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                                                                   EXHIBIT 10.34

                                    SUBLEASE

     THIS SUBLEASE (the "Sublease") is made as of the 29th day of March, 2002
between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation
("Sublessor") and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation
("Sublessee").

                                   WITNESSETH

     WHEREAS, reference is hereby made to a certain Lease by and between OMV
Associates Limited Partnership, as landlord, and New England Life Insurance
Company dated January 29, 1999 (the "Lease") regarding certain premises in the
building known as and numbered 31 Saint James Avenue in Boston, Massachusetts
(the "Building"), which premises is more particularly described in said Lease, a
copy of which is attached hereto as EXHIBIT A; and

     WHEREAS, pursuant to the terms of a certain Assignment of Lease dated
October 1, 2000, New England Life Insurance Company assigned its interest as
tenant under the Lease to Sublessor; and

     WHEREAS, OMV Associates Limited Partnership remains the holder of all of
the landlord's interest under the Lease; and

     WHEREAS, Sublessor desires to sublease to Sublessee, and Sublessee desires
to sublease from Sublessor, the premises described in EXHIBIT B annexed hereto,
together with the right to use, in common with others entitled thereto, the
hallways, stairways, and elevators necessary for access to the same, and the
lavatories nearest thereto (the "Subleased Premises").

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be bound, covenant
and agree as follows:

     1.    INCORPORATION BY REFERENCE

     Sublessor hereby subleases to Sublessee and Sublessee hereby subleases and
hires from Sublessor the Subleased Premises upon the terms, covenants and
conditions hereinafter provided. This Sublease is subject and subordinate to all
of the terms and conditions of the Lease. However, unless expressly set forth
herein to the contrary, Sublessee shall not have any expansion rights, renewal
rights, purchase options, rights of first refusal or first offer, holdover
rights, subletting rights, assignment rights, rent concessions and monetary
allowances. Any capitalized terms used in this Sublease but not defined herein
shall have the meaning ascribed to such term in the Lease. Sublessee covenants
and agrees to perform the obligations of Sublessor as "Lessee" in the Lease, as
set forth therein, and Sublessor covenants and agrees, subject to subparagraphs
1(b) and 1(c), below, to perform the obligations of "Lessor" in the Lease or
cause Prime Lessor to perform same, except to the extent that this Sublease
modifies those obligations and to the extent such obligations, terms and
conditions are not applicable to the Subleased Premises. The terms, provisions,
covenants, and conditions of the Lease are incorporated herein by reference on
the following understandings:

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     (a)   In any case where the Prime Lessor reserves the right to enter the
Subleased Premises pursuant to the Lease, said right shall inure to the benefit
of the Prime Lessor as well as to Sublessor with respect to entry onto the
Subleased Premises, provided that in either case prior written notice shall be
given, except in cases in emergency.

     (b)   With respect to the performance of any other obligations required of
Prime Lessor under the Lease, which may include, however not be limited to,
work, services, repairs, repainting and restoration, Sublessor's sole obligation
shall be to request the same of Prime Lessor, after first receiving a request in
writing from Sublessee, and to use reasonable efforts (excluding litigation) in
order to obtain the same from Prime Lessor.

     (c)   Notwithstanding anything in this Sublease to the contrary, Sublessee
agrees that Sublessor shall not be obligated to furnish for or to Sublessee any
material or service of any nature whatsoever, including, without limitation,
those expressly referred to in the Lease. However, in accordance with provision
(b) above, Sublessor shall be obligated to make reasonable efforts (excluding
litigation) to obtain the performance of and furnishing of such services for the
Subleased Premises by Prime Lessor in accordance with the terms of the Lease.

     (d)   In connection with any alterations, as described in the Lease, which
are desired to be made by Sublessee, during the term of this Sublease, the terms
and conditions of the applicable provisions of the Lease shall be applicable to
this Sublease, except as otherwise provided for herein. Notwithstanding anything
to the contrary set forth herein, or in the Lease, Sublessee shall not make any
alteration, addition, improvement, upgrade or other work (collectively,
"alterations") in or to the Subleased Premises without first obtaining the prior
written consent of Sublessor. All plans and specifications for such work shall
be prepared by Sublessee, at Sublessee's sole cost and expense. Provided that
Prime Lessor shall not require removal, Sublessor agrees that it will not
require Sublessee to remove any of Sublesse's improvements at the expiration of
the Sublease Term. Otherwise, all alterations shall be removed by Sublessee upon
expiration or termination of the Sublease term, pursuant to the terms and
conditions of the Lease. Provided that the Prime Lessor approves any such
alterations, Sublessor's consent to the same shall not be unreasonably withheld,
conditioned, or delayed.

     (e)   With respect to the Subleased Premises, Sublessee shall be entitled
to have the benefit of all work and services to be provided or rendered by Prime
Lessor to Sublessor pursuant to the Lease. In the event that Prime Lessor shall
fail or refuse to comply with any of the terms of the Lease on its part to be
performed affecting the Subleased Premises or the use or occupancy thereof by
Sublessee, not earlier than ten (10) days following written notice to Sublessor
Sublessee shall have the right, in its own name (and in the name of Sublessor if
Sublessee shall obtain Sublessor's prior written approval of the use of its
name, which approval shall not be unreasonably withheld), and at its sole cost
and expense, to require and obtain performance by Prime Lessor pursuant to the
terms of the Lease.

     (f)   This Sublease shall be contingent upon Sublessor obtaining the
written consent of Prime Lessor. Such consent shall be evidenced by Prime
Lessor's execution hereof or by other appropriate written evidence. Such consent
shall specifically extend to the provisions of Section 11(f) hereof. If such
consent is denied, this Sublease shall be automatically deemed

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terminated. If such consent is not received on or before April 15, 2002, either
Sublessor or Sublessee may terminate this Sublease on thirty (30) days written
notice to the other and this Sublease shall terminate at the end of such thirty
(30) day notice period unless the consent is received on or before the end of
such thirty (30) day notice period. Sublessor and Sublessee shall cooperate and
act in good faith to obtain such consent.

     (g)   This agreement is deemed between the parties to be a sublease and not
an assignment.

     (h)   The provisions of the Lease set forth in EXHIBIT D are deemed
specifically excluded from the incorporation by reference of the Lease into this
Sublease.

     2.    TERM

     The term of this Sublease shall commence on April 15, 2002(or such earlier
date as the Prime Lessor consents under Section 1(f) hereof is received) (the
"Sublease Commencement Date") and shall expire on March 30, 2004, unless sooner
terminated pursuant to the terms of the Lease, this Sublease, or any provision
of applicable law. Upon the expiration or earlier termination of this Sublease,
Sublessee shall surrender the Subleased Premises to Sublessor in as good
condition and order as at the commencement of the term, reasonable wear and
tear, and damage by fire or other casualty excepted. If the Subleased Premises
are not surrendered upon the expiration or termination off this Sublease,
Sublessee shall indemnify and hold Sublessor harmless from any and all actions,
claims, demands, damages, liabilities and expenses which may arise out of
Sublessee's continued occupancy of the Subleased Premises, including without
limitation, any liability accruing to Prime Lessor under the Lease. Sublessee's
obligations under this provision shall survive the expiration or earlier
termination of this Sublease.

     3.    RENT

     Sublessee covenants and agrees to pay to Sublessor Monthly Base Rent set
forth in Exhibit C in lawful money of the United States. The Monthly Base Rent
shall be paid in advance on the first day of each month, commencing on Sublease
Commencement Date, without notice or demand and without abatement, deduction,
offset or similar right, except as otherwise provided herein or in the Lease,
and shall be sent to Metropolitan Life Insurance Company, 2400 Lakeview Parkway,
Alpharetta, GA 30004 Attn: Leasing Operations (or to such other address as
Sublessor shall direct in writing, and if Sublessor shall direct in writing,
such amount shall be paid by wire transfer). In the event that the term of this
Sublease begins or ends on any day other than the first day of a calendar month
then the rental payments for such periods shall be prorated on a per diem basis.

     When any provision of this Sublease requires the payment of any sums of
money other than Monthly Base Rent, such sums shall be deemed additional rent,
and shall be due and payable on the date the next Monthly Base Rent payment is
due and payable unless provided otherwise in this Sublease.

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     4.    USE

     Sublessee shall use and occupy the Subleased Premises for executive and
general office purposes and for the purposes otherwise specifically permitted by
the Lease and for no other purpose. Sublessee will not use or suffer or permit
the use of the Subleased Premises, or any part thereof, in any manner which
would violate any provision of the Lease.

     5.    IMPROVEMENTS

     Sublessee accepts the Subleased Premises in its "as is" "where is"
condition, except as set forth in Exhibit C, and acknowledges that no
representation with respect to the condition thereof has been made, provided,
however, that Sublessor shall deliver the Subleased Premises to Sublessee in
broom clean condition, free of all debris and personal property other than the
Furnishings (defined in Exhibit C). Sublessor has no responsibility for
improving the Subleased Premises, performing any work or furnishing any
materials, except as set forth on Exhibit C.

     Notwithstanding anything to the contrary set forth herein, Sublessor shall
not be liable for any loss, cost, expense or damage and this Sublease shall not
be affected and shall not terminate, nor shall the term of this Sublease be
extended, if Sublessor is unable to deliver the Subleased Premises due to fire,
casualty or other events beyond the control of Sublessor. Under such
circumstances the rent reserved and covenanted to be paid herein shall not
commence until Sublessor delivers the Subleased Premises to Sublessee, but
Sublessee shall have the right to terminate this Sublease if the Subleased
Premises are not delivered within 30 days after the Sublease Commencement Date.

     6.    DEFAULT BY SUBLESSEE

     If Sublessee fails to perform any of the terms, covenants and agreements of
the Sublease, including, but not limited to, the payment of any rent, or if any
event of default as described in Section 19 of the Lease shall occur and such
default shall not have been remedied within the shorter of (x) the grace period
set forth in the Lease less five (5) days, or (y) ten (10) days after written
notice from Sublessor (a "Sublessee Default"), Sublessor, in addition to the
remedies given in this Sublease or in the Lease (in regard to the Prime Lessor)
or under law or in equity, may do any one or more of the following:

     (i)   terminate this Sublease, at which time Sublessee shall surrender the
           Subleased Premises to Sublessor;

     (ii)  enter and take possession of the Subleased Premises either with or
           without process of law and remove Sublessee, with or without having
           terminated this Sublease; and

     (iii) alter locks and other security devices at the Subleased Premises.

     (iv)  exercise any other remedy permitted under the law of the State of
           Massachusetts or provided to Prime Lessor under the Lease.

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     Sublessee waives any and all claims for damages incurred by reason of
Sublessor's reentry, repossession, or alteration of locks or other security
devices upon the occurrence of a Sublessee Default, and for damages lawfully
incurred by reason thereof. If Sublessor terminates this Sublease or ends
Sublessee's right to possess the Subleased Premises because of a Sublessee
Default, Sublessor shall hold Sublessee liable for any rent and any additional
rent due hereunder, for the remainder of the term of this Sublease had there
been no Sublessee Default, as well as any and all reasonable costs incurred by
Sublessor in enforcing its remedies hereunder, less the net amount, if any, of
rents collected by Sublessor on account of its sublease of the Subleased
Premises to a third-party for the balance of the term of the Sublease (and in no
event shall Sublessor pay any such rents to Sublessee hereunder).

     No surrender of possession of the Subleased Premises, or any part thereof,
or the surrender of the remaining term of this Sublease, shall release Sublessee
from any of its obligations hereunder unless accepted and expressly agreed to by
Sublessor in writing. The receipt and retention by Sublessor of any rent or any
additional rent due hereunder from anyone other than Sublessee, or with
Sublessor's knowledge of any breach of any covenant, agreement, term or
provision shall not be deemed a waiver of the breach by Sublessee of any
covenant, agreement, term or provision of this Sublease, or as a release of
Sublessee from the further keeping, observance or performance by Sublessee of
the covenants, agreements, terms, provisions and conditions of this Sublease.

     7.    DEFAULT BY SUBLESSOR

     Sublessor covenants and agrees to comply with all of the terms and
conditions of the Lease (to the extent not assumed by Sublessee hereunder)
including, but not limited to, the payment of all Basic Rent and Additional Rent
to Prime Lessor, so long as Subtenant is not in default under this Sublease,
after any applicable notice and beyond any and all applicable grace and cure
periods. Sublessor shall cure any default under the Lease within any applicable
cure period, except to the extent that such default arises from an act or
omission of Sublessee. In the event that the Lease is terminated by the Prime
Lessor as a result of the default of Sublessor and not Sublessee, then Sublessee
may, at its option, pursue all remedies against Sublessor at equity and at law
as are determined by it, including the right to seek damages suffered by
Sublessee in the event that Sublessee vacates the Subleased Premises due to said
default of said Sublessor. Sublessor agrees to indemnify and hold Sublessee, its
successors and assigns, harmless from and against any and all claims, losses,
liabilities, actions and expenses, including reasonable attorneys' fees, to the
extent arising from the negligence or intentional misconduct of Sublessor or the
failure of Sublessor to perform any and all obligations under the Lease other
than those obligations assumed or otherwise undertaken hereunder by Sublessee.
Sublessor agrees that it shall not amend the Lease as the same pertains to the
Subleased Premises without the written consent of Sublessee, which consent shall
not be unreasonably withheld, conditioned, or delayed.

     8.    INDEMNIFICATION

     Sublessee shall indemnify, defend, pay on behalf of and hold harmless
Sublessor and its officers, directors, invitees and agents, employees and
servants from and against any loss, damage, liability, cost, claim or expenses
(including, without limitation, reasonable attorneys'

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fees arising) from or in connection with (i), any act or omission occurring or
failing to occur within the Subleased Premises, except to the extent caused by
the negligence or act of Sublessor (ii) any accident, injury or damage
whatsoever occurring in the Subleased Premises, except to the extent caused by
the negligence or act of Sublessor (iii) any breach of this Sublease by
Sublessee or (iv) any negligence of Sublessee.

     9.    NOTICES

     (a)   Any notice, request or demand permitted or required to be given by
the terms and provisions of this Sublease, either by Sublessor to Sublessee or
by Sublessee to Sublessor, shall be in writing. Such notice, request or demand
shall be sent by certified mail, postage prepaid, return receipt requested, or
by Federal Express or other reputable national overnight courier service
providing a receipt upon delivery. Any such notice, request or demand shall be
addressed to Sublessor or Sublessee, as applicable, as follows:

     If to Sublessor,

           Metropolitan Life Insurance Company
           2400 Lakeview Parkway
           Alpharetta, GA 30004
           Attention: Asst. Vice President, Facilities and Services

     With a copy to:

           Metropolitan Life Insurance Company
           One Madison Avenue
           New York, NY 10010
           Attention: Law Department, Chief Counsel, Corporate

     If to Sublessee,

           The First Marblehead Corporation
           30 Little Harbor
           Marblehead, Mass 01945
           Attn: Ralph James

     With a copy to:

           Pierce Atwood
           One Monument Square
           Portland, ME 04101
           Attn: Richard P. Hackett, Esq.

Either party may, by notice as aforesaid, designate a different address or
addresses for notices, requests or demands to it by notice given in the
foregoing manner at least fifteen (15) days prior to such address being
effective.

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     (b)   All notices shall be effective upon receipt. Rejection or other
refusal to accept or the inability to deliver because of changed address of
which no notice was given shall be deemed to be receipt of the notice sent.

     10.   SECURITY DEPOSIT

     Sublessee shall deposit with Sublessor the sum of $56,250.00 as Security
for the faithful performance and observance by Sublessee of the terms,
provisions and conditions of this Sublease. It is agreed that in the event
Sublessee defaults in respect of any of the terms, provisions and conditions of
this Sublease, including, but not limited to, the payment of rent and additional
rent, Sublessor may use, apply or retain the whole or any part of the Security
so deposited to the extent required for the payment of any rent and additional
rent or any other sum as to which Sublessee is in default or for any sum which
Sublessor may expend or may be required to expend by reason of Sublessee's
default in respect of any of the terms, covenants and conditions of this
Sublease, including, but not limited to, any damages or deficiency in the
re-letting of the Subleased Premises, whether such damages or deficiency accrued
before or after legal proceedings or other re-entry by Sublessor. In the event
that Sublessee shall fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this Sublease, the Security shall be
returned to Sublessee after the date fixed as the end of the Sublease and after
delivery of entire possession of the Subleased Premises to Sublessor. Sublessee
further covenants that it will not assign or encumber or attempt to assign or
encumber the monies deposited herein as Security and that neither Sublessor nor
its successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.

     In lieu of a cash security deposit as contemplated by this Article,
Sublessee may deposit with Sublessor a transferable, irrevocable standby letter
of credit (said letter of credit and any replacement thereof, the "Letter of
Credit") in the amount of FIFTY-SIX THOUSAND TWO HUNDRED FIFTY and NO/100
DOLLARS ($56,250.00). The Letter of Credit and each replacement Letter of Credit
(a "Replacement Letter of Credit") shall (a) be a transferable, irrevocable
standby letter of credit, issued by a bank acceptable to Sublessor, (b) be
transferable any number of times without charge to transferor or transferee, (c)
expire not sooner than the expiration date of the Sublease, or one year after
its issuance if for a shorter period, (d) provide that if the expiry date is
sooner than the Sublease expiration date, its expiry date shall automatically be
extended for an additional year after its expiry date and each extended expiry
date unless, at least sixty (60) days prior to any expiry date, the issuer
notifies Sublessor and others entitled to notice hereunder by certified mail at
their current addresses for notices hereunder, that the expiry date shall not be
extended, and (e) provide that drawings may be made by presentation of a sight
draft without any additional documents or requirements.

     Sublessor shall have the right, without notice, to, draw all or any portion
of the Letter of Credit if (i) in the event that the expiry date is anytime
prior to the Sublease expiration date, a notice is received that the expiry date
of the Letter of Credit will not be extended and a Replacement Letter of Credit
is not received by Sublessor at least thirty (30) days before the expiry date of
the Letter of Credit, (ii) Sublessor reasonably believes that the Letter of
Credit may not be honored upon a drawing and a Replacement Letter of Credit is
not received by

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Sublessor within fifteen (15) days of notice thereof, (iii) Sublessor would be
permitted pursuant to this Article to apply or retain any security if same had
been a cash security deposit thereunder, or (iv) for any reason the Letter of
Credit is to expire within thirty (30) days and a Replacement Letter of Credit
has not been received by Sublessor. Any funds received by Sublessor upon any
drawing upon a Letter of Credit shall be "security" and shall be held, applied
and retained, as provided in this Article. Provided Sublessee is not in default
hereunder, if Sublessor shall hold any cash security deposit pursuant to this
Article, Sublessee may deliver to Sublessor a Replacement Letter of Credit in
the amount required hereby and Sublessor, promptly after receipt thereof, shall
remit to Sublessee said cash security deposit then held by Sublessor. In
addition, Sublessee may replace the Letter of Credit or a Replacement Letter of
Credit with a cash security deposit at any time.

     Sublessee agrees not to seek to enjoin any drawing upon the Letter of
Credit and agrees, within ten (10) days of demand, to deposit with Sublessor as
security as provided in this Article any sums applied or retained by Sublessor
pursuant to this Article, but any such additional deposit shall not be deemed to
be a cure or waiver or any default under this Sublease.

     11.   ASSIGNMENT AND SUBLETTING

     (a)   Sublessee, without Sublessor's prior written consent in each
instance, shall not, voluntarily or involuntarily, by operation of law or
otherwise, assign, transfer, mortgage, pledge or otherwise encumber this
Sublease or further sublease all or any part of the Subleased Premises, or
permit the Subleased Premises or any part thereof to be used or occupied by
others, except as expressly set forth herein. Any request for consent shall
provide the following materials and shall be deemed subject to the following
conditions:

           (i)    Sublessee shall furnish Sublessor with the name and business
     address of the proposed sub-Sublessee or assignee, and information with
     respect to the nature and character of the proposed sub-Sublessee's or
     assignee's business or activities;

           (ii)   All costs incurred with respect to providing reasonable
     appropriate means of ingress and egress from the sublet space or to
     separate the sublet space from the remainder of the Subleased Premises
     shall be borne by Sublessee.

           (iii)  Each assignment or sublease shall specifically state that (A)
     it is subject to all of the terms, covenants; agreements, provisions, and
     conditions of this Sublease and the Lease (except in the case of a
     sublease, the payment of basic annual rent and additional rent and other
     provisions of the Sublease and the Lease which are customarily excluded in
     a sublease and reasonably acceptable to Sublessor), (B) the assignee will
     not have the right to further assign this Sublease or sublet the premises,
     (C) a consent by Sublessor thereto shall not be deemed or construed to
     modify, amend or affect the terms and provisions of this Sublease, or
     Sublessee's obligations hereunder, which shall continue to apply to the
     premises involved, and the occupants thereof, as if the sublease or
     assignment had not been made, (D) if Sublessee defaults in the payment of
     any rent beyond any applicable notice and grace period in this Sublease,
     Sublessor is authorized to collect any rents due or accruing from any
     assignee, sub-Sublessee or other occupant of

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     the Subleased Premises and to apply the net amounts collected to the rent
     and other sums due hereunder, (E) the receipt by Sublessor of any amounts
     from an assignee or sub-Sublessee, or other occupant of any part of the
     Subleased Premises shall not be deemed or construed as releasing Sublessee
     from Sublessee's obligations hereunder or the acceptance of that party as a
     direct subtenant, and (F) with respect to a sublease only, the
     sub-Sublessee will not have the right to further sublet all-or part of the
     Subleased Premises or to allow same to be used by others, without the prior
     written consent of Sublessor.

           (iv)   Sublessee shall reimburse Sublessor within thirty (30) days of
     demand for all reasonable, actual out-of-pocket costs incurred by Sublessor
     to review the proposed assignment or sublease in connection with the
     requested consent, including without limitation, the out of pocket cost of
     making investigations as to the acceptability of the proposed assignee or
     sub-Sublessee and any out of pocket reasonable attorneys' fees incurred by
     Sublessor.

           (v)    The proposed sub-Sublessee or assignee is not an employment or
     recruitment agency, school, college, university or educational institution
     whether or not for profit.

           (vi)   The proposed sub-Sublessee or assignee is not an employment or
     recruitment agency, school, college, university or educational institution
     whether or not for profit.

           (vii)  The proposed sub-Sublessee or assignee is not a government
     entity (domestic or foreign) or any subdivision or agency thereof or
     subject to sovereign or diplomatic immunity;

           (viii) Sublessee is not in default under this Sublease beyond any
     applicable notice and grace periods.

     (b)   The making of any assignment, transfer, mortgage, pledge or other
encumbrance or subletting, in whole or in part, and whether or not in violation
of the provisions of this Sublease, shall not operate to relieve Sublessee from
its obligations under this Sublease and, notwithstanding any such assignment,
transfer, mortgage, pledge, encumbrance or subletting, Sublessee shall be liable
for the payment of all rent, and other charges and for the due performance of
all the covenants, agreements, terms and provisions of this Sublease to the full
end of the term. Each and every assignee, whether as assignee or as successor in
interest of Sublessee or as assignee or successor in interest of any assignee,
shall immediately be and become and remain liable jointly and severally with
Sublessee and with each other for the payment of the rent and other charges
payable under this Sublease and for the due performance of all the covenants,
agreements, terms and provisions of this Sublease on the part of Sublessee to be
paid and performed to the full end of the term.

     (c)   Any consent by Sublessor that may hereafter be given to any act of
assignment, transfer, mortgage, pledge, encumbrance or subletting shall be held
to apply only to the specific

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transaction thereby approved. Such consent shall not be construed as a waiver of
the duty of Sublessee or its successors or assignees to obtain from Sublessor a
consent to any other subsequent assignment, transfer, mortgage, pledge,
encumbrance or subletting or as a modification or limitation of the rights of
Sublessor with respect to the foregoing covenants by Sublessee.

     (d)   If Sublessor consents to an assignment of this Sublease or to a
sublease, Sublessee shall in consideration therefor pay to Sublessor as
additional rent, 50% of the "net profits" generated thereby. The term "net
profits" shall mean, in respect of a sublease, the rental received (including
rental for furnishings) less the rent payable for such space hereunder, and the
reasonable costs of brokerage, legal fees, advertising expenses and construction
costs to prepare the premises for occupancy (all amortized, on a straight line
basis over the term of the sublease) and in respect of an assignment, shall mean
all sums received by Sublessee (including the cost of furnishings less their
then undepreciated value as shown on Sublessee's books) less the reasonable
costs of brokerage, legal fees, advertising expenses and construction costs to
prepare the premises for assignee's occupancy.

     (e)   Sublessor shall not unreasonably withhold or delay its consent to a
request for consent to an assignment of this Sublease or a subletting of all or
a portion of the Subleased Premises so long as Prime Lessor has consented to
same and Sublessee has satisfied the conditions of Paragraph 10(a) above.

     (f)   Notwithstanding anything herein to the contrary, Sublessee may,
without the consent of Sublessor, assign, sublet, or permit the occupancy of all
or a part of the Subleased Premises by the wholly-owned subsidiaries of
Sublessee, specifically First Marblehead Education Resources, Inc. and TERI
Marketing Services, Inc., so long as the Prime Lessor specifically consents to
this clause. This clause shall in no way release or limit the liability of
Sublessee to perform its obligations under this Sublease.

     12.   INUREMENT

     The covenants, agreements, terms, provisions and conditions of this
Sublease shall bind and inure to the benefit of the respective permitted
successors and assigns of the parties hereto with the same effect as if
mentioned in each instance where a party hereto is named or referred to. It is
understood and agreed that the obligations of Sublessor under this Sublease
shall not be binding upon Sublessor with respect to any period subsequent to the
transfer of its interest in the Lease, by operation of law or otherwise, and
that in the event of such transfer or any subsequent transfer, Sublessee agrees
to look solely to the transferee of the Sublessor's interest in the Lease for
the performance of said covenants and obligations, but only with respect to the
period beginning with such transfer and ending with a subsequent transfer
thereof.

     13.   GENERAL PROVISIONS

     (a)   The waiver by Sublessor of a breach of any covenant, obligation or
condition set forth herein shall not be deemed to be a waiver of any subsequent
breach of the same or of any other covenant, obligation or condition of this
Sublease.

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     (b)   This Sublease shall be governed by and construed in accordance with
the laws of the state in which the Subleased Premises are located.

     (c)   This Sublease constitutes the entire agreement between the parties
hereto, shall supersede any other agreements between the parties concerning the
subject matter of this Sublease and may not be modified except by a written
instrument executed by both parties hereto.

     (d)   If any provision of this Sublease is declared invalid or
unenforceable, the remainder of the Sublease shall continue in full force and
effect.

     (e)   Paragraph headings are used herein solely for the convenience of
reference and are not to be construed as a part of this Sublease.

     (f)   This Sublease may be executed in one or more counterparts, each of
which shall constitute an original but all of which together shall constitute
one and the same instrument.

     14.   EXECUTION BY SUBLESSOR

     Until executed by Sublessor and Sublessee, this Sublease shall be of no
force or effect, and submission of a copy or copies thereof to Sublessee shall
not be deemed to constitute an offer to lease, and the return thereof may be
requested by Sublessor at any time.

     15.   BROKER

     Sublessee warrants and represents that Sublessee has had no dealings with
any real estate broker, agent or finder (any such person or entity, a "Broker")
in connection with this transaction except for the Brokers listed on Exhibit C
attached hereto. Sublