR consents to an
                                    assignment of this Lease or to a sublease of
                                    all or part of the Premises to one or more
                                    wholly-owned subsidiary of LESSEE
                                    (specifically, First Marblehead Education
                                    Resources, Inc. and TERI Marketing Services,
                                    Inc.) or the parent of LESSEE or to any
                                    corporation into or with which LESSEE may be
                                    merged or consolidated and to a sublease of
                                    not more than 5,000 rentable square feet to
                                    The Education Resources Institute, Inc.;
                                    provided that (a) LESSEE promptly provides
                                    LESSOR with a fully executed copy of such
                                    assignment or sublease; (b) LESSEE is not
                                    released from liability under this Lease and
                                    (c) the assignee assumes in writing all of
                                    the obligations of LESSEE under this Lease.
                                    In connection with any of the foregoing
                                    permitted assignments or subleases, LESSOR
                                    acknowledges that LESSOR'S rights under
                                    Section 13(a) and 13(b) shall not apply and
                                    LESSOR shall not be entitled to collect any
                                    excess rent.

14.   SUBORDINATION            This Lease shall be subject and subordinate to
                               any and all mortgages, deeds of trust and trust
                               and other instruments in the nature of a
                               mortgage, now or at any time hereafter, a lien or
                               liens on the Property (collectively, a
                               "Mortgage"), and the LESSEE shall, when
                               requested, promptly execute and deliver such
                               written instruments as shall be necessary to show
                               the subordination of this lease to such Mortgage
                               provided LESSOR has obtained and delivered to
                               LESSEE the written agreement of the holder of
                               such Mortgage, in a form reasonably satisfactory
                               to LESSEE, which provides that so long as LESSEE
                               is not in default under this Lease (after the
                               giving of any applicable notice and the
                               expiration of any applicable cure period), (i)
                               this Lease and LESSEE'S rights hereunder shall
                               not be disturbed or interrupted in the event of
                               the exercise of any of such holder's rights under
                               said Mortgage, including any foreclosure or sale
                               of the Building, and (ii) LESSEE shall not be
                               made party to any action or proceeding to enforce
                               any rights or remedies thereunder brought by said
                               holder, unless required by law, in which event no
                               affirmative relief shall be sought against LESSEE
                               in such action or proceeding. In the event there
                               is any Mortgage as of the date of this Lease,
                               LESSOR agrees to obtain the aforesaid
                               non-disturbance agreement from the holder thereof
                               within ninety (90) days receipt of LESSEE'S
                               written request for said agreement.

                               LESSOR hereby represents to LESSEE that there is
                               no ground lease or master lease affecting the
                               Property or the Building as of the date of this
                               Lease.

15.  LESSOR'S ACCESS           The LESSOR or agents of the LESSOR may, at
                               reasonable times and with reasonable notice,
                               enter to inspect the Premises; exhibit the
                               Premises to prospective purchasers, Lenders, or
                               during the last twelve (12) months, tenants;
                               determine LESSEE'S compliance with the Lease;
                               remove placards and signs not approved and
                               affixed as

                                      - 9 -
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                               herein provided, and make repairs and alterations
                               to the Premises and Property as LESSOR should
                               elect to do. In exercising any of the foregoing
                               rights, LESSOR shall take all commercially
                               reasonable measures to minimize the disruption to
                               or interference with LESSEE'S use and occupancy
                               of the Premises. LESSOR shall use commercially
                               reasonable efforts to provide LESSEE with notice
                               prior to entering the Premises after normal
                               business hours.

16.  INDEMNIFICATION           LESSEE shall save LESSOR harmless, and shall
     AND LIABILITY             exonerate and indemnify LESSOR, from and against
                               any and all claims, liabilities or penalties
                               asserted by or on behalf of any person, firm,
                               corporation or public authority, except as a
                               result of the negligence or willful acts and
                               omissions of LESSOR, its agents, employees,
                               representatives, contractors or licensees:

                               (i)   on account of or based upon any injury to
                                     person, or loss of or damage to property
                                     sustained or occurring or emanating from
                                     the Premises on account of or based upon
                                     the act, omission, fault, negligence or
                                     misconduct of any person except LESSOR or
                                     its employees, agents, contractors,
                                     representatives or licensees;

                               (ii)  on account of or based upon any injury to
                                     person, or loss of or damage to property,
                                     sustained on or occurring elsewhere (other
                                     than on the Premises) in or about the
                                     Property (and, in particular, without
                                     limitation, the elevators, stairways,
                                     public corridors, sidewalks, parking areas,
                                     concourses, arcades, approaches, areaways,
                                     roof, or other appurtenances and facilities
                                     used in connection with the Property or the
                                     Premises) arising out of the use or
                                     occupancy of the Property or Premises by
                                     the LESSEE or by any person claiming by,
                                     through or under LESSEE, except where such
                                     injury, loss or damage was caused by the
                                     negligence, fault or misconduct of LESSOR;

                                     and in addition to and not in limitation of
                                     either of the foregoing subdivisions (i)
                                     and (ii);

                               (iii) on account of or based upon (including
                                     moneys due on account of) any work or thing
                                     whatsoever done (other than by LESSOR or
                                     its contractors, or agents or employees or
                                     either) on the Premises; and, in respect of
                                     any of the foregoing, from and against all
                                     costs, expenses (including reasonable
                                     attorneys' fees), and liabilities incurred
                                     in or in connection with any such claim, or
                                     any action or proceeding brought thereon;
                                     and in case any action or proceeding be
                                     brought against LESSOR by reason of any
                                     such claim. LESSEE upon notice from LESSOR
                                     shall at LESSEE'S expense resist or defend
                                     such action or proceeding and employ
                                     counsel therefore reasonably satisfactory
                                     to LESSOR, it being agreed that such
                                     counsel as may act for insurance
                                     underwriters of LESSEE engaged in such
                                     defense shall be deemed satisfactory.

17.  INSURANCE                 The LESSEE shall maintain with respect to the
                               Premises and the Property commercial general
                               liability insurance in the amount of $1,000,000
                               with property damage insurance in limits of
                               $100,000 and Workers Compensation insurance
                               insuring against and satisfying LESSEE'S
                               obligations and liabilities under the Workers
                               Compensation Laws of Massachusetts. Said
                               insurance shall be with responsible companies
                               qualified to do business in Massachusetts and in
                               good standing therein insuring LESSEE against
                               injury to persons or damage to property as
                               provided. With respect to the commercial general
                               liability insurance, LESSOR and its managing
                               agent shall be named as additional insured.
                               LESSEE agrees to increase limits as LESSOR'S
                               mortgagee reasonably requires, but not more
                               frequently than once every three (3) years. The
                               LESSEE shall

                                     - 10 -
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                               deposit with the LESSOR certificates for such
                               insurance at or prior to the commencement of the
                               Initial Term, and thereafter within thirty (30)
                               days prior to the expiration of any such
                               policies. All such insurance certificates shall
                               provide that such policies shall ,not be canceled
                               without at least ten (10) days prior written
                               notice to each assured named therein.

                               LESSOR shall maintain with respect to the
                               Property of which the Premises are a part
                               commercial general liability insurance in the
                               amount of $1,000,000 with property damage
                               insurance in limits of $100,000 and Workers
                               Compensation insurance insuring against and
                               satisfying LESSOR'S obligations and liabilities
                               under the Workers Compensation Laws of
                               Massachusetts, in responsible companies qualified
                               to do business in Massachusetts in good standing,
                               therein. LESSOR shall also maintain property
                               casualty insurance coverage for the full
                               replacement value of the building.

                               LESSOR and LESSEE each hereby waive any and every
                               claim for recovery from the other for any and all
                               loss of or damage to the Building or Premises or
                               to the contents thereof, which loss or damage is
                               covered or is required by this Lease to be
                               covered by physical damage insurance policies, to
                               the extent that such loss or damage is
                               recoverable under said insurance policies.

18.  FIRE, CASUALTY,           Should a substantial portion of the Premises, or
     EMINENT                   of the property of which they are a part, be
     DOMAIN                    substantially damaged by fire or other casualty,
                               or be taken by eminent domain, the LESSOR may
                               elect to terminate this lease. When such fire,
                               casualty, or taking renders the Premises
                               substantially unsuitable for their intended use,
                               a just and proportionate abatement of rent shall
                               be made, and the LESSEE may elect to terminate
                               this lease if:

                                 a) The LESSOR fails to give written notice
                                    within thirty (30) days of the event of its
                                    intention to restore Premises and the Common
                                    Areas of the Building to a condition
                                    substantially similar to the condition
                                    before the fire, casualty, or taking, or

                                 b) The LESSOR fails to restore the Premises and
                                    the Common Areas of the Building to a
                                    condition substantially similar to the
                                    condition before the fire, casualty, or
                                    taking within ninety (90) days of said fire,
                                    casualty or taking, as such date may be
                                    extended ninety (90) days if LESSOR is
                                    diligently working to restore the Premises
                                    and extended an additional ninety (90) days
                                    for force majeure. LESSOR reserves, and the
                                    LESSEE grants the LESSOR, all rights which
                                    the LESSEE may have for damages or injury to
                                    the Premises for any taking by eminent
                                    domain, except for damage to the LESSEE'S
                                    fixtures, property, or equipment.

                               Should less than a substantial portion of the
                               Premises as determined by LESSOR be damaged by
                               fire or other casualty, LESSOR shall restore the
                               Premises. LESSOR shall restore the Premises to a
                               condition substantially similar to the condition
                               before the fire, casualty, or taking within
                               ninety (90) days of said fire or casualty, as
                               such date may be extended ninety (90) days if
                               LESSOR is diligently working to restore the
                               Premises.

                               During the restoration period where a portion of
                               the Premises is unsuitable for its intended use,
                               a just and proportionate abatement of rent shall
                               be made.

19.  DEFAULT AND               A. In the event that:
     BANKRUPTCY

                                    (i)   The LESSEE shall default in the
                                          payment of any installment of rent or
                                          other sum herein specified and such
                                          default shall continue for five

                                     - 11 -
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                                          (5) Business Days after written notice
                                          thereof; or

                                    (ii)  The LESSEE shall default in the
                                          observance or performance of any other
                                          of the LESSEE'S covenants, agreements,
                                          or obligations hereunder and such
                                          default shall not be corrected within
                                          thirty (30) days after written notice
                                          thereof (provided, however, if such
                                          default cannot be cured within said
                                          thirty (30) day period, LESSEE shall
                                          not be deemed in default hereunder so
                                          long as LESSEE commenced the cure of
                                          such default within said thirty (30)
                                          day period and is diligently
                                          prosecuting such cure to completion in
                                          not more than an addition thirty (30)
                                          day period; or

                                    (iii) The LESSEE files or has filed against
                                          it in any bankruptcy, insolvency or
                                          reorganization petition, which
                                          petition is not dismissed within sixty
                                          (60) days or

                                    (iv)  The LESSEE shall be declared bankrupt
                                          or insolvent according to law, or, if
                                          any assignment shall be made of
                                          LESSEE'S property for the benefit of
                                          creditors, or

                                    (v)   Any attachment is made by LESSEE'S
                                          creditors of the leasehold interest
                                          outlined in this Lease; or

                                    (vi)  LESSEE violates the terms of Section
                                          13 "Assignment & Subleasing"; or

                                    (vii) A receiver is appointed to conduct
                                          LESSEE'S business (whether or not
                                          LESSOR has re-entered the premises)
                                          then the LESSOR shall have the right
                                          thereafter, while such default
                                          continues, as permitted by applicable
                                          law, to re-enter and take complete
                                          possession of the Premises, to
                                          terminate this lease, and remove the
                                          LESSEE'S effects without prejudice to
                                          any remedies which might be otherwise
                                          used for arrears of rent or other
                                          default. The LESSEE shall indemnify
                                          'the LESSOR against all loss of rent
                                          and additional rent and other payments
                                          which the LESSOR may incur by reason
                                          of such termination during the residue
                                          of the term.

                               B. LESSOR'S REMEDIES.  If any one or more events
                                  of default set forth above occurs, LESSOR may,
                                  at its election:

                                    (i)   Give LESSEE written notice of LESSOR'S
                                          intention to terminate this Lease on
                                          the earliest date permitted by law or
                                          on any later date specified in such
                                          notice, in which case LESSEE'S right
                                          to possession of the Premises will
                                          cease and this Lease will be
                                          terminated, except as to LESSEE'S
                                          liability, as if the expiration of the
                                          term fixed in such notice were the end
                                          of the Term;

                                    (ii)  Without further demand or notice, and
                                          without terminating this Lease, but in
                                          accordance with all applicable laws,
                                          reenter and take possession of the
                                          Premises or any part of the Premises,
                                          repossess the same, expel LESSEE and
                                          those claiming through or under LESSEE
                                          and remove the effects of both or
                                          either, using such force for such
                                          purposes as may be necessary, without
                                          being liable for prosecution, without
                                          being deemed guilty of any matter of
                                          trespass, and without prejudice to any
                                          remedies for arrears of Basic Rent or
                                          other amounts

                                     - 12 -
<Page>

                                          payable under this Lease or as a
                                          result of any preceding breach of
                                          covenants or conditions; or

                                    (iii) Without further demand or notice, if
                                          the LESSEE shall default in the
                                          observance or performance of any
                                          conditions or covenants on LESSEE'S
                                          part to be observed or performed under
                                          or by virtue of any of the provisions
                                          in any article of this Lease, then,
                                          during the continuance of such
                                          default, LESSOR, without being under
                                          any obligation to do so and without
                                          thereby waiving such default, may
                                          remedy such default for the account
                                          and at the expense of the LESSEE. If
                                          the LESSOR makes any expenditures or
                                          incurs any obligations for the payment
                                          of money in connection therewith,
                                          including but not limited to,
                                          reasonable attorney's fees in
                                          instituting, prosecuting or defending
                                          any action or proceeding, such sums
                                          paid or obligations insured, with
                                          interest at the rate of 18 per cent
                                          per annum and costs, shall be paid to
                                          the LESSOR by the LESSEE as additional
                                          rent. Any sums not paid when due shall
                                          bear interest: at 18 per cent per
                                          annum until paid. LESSEE shall pay an
                                          administrative fee if a check does not
                                          clear.

                               If LESSOR elects to reenter as provided in
                               subsection (ii) or if LESSOR takes possession
                               pursuant to legal proceedings or pursuant to any
                               notice provided by law, LESSOR may, from time to
                               time, without terminating this Lease, relet the
                               Premises or any part of the Premises in LESSOR'S
                               or LESSEE'S name, but for the account of LESSEE,
                               for such term or terms (which may be greater or
                               less than the period which would otherwise have
                               constituted the balance of the Term) and on such
                               conditions and upon such other terms (which may
                               include concessions of free rent and alteration
                               and repair of the Premises) as LESSOR, in its
                               reasonable discretion, may determine, and LESSOR
                               may collect and receive the rents from such
                               reletting. However, all proceeds from such
                               relettings shall be credited against LESSEE'S
                               obligations. LESSOR will in no way be responsible
                               or liable for any failure to relet the Premises,
                               or any part of the Premises, or for any failure
                               to collect any rent due upon such reletting;
                               however, LESSOR shall take commercially
                               reasonable measures to mitigate its damages to
                               the extent required by law. No such reentry or
                               taking possession of the Premises by LESSOR will
                               be construed as an election on LESSOR'S part to
                               terminate this Lease unless a written notice of
                               such intention is given to LESSEE. No written
                               notice from LESSOR under this Section or under a
                               forcible or unlawful entry and detainer statute
                               or similar law will constitute an election by
                               LESSOR to terminate this Lease unless such notice
                               specifically so states. LESSOR reserves the right
                               following any such reentry or reletting to
                               exercise its right to terminate this Lease by
                               giving LESSEE such written notice, in which event
                               this Lease will terminate as specified in such
                               notice.

20.   NOTICE                   Any Notice from the LESSOR to the LESSEE relating
                               to the Premises or to the occupancy thereof,
                               shall be in writing and be deemed duly served, if
                               mailed to the Notice Address in Section 1 of this
                               Lease, registered or certified mail, return
                               receipt requested, postage prepaid or by
                               overnight carrier, addressed to the LESSEE. Any
                               Notice from the LESSEE to the LESSOR relating to
                               the Premises or to the occupancy thereof, shall
                               be in writing and be deemed duly served, if
                               mailed to the LESSOR by registered ox certified
                               mail, return receipt requested, postage prepaid
                               or by overnight carrier, addressed to the LESSOR
                               at the address in Section 1 of this Lease or such
                               other address as the LESSOR may from time to time
                               advise in writing. All cure periods under this
                               Lease that are triggered by the giving of such
                               notice shall be deemed to commence on the date
                               the notice is received by the recipient or the
                               date on which the recipient refuses delivery,
                               whichever is applicable. All rent notices shall
                               be paid and sent to the LESSOR at its notice
                               address or such other address as may be
                               designated by

                                     - 13 -
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                               LESSOR.

21.  SURRENDER                 The LESSEE shall at the expiration or other
                               termination of this Lease remove all LESSEE'S
                               personal goods and effects from the Premises,
                               (including, without hereby limiting the
                               generality of the foregoing, all signs and
                               lettering affixed or painted by the LESSEE,
                               either inside or outside the Premises). LESSEE
                               shall deliver to the LESSOR the Premises and all
                               keys, locks thereto, and other fixtures connected
                               therewith and all alterations and additions made
                               to or upon the Premises, in good condition,
                               ordinary wear and tear and damage by fire or
                               other casualty excepted. In the event of the
                               LESSEE'S failure to remove any of LESSEE'S
                               property from the Premises, LESSOR is hereby
                               authorized, without liability to LESSEE for loss
                               or damage thereto, and at the sole risk of
                               LESSEE, to remove and store any of the property
                               at LESSEE'S expense, or to retain same under
                               LESSOR'S control or to sell at public or private
                               sale, without notice any or all of the property
                               not so removed and to apply the net proceeds of
                               such sale to the payment of any sum due
                               hereunder, or to destroy such property. The
                               LESSEE shall restore all damage to the Premises
                               which may have occurred during the use of
                               Premises or while vacating the Premises. Any
                               items which the LESSEE installs, which replace
                               items on the Premises when LESSEE took occupancy
                               are deemed to be LESSOR'S property.

22.  BROKERAGE                 LESSEE warrants and represents that LESSEE has
                               dealt with no broker other than the broker listed
                               in Section 1 of this Lease in connection with the
                               consummation of this Lease and, in the event of
                               any brokerage claims against LESSOR predicated
                               upon prior dealings with LESSEE, then LESSEE
                               agrees to defend the same and indemnify LESSOR
                               against any such claim. LESSOR agrees to pay the
                               broker listed in Section 1 of this Lease a
                               commission, and to defend and indemnify LESSEE
                               against any claim by said broker relating to said
                               commission.

23.  LESSOR'S                  The LESSOR is not personally liable under this
     LIABILITY                 Lease. (a) LESSEE specifically agrees to look
                               solely to the LESSOR'S then equity in the
                               Property and to any insurance or condemnation
                               proceeds received by LESSOR for recovery of any
                               judgment from LESSOR it being specifically agreed
                               that LESSOR (original or successor) shall never
                               be personally liable for any such judgment or for
                               the payment of any monetary obligation to LESSEE.
                               The provisions contained in the foregoing
                               sentence are not intended to, and shall not,
                               limit any right the LESSEE might otherwise have
                               to obtain injunctive relief against LESSOR or to
                               take any action not involving the liability of
                               LESSOR to respond in monetary damages from
                               LESSOR'S assets other than from such property.

24.  WAIVER                    Failure on the part of the LESSOR or LESSEE 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 construed as a waiver by
                               LESSOR or LESSEE, respectively, of its rights
                               under this Lease. Further, no waiver at any time
                               of the provisions of this Lease, by LESSOR or
                               LESSEE shall be construed as a waiver of any of
                               the other provisions of this Lease, 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 LESSOR or LESSEE to, or of any action
                               by the other requiring such consent or approval,
                               shall not be construed to waive or render
                               unnecessary LESSOR'S or LESSEE'S consent or
                               approval to or of any subsequent similar act by
                               the other.

25.  STATUS REPORT             Recognizing that both parties may find it
                               necessary to establish to third parties, from
                               time to time, the then current status of
                               performance hereunder, either party will, within
                               ten (10) days after receipt of a request
                               therefore, furnish a statement of the status of
                               any matter pertaining to this Lease, including
                               without limitation, acknowledgments that (or the
                               extent to which) each party is in compliance with
                               its obligations under the terms of

                                     - 14 -
<Page>

                               the Lease.

26.  CONDITION AND             Except as otherwise provided in this Section, the
     AREA                      Premises are being delivered strictly in their
                               condition "as is" and LESSEE acknowledges that it
                               has inspected the same and found them
                               satisfactory. Upon execution of this Lease and
                               LESSOR's receipt of a) contractor invoice(s) with
                               proof of payment, and b) the appropriate release
                               of lien(s), LESSOR shall provide LESSEE with a
                               sum equal to $273,000 (the "Allowance") towards
                               LESSEE'S improvements to the Premises. LESSEE has
                               submitted to LESSOR and LESSOR has approved in
                               writing the plans from Malcolm Blier dated August
                               26, 2002. LESSEE shall submit to LESSOR for
                               reimbursement a written request for payment on
                               account of the Allowance. Accompanying the
                               request shall be a copy of all the appropriate
                               lien releases from the contractor. LESSOR shall
                               reimburse LESSOR for the construction cost in an
                               amount not to exceed the Allowance within thirty
                               (30) days after receipt of LESSEE'S written
                               request.

27.  LESSOR'S                  LESSOR warrants and represents that it is the
     WARRANTY                  owner of record of the Property and that, it has
                               authority to grant the leasehold interest
                               conveyed hereby.

28.  SEVERABILITY              If any term or provision of this Lease, or the
                               application thereof to any person or circumstance
                               shall, to the extent the same shall 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.

29.  RECORDING                 LESSEE agrees not to record this Lease, but, if
                               the Term of this Lease (including any Extended
                               Term) is seven (7) years or longer, each party
                               hereto agrees, on the request of the other, to
                               execute a so-called Notice of Lease in recordable
                               form and complying with applicable law and
                               reasonably satisfactory to LESSOR and LESSEE.
                               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.

30.  HOLDING OVER              Any Holding Over by LESSEE after the expiration
                               of the Term of this Lease shall be treated as a
                               tenancy at sufferance at a rate equal to 150% the
                               Basic Rent then in effect plus Additional Rent
                               and other charges herein provided. LESSEE shall
                               also pay to LESSOR all damages, direct and/or
                               indirect, 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.

31.  GOVERNING                 This Lease shall be governed exclusively by the
     LAW                       provisions hereof and by the laws of the
                               Commonwealth of Massachusetts, as the same may
                               from time to time exist. No amendment,
                               alteration, modification of, or addition to the
                               Lease will be-valid or binding unless expressed
                               in writing and signed by LESSOR and LESSEE.
                               LESSEE agrees to make any modifications of the
                               terms and provisions of this Lease required and
                               requested by any lending institution providing
                               financing for the Building, or Property, as the
                               case may be, provided that no such modifications
                               will adversely affect LESSEE'S rights and
                               obligations under this Lease.

32.  RELOCATION                Intentionally deleted.

33.  ENTIRE                    This Lease and the Exhibits made a part hereof
     AGREEMENT                 contain the entire and only agreement between the
                               parties and any and all statements and
                               representations, written and oral, including
                               previous correspondence and agreements between
                               the parties hereto, are merged herein. LESSEE
                               acknowledges that all representations and
                               statements upon which it relied in executing this
                               Lease are. contained herein and that the LESSEE
                               in no

                                     - 15 -
<Page>

                               way relied upon any other statements or
                               representations, written or oral. Any executory
                               agreement hereafter made shall be ineffective to
                               change, modify, discharge or effect an
                               abandonment of this Lease in whole or in. part
                               unless such executory agreement is in writing and
                               signed by the party against whom enforcement of
                               the change, modification, discharge or
                               abandonment is sought.

34.  RULES &                   LESSEE, its employees, agents, licensees, and
     REGULATIONS               visitors will at all times, observe faithfully,
                               and comply strictly with, the Rules and
                               Regulations set forth in Exhibit E. LESSOR may
                               from time to time-reasonably amend, delete, or
                               modify existing Rules and Regulations, or adopt
                               reasonable new Rules and Regulations for the use,
                               safety, cleanliness, and care of the Premises and
                               the Property, and the comfort, quiet, and
                               convenience of occupants of the Property,
                               provided such amendments, deletions,
                               modifications, or new rules do not reduce the
                               services to be provided by LESSOR under this
                               Lease, restrict LESSEE'S access to the Premises,
                               or otherwise interfere with LESSEE'S use and
                               occupancy of the Premises in the manner
                               contemplated by this Lease.. Modifications or
                               additions to the Rules and Regulations will be
                               effective upon thirty (30) days' prior written
                               notice to LESSEE from LESSOR. In the event of any
                               breach of any Rules or Regulations beyond
                               applicable notice and cure periods or any
                               amendments or additions to such Rules and
                               Regulations, LESSOR will have all remedies that
                               this Lease provides for default by LESSOR, and
                               will in addition have any remedies available at
                               law or in equity, including the right to enjoin
                               any breach of such Rules and Regulations. LESSOR
                               will not be liable to LESSEE for violation of
                               such Rules and Regulations by any other tenant,
                               its employees, agents, visitors, or licensees or
                               any other person. In the event of any conflict
                               between the provisions of this Lease and the
                               Rules and Regulations, the provisions of this
                               Lease will govern. LESSOR covenants and agrees
                               that all Rules and Regulations shall be uniformly
                               applied and enforced.

35.  OPTION TO                 Provided that at the time of such exercise (i)
     EXTEND                    there then exists no Default of LESSEE beyond
                               applicable notice and cure periods, and (ii) this
                               Lease is then in full force and effect, LESSEE
                               shall have the right and option to extend the
                               term of this Lease for one (1) extended term of
                               five (5) years (the "Extended Term"). The
                               Extended Term shall commence on the day
                               immediately succeeding the expiration date of the
                               Initial Term, and shall end on the day
                               immediately preceding the fifth anniversary of
                               the first day of such Extended Term. LESSEE shall
                               exercise such option to extend by giving written
                               notice to LESSOR of its desire to do so not
                               earlier than twelve (12) months and not later
                               than six (6) months prior to the expiration date
                               of the Initial Term. Provided the conditions of
                               clauses (i), (ii) and (iii) of this section shall
                               have been satisfied, the giving of such notice by
                               LESSEE shall automatically extend the Term of
                               this Lease for the Extended Term, and no
                               instrument of renewal need be executed. In the
                               event that LESSEE fails to give such notice to
                               LESSOR, this Lease shall automatically terminate
                               at the end of the Initial Term, and LESSEE shall
                               have no further option to extend the Term of this
                               Lease. It is agreed that time is of the essence
                               with respect to the giving of such notice. The
                               Extended Term shall be on all the terms and
                               conditions of this Lease, except that (I) option
                               to extend that Term of this Lease shall be
                               deleted, and (II) the Basic Rent for the Extended
                               Term shall be at Fair Market Value. LESSOR shall
                               designate Fair Market Value, (the "Fair Market
                               Value") by written notice to LESSEE within sixty
                               (60) days of receipt of notice from LESSEE. If
                               LESSEE disagrees with such designation, (the
                               "Designation"), LESSEE shall by written notice,
                               advise LESSOR of such disagreement; otherwise
                               LESSEE shall conclusively be deemed to have
                               agreed to such Designation.

                               In the event that the Parties are unable to agree
                               within thirty (30) days after LESSOR'S receipt of
                               LESSEE'S notice of disagreement, then each Party
                               shall appoint a reputable, independent appraiser,
                               who is a member of the Member Appraisal Institute
                               of the

                                     - 16 -
<Page>

                               American Institute of Real Estate Appraisers and
                               who has at least ten (10) years of experience
                               appraising commercial office space in
                               Massachusetts. Each appraiser so appointed shall
                               be instructed to determine independently the Fair
                               Market Value and then confer. If the two
                               appraisers are unable to determine a Fair Market
                               Value acceptable to both parties within
                               forty-five (45) days after their appointment,
                               they shall appoint a third appraiser. The
                               Designation of this appraiser shall be considered
                               final.

36.  RIGHT OF FIRST            If at any time during the Term of this Lease,
     OFFER                     LESSOR shall desire to lease any space consisting
                               on 10,000 square feet or larger located on the
                               fifth or seventh floors of the Building, (the
                               "First Offer Space") after any pre-existing
                               rights, LESSOR shall notify LESSEE and set forth
                               the terms and conditions on which LESSOR is
                               willing to lease the First Offer Space,
                               including, without limitation, rent, term,
                               build-out allowance and other incentives or
                               inducements to lease, if any. Provided that the
                               time of such exercise (i) there then exists no
                               Default of LESSEE beyond applicable notice and
                               cure periods and (ii) this Lease is then if full
                               force and effect, LESSEE may, by giving notice in
                               writing to LESSOR within seven (7) Business Days
                               after receipt of LESSOR'S notice, elect to lease
                               the First Offer Space on the terms so offered by
                               LESSOR. If LESSEE shall so elect to lease the
                               First Offer Space, it shall within ten (10)
                               business days after such election enter into an
                               amendment to this Lease incorporating the terms
                               and contained in LESSOR'S notice. If LESSEE shall
                               not elect to lease the First Offer Space within
                               such five (5) Business Day period, or shall fail
                               to enter into such amendment to this Lease within
                               such ten (10) day period, LESSEE shall have no
                               further rights under this section with respect to
                               the First Offer Space and LESSOR shall be free to
                               lease any or all of such space to other parties.

                               Notwithstanding anything to the contrary
                               contained in this Section 36, LESSOR acknowledges
                               and agrees that LESSEE'S right of first offer
                               shall continue to exist during the entire Term of
                               this Lease, and that LESSEE'S failure to exercise
                               such right with respect to any First Offer Space
                               shall not affect LESSEE'S right to exercise such
                               right with respect to any subsequent First Offer
                               Space. LESSEE'S failure to exercise said right
                               with respect to any First Offer Space shall not
                               be deemed to extinguish said right with respect
                               to any other First Offer Space.

37.  MISCELLANEOUS             LESSEE shall have the exclusive use of the
                               Caterpillar model SR-4 emergency generator and
                               related equipment (collectively, the "Emergency
                               Generator") located in storage room B-24 in the
                               basement of the Building. LESSOR and LESSEE
                               acknowledge that the Emergency Generator is being
                               leased to LESSEE in "as is" condition. In
                               exchange for the exclusive use of the Emergency
                               Generator, shall pay to LESSOR a monthly fee (the
                               "Emergency Generator Fee") in the amount of
                               $167.00 during the Initial Term and any Extended
                               Terms of this Lease. LESSEE shall at all times
                               maintain a preventative maintenance contract for
                               the Emergency Generator.

                               LESSEE shall maintain at LESSEE'S sole cost and
                               expense a preventative maintenance program for
                               the specialty heat pump units located in the
                               Premises as well as the associated rooftop
                               equipment that services LESSEE'S server rooms.

IN WITNESS WHEREOF, the said parties hereunto set their hands and seals as of
the date above.

<Table>
<S>                                            <C>
LESSEE:  First Marblehead Corporation          LESSOR:  OMV Associates Limited Partnership
                                                        BY: Park Square Corporation - its General
                                                        Partner
                                                        BY: Richard D. Cohen - its President

BY: /s/ Ralph James                                     /s/ Richard D. Cohen
    -------------------------------------               ------------------------------------------
</Table>

                                     - 17 -
<Page>

                                    EXHIBIT A

                                    Premises


                                    [Picture]

                                  Sixth Floor Stacking Plan
                                  The Park Square Building

                                     - 18 -
<Page>

                                    EXHIBIT B


Intentionally deleted.

                                     - 19 -
<Page>

                                    EXHIBIT C

                      ITEMS INCLUDED IN OPERATING EXPENSES

A.   Without limitation, Operating Expenses shall include:

1.   All expenses incurred by Lessor or Lessor's agents which shall be directly
     related to employment of personnel for the Property, 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 Lessor or Lessor's agents pursuant to any
     collective bargaining agreement for the services of employees of Lessor or
     Lessor's agents in connection with the operation, repair, maintenance,
     cleaning, management and protection of the Property, and its mechanical
     systems including, without limitation, day and night supervisors, property
     manager, accountants, bookkeepers, janitors, carpenters, engineers,
     mechanics, electricians and plumbers and personnel engaged in supervision
     of any of the persons mentioned above; provided that, if any such employee
     is also employed for other property of Lessor, such compensation shall be
     suitably prorated among the Property and such other properties.

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

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

4.   Where the Property is managed by Lessor or an affiliate of Lessor, a sum
     equal to the amounts customarily charged by management firms in the
     Boston/Brookline area for similar properties, but in no event more than
     four percent (4%) of gross annual income, whether or not actually paid, or
     where managed by other than Lessor or an affiliate thereof, the amounts
     charged for management shall not exceed four percent (4%), together with,
     in either case, reasonable amounts charged for legal and other professional
     fees relating to the Property, but excluding such fees and commissions paid
     in connection with negotiating, terminating, or renewing leases, licenses,
     occupancy agreements, and service agreements, (ii) services rendered in
     connection with the appeal or contest of any real estate taxes, (iii)
     services rendered in connection with insurance or condemnation claims or
     adjustments, (iv) services rendered in connection with any title claims or
     the granting of any easements, and (v) administration and operation of the
     Premises.

5.   Reasonable premiums for insurance against damage or loss to the Property
     from such hazards as shall from time to time be required by mortgagees.

6.   If, during the Term of this Lease, Lessor 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 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 the
     annual charge-off of such capital expenditure; and the useful life shall be
     determined reasonably by Lessor in accordance with generally accepted
     accounting principles and practices in effect at the time of making such,
     expenditure. The amount billed to LESSEE on account of capital expenditures
     in any Operating Year shall not exceed $1,250.

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

8.   Betterment assessments provided the same are apportioned equally over the
     longest period permitted by law, and any other governmental charges or
     taxes not included in Taxes, including linkage payments, if any.

                                     - 20 -
<Page>

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

B.   OPERATING EXPENSES SHALL NOT INCLUDE THE FOLLOWING:

1.   Repairs or other work occasioned by fire, windstorm or other casualty of an
     insurable nature or by the exercise of eminent domain.

2.   Costs of leasing, including, without limitation, leasing commissions,
     attorneys' fees, costs and disbursements, buy-outs, contributions, and
     other expenses incurred in connection with negotiations with lessees,
     occupants, or prospective lessees or occupants.

3.   LESSOR'S cost of electricity and other services that are sold to lessees
     and for which LESSOR is entitled to be reimbursed by lessees as an
     additional charge or rental over and above the basic rent payable under the
     lease with such lessees.

4.   Depreciation.

5.   Expenses in connection with services or other benefits of a type which are
     not provided LESSEE but which are provided to another lessee or occupant.

6.   Costs incurred due to violation by LESSOR or any lessee of the terms and
     conditions of any lease.

7.   Any costs, fines or penalties incurred due to violations by LESSOR of any
     governmental law, rule or authority.

8.   Costs associated with compliance with general building codes or laws in
     effect prior to the execution of this Lease relating to the Building.

9.   Costs which are reimbursed to LESSOR by insurance proceeds or any other
     third party.

10.  Costs covered by warranties or guaranties.

11.  Advertising, marketing, and promotional expenses.

12.  All legal fees and disbursements.

13.  All financing costs, including points, commissions and legal fees and
     disbursements; and all amortization and interest payments.

14.  Rent under any ground, master or other superior lease.

15.  Contributions to reserves.

16.  If any service is provided by an affiliate or subsidiary of LESSOR or the
     managing agent, the cost of such service shall not exceed the reasonable
     and customary cost charged by an independent third party performing the
     same services.

17.  If any work is performed by a third party pursuant to a service contract
     with LESSOR, and if the cost of such work, if performed by LESSOR, would be
     excluded from Operating Expenses, then the cost of such work by the third
     party shall also be excluded.

                                     - 21 -
<Page>

                                    EXHIBIT D

                             Plans & Specifications

Intentionally deleted.

                                     - 22 -
<Page>

                                    EXHIBIT E

                               Rules & Regulations

     1.   LESSOR may from time to time adopt appropriate systems and procedures
for the security or safety of the Building, any persons occupying, using or
entering the Building, or any equipment, finishings, or contents of the
Building, and LESSEE will comply with LESSOR'S requirements relative to such
systems and procedures.

     2.   The sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building will not be obstructed by any tenant or used for any
purpose other than for ingress to and egress from the Building. The halls,
passages, exits, entrances, elevators, escalators, and stairways are not for the
general public, and LESSOR will in all cases retain the right to control and
prevent access to such halls, passages, exits, entrances, elevators, and
stairways of all persons whose presence in the judgment of LESSOR would be
prejudicial to the safety, character, reputation, and interests of the Building
and its tenants, provided that nothing contained in these rules and regulations
will be construed to prevent such access to persons with whom any tenant
normally deals in the ordinary course of its business, unless such persons are
engaged in illegal activities. No lessee and no employee or invitee of any
tenant will go upon the roof of the Building except such roof or portion of such
roof as may be contiguous to a Premises of a particular tenant and may be
designated in writing by LESSOR as a roof deck or roof garden area. No tenant
will be permitted to place or install any object (including without limitation
radio and television antennas, loudspeakers, sound amplifiers, microwave dishes,
solar devices, or similar devices) on the exterior of the Building or on the
roof of the Building.

     3.   No sign, placard, picture, name advertisement, or written notice
visible from the exterior of LESSEE'S Premises will be inscribed, painted,
affixed, or otherwise displayed by LESSEE on any part of the Building or the
Premises without the prior written consent of LESSOR. LESSOR will adopt and
furnish to LESSEE general guidelines relating to signs inside the Building on
the office floors. LESSEE agrees to conform to such guidelines. All approved
signs or lettering on doors will be printed, painted, affixed, or inscribed at
the expense of the LESSEE by a person approved by LESSOR. Other than window
treatments expressly permitted by LESSOR and building standard window
treatments, material visible from outside the Building will not be permitted. In
the event of the violation of this rule by LESSEE, LESSOR may remove the
violating items without any liability, and may charge the expenses incurred by
such removal to the tenants or tenants violating this rules.

     4.   No cooking will be done or permitted by any LESSEE on the Premises,
except in areas of the Premises which are specially constructed for cooking and
except that use by LESSEE of microwave ovens and Underwriters' Laboratory
approved equipment for brewing coffee, tea, hot chocolate, and similar beverages
will be permitted, provided that such use is in accordance with all applicable
federal, state and city laws, codes, ordinances, rules and regulations.

     5.   No LESSEE will employ any person or persons other than the cleaning
service of LESSOR for the purpose of cleaning the Premises, unless otherwise
agreed to by LESSOR in writing. Except with the written consent of LESSOR, no
person or persons other than those approved by LESSOR will be permitted to enter
the Building for the purpose of cleaning it. No LESSEE will cause any
unnecessary labor by reason of such LESSEE'S carelessness or indifference in the
preservation of good order and cleanliness. Should LESSEE'S actions result in
any increased expenses for any required cleaning, LESSOR reserves the right to
assess LESSEE for such expenses.

     6.   The toilet rooms, toilets, urinals, wash bowls and other plumbing
fixtures will not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, or other foreign substances will
be thrown in such plumbing fixtures. All damages resulting from any misuse of
the fixtures will be borne by the tenant who, or whose servants, employees,
agents, visitors, or licensees, caused the same.

     7.   No LESSEE, or LESSEE'S invitees or licensees, will in any way deface
any part of the Premises or the Building of which they form a part. In those
portions of the Premises where carpet has been provided directly or indirectly
by LESSOR, LESSEE will at its own expense install and maintain pads to protect
the carpet under all furniture having casters other than carpet casters.

                                     - 23 -
<Page>

     8.   No LESSEE will alter, change, replace, or rekey any lock or install a
new lock or a knocker on any door of the Premises. LESSOR, its agents, or
employees will retain a pass (master) key to all door locks on the Premises. Any
new door locks required by LESSEE or any change in keying of existing locks will
be installed or changed by LESSOR following tenant's written request to LESSOR
and will be at LESSEE'S expense. all new locks and rekeyed locks will remain
operable by LESSOR'S pass (master) key. LESSOR will furnish each tenant, free of
charge, with two (2) keys to each suite entry door lock on the Premises. LESSOR
will have the right to collect a reasonable charge for additional keys and cards
requested by any tenant. Each tenant, upon termination of its tenancy, will
deliver to LESSOR all keys and access cards for the Premises and Building that
have been furnished to such tenant.

     9.   The elevator designated for freight by LESSOR will be available for
use by all tenants in the Building during the hours and pursuant to such
procedures as LESSOR may determine from time to time. The persons employed to
move LESSEE'S equipment, material, furniture, or other property in or out of the
Building must be acceptable to LESSOR. The moving company must be a locally
recognized professional mover, whose primary business is performing of
relocation services, and must be bonded and fully insured. A certificate or
other verification of such insurance must be received and approved by LESSOR
prior to the start of any moving operations. Insurance must be sufficient, in
LESSOR'S sole opinion, to cover all personal liability, theft or damage to the
Project, including but not limited to floor coverings, doors, walls, elevators,
stairs, foliage, and landscaping. Special care must be taken to prevent damage
to foliage and landscaping during adverse weather. All moving operations will be
conducted at such times and in such a manner as LESSOR will direct, and all
moving will take place during non-Business Hours unless LESSOR agrees in writing
otherwise. LESSEE will be responsible for the provision of building security
during all moving operations, and will be liable for all losses and damages
sustained by any party as a result of the failure to supply adequate security.
LESSOR will have the right to prescribe the weight, size, and position of all
equipment, materials, furniture, or other property brought into the Building.
Heavy objects will, if considered necessary by LESSOR, stand on wood strips of
such thickness as is necessary to properly distribute the weight. LESSOR will
not be responsible for loss of or damage to any such property from. any cause,
and all damage done to the building by moving or maintaining such property will
be repaired at the expense of LESSEE. LESSOR reserves the right to inspect all
such property to be brought into the building and to exclude from the Building
all such property which violates any of these rules and regulations or the Lease
of which these rules and regulations are a part. Supplies, goods, materials,
packages, furniture, and all other items of every kind delivered to or taken
from the Premises will be delivered or removed through the entrance and route
designated by LESSOR, and LESSOR will not be responsible for the loss or damage
of any such property.

     10.  No lessee will use or keep in the Premises or the building any
kerosene, gasoline, or inflammable or combustible or explosive fluid or material
or chemical substance other than limited quantities of such materials or
substances reasonably necessary for the operation or maintenance of office
equipment or limited quantities of cleaning fluids and solvents required in
lessee's normal operations in the Premises, which shall be stored in accordance
with applicable law. Without LESSOR'S prior written approval, no lessee will use
any method of heating or air conditioning other than that supplied by LESSOR. No
lessee will use or keep or permit to be used or kept any foul or noxious gas or
substance in the Premises.

     11.  Lessees shall not, prior to or during the Term, either directly or
indirectly, employ or permit the employment of any contractor, mover, mechanic
or laborer, or permit any materials in the Premises, if the use of such
contractor, mover, mechanic or laborer or such materials would, in LESSOR'S
opinion, create any difficulty, strike or jurisdictional dispute with other
contractors, movers, mechanics or laborers engaged by LESSOR, lessee, or others,
or would in any way disturb the construction, maintenance, cleaning, repair,
management, security or operation of the Building, Project or any part thereof.
Any lessee, upon demand by LESSOR, shall cause all contractors, movers,
mechanics, laborers or materials causing such interference, difficulty or
conflict to leave or be removed from the Project immediately.

     12.  LESSOR will have the right to prohibit any advertising by LESSEE
mentioning the Building, that in LESSOR'S reasonable opinion, tends to impair
the reputation of the Building or its desirability as a building for offices,
and upon written notice from LESSOR, LESSEE will refrain from or discontinue
such advertising.

                                     - 24 -
<Page>

     13.  LESSEE will not bring any animals (except "Seeing Eye" dogs) or birds
into the building, and will not permit bicycles or other vehicles inside or on
the sidewalks outside the Building except in areas designated from time to time
by LESSOR for such purposes.

     14.  All persons entering or leaving the building between the hours of 6
p.m. and 8 a.m. Monday through Friday, and at all hours on Saturdays, Sundays,
and holidays will comply with such off-hour regulations as LESSOR may establish
and modify from time to time. LESSOR reserves the right to limit reasonably or
restrict access to the Building during such time periods.

     15.  Each lessee will store all its trash and garbage within its Premises.
No material will be placed in the trash boxes or receptacles if such material is
of such nature that it may not be disposed of in the ordinary and customary
manner of removing and disposing of trash and garbage without being in violation
of any law or ordinance governing such disposal. All garbage and refuse disposal
will be made only through entryways and entryways and elevators provided for
such purposes and at such times as LESSOR designates. Removal of any furniture
or furnishings, large equipment, packing, crates, packing materials, and boxes
will be the responsibility of each lessee and such items may not be disposed of
in the Buildings trash receptacles nor will they be removed by the Building's
janitorial service, except at LESSOR'S sole option and at the lessee's expense;
No furniture, appliances, equipment, or flammable products of any type may be
disposed of in the Building trash receptacles.

     16.  Canvassing, peddling, soliciting, and distributing handbills or any
other written materials in the Building are prohibited, and each lessee will
cooperate to prevent the same.

     17.  The requirements of the lessee's will be attended to only upon
application by written, personal, or telephone notice at the office of the
Building. Employees of LESSOR or LESSOR'S agent will not perform any work or do
anything outside of their regular duties unless under special instructions from
LESSOR.

     18.  A directory of the Building will be provided for the display of the
name and location of tenants only. all entries on the Building directory display
will conform to standards and style set by LESSOR in its sole discretion. Space
on any exterior signage will be provided in LESSOR'S sole discretion. No lessee
will have any right to the use of any exterior sign.

     19.  LESSEE will see that the doors of the Premises are closed and locked
and that all water faucets, water apparatus, and utilities are shut off before
LESSEE or LESSEE'S employees leave the Premises, so as to prevent waste or
damage, and for any failure to comply or carelessness in this regard LESSEE will
make good all injuries sustained by other tenants or occupants of the Building
or LESSOR. On multiple-tenancy floors, all lessee's will keep the doors to the
Building corridors closed at all times except for ingress or egress.

     20.  LESSEE will not conduct itself in any manner that is inconsistent with
the character of the building as a first quality building or that will impair
the comfort and convenience of other tenants in the Building.

     21.  No act or thing done or omitted to be done by LESSOR or LESSOR'S agent
during the term of the Lease in connection with the enforcement of these rules
and regulations will constitute an eviction by LESSOR of any lessee nor will it
be deemed an acceptance of surrender of the Premises by any lessee, and no
agreement to accept such termination or surrender will be valid unless in a
writing signed by LESSOR. The delivery of keys to any employee or agent of
LESSOR will not operate as a termination of the Lease or a surrender of the
Premises unless such delivery of keys is done in connection with a written
instrument executed by LESSOR approving the termination or surrender.

     22.  In these rules and regulations, the term "lessee" includes the
employees, agents, invitees, and licensees of LESSEE and others permitted by
LESSEE to use or occupy the Premises.

     23.  LESSOR may waive any one or more of these rules and regulations for
the benefit of any particular lessee or lessees, but no such waiver by LESSOR
will be construed as a waiver of such rules and regulations in favor of any
other lessee or lessees, nor prevent LESSOR from enforcing any such rules and
regulations against any or all of the lessees of the Building after such waiver.

                                     - 25 -
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     24.  These rules and regulations are in addition to, and will not be
construed to modify or amend, in whole or in part, the terms, covenants,
agreements, and conditions of the Lease.

                                     - 26 -
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                                    EXHIBIT F

                             Cleaning Specifications

     Provide services five nights a week, Monday through Friday between the
hours of 5 p.m. & 10 p.m.

     MAIN LOBBY(S):

     DAILY:

     Sweep and wash flooring. Lobby floor to be maintained in accordance with
Capital Properties, Inc. specifications.

     All ash urns to be emptied, black matter to be replaced as necessary.

     All elevator doors to be wiped down and polished every night. Lobby wall to
be dusted within hand reach.

     All glass including doors, both sides, windows within reach of cleaner and
floor directories to be cleaned and polished.

     Smudges and fingerprints to be wiped from walls, switchplates, doors,
counters, elevator call buttons and elsewhere as needed.

     All planters to be polished and arranged property on floor.

     All brass surfaces to be wiped down.

     Wash all rubber mats.

     MONTHLY:

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

     QUARTERLY:

     Dusting of high-hats and diffusers

     Maintenance of lobby floors in accordance of Capital Properties
specifications.

     ELEVATORS:

     DAILY:

     All wall surfaces to be cleaned and polished every night.

     All door tracts to be vacuumed and polished.

     WEEKLY:

     Stainless steel ceiling panels to be cleaned and polished.

     GENERAL AND PRIVATE OFFICES, RECEPTION AREA, CONFERENCE ROOMS,

     HALLWAYS, STAIRWELLS, ETC.:

     NIGHTLY:

                                     - 27 -
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     Empty all wastebaskets, replace liners. Liners to be supplied by Capital
Properties.

     Empty all ashtrays, damp wipe and polish.

     Dust all desks, chairs, tables, office furniture and equipment, window
sills, ledges, horizontal surfaces, etc.

     Wash and sanitize sides and tops of all water coolers.

     Hand dust all grill work within normal reach.

     Remove all fingermarks from private entrance doors, light switches and
doorways.

     Spot clean walls around light switches, door jambs, etc.

     Wipe clean all brass and other bright work.

     Spot clean all glass partitions.  (both sides)

     Remove and dust under all desk equipment and telephone and replace same.

     THOROUGHLY vacuum all carpeting.

     Dry mop V.C.T. flooring.  Damp mop spillage on V.C.T. flooring.

     WEEKLY:

     Damp mop and spray buff V.C.T. flooring.

     Dust coat racks, and the like.

     Wash both sides of all glass partitions.

     Remove and dust under all desk equipment and telephone and replace same.

     QUARTERLY:

     Render high dusting not reached in daily cleaning to include.

     SEMI-ANNUALLY:

     Dust diffusers, ceiling comers and high dusting above 72"

     ANNUALLY:

     Machine strip and refinish V.C.T. flooring.

     B.  RESTROOMS:

     NIGHTLY:

     Clean all bowl faces.

     Clean and sanitize all toilets and urinals.

     Clean all bright work.

                                     - 28 -
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     Clean mirrors.

     Wash both sides of all toilet seats.

     Empty ashtrays and clean inside and outside.

     Empty waste receptacles, clean outside and replace plastic liners. Liners
furnished by Capital Properties, Inc.

     Empty sanitary napkin disposal units.

     Replace expendable items (hand towels, toilet tissue, hand soap). Products
finished by Capital Properties, Inc.

     Spot clean partitions, walls and entry doors.

     Sweep and wash (with a disinfectant cleaner) bathroom floors.

     WEEKLY:

     Clean showers. (If any)

     MONTHLY:

     Remove cobwebs from ceilings and corners.

     Clean diffusers.

     Dust above 72".

     Wash partitions and walls.

     MONTHLY:

     Machine scrub lavatory floors.

     SEMI-ANNUALLY:

     Machine scrub and refinish (using a water sealer)

     CAFETERIA/KITCHEN:

     NIGHTLY:

     Empty all waste containers, clean exteriors and replace liners. Liners
supplied by Capital Properties, Inc.

     Wash and sanitize table tops and counters.

     Clean kitchen sink.

     Damp mop and spray buff V.C.T. flooring.

     MONTHLY:

     Spray buff all hard surface floor area.

                                     - 29 -
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     ANNUALLY:

     Machine strip and refinish all V.C.T. flooring.

     GENERAL:

     NIGHTLY:

     Remove all trash to designated area in accordance with any recycling
programs that may be in effect.

     Clean janitor closets at end of shift, leave all equipment neat and
orderly.

     Maintain daily log.

                                     - 30 -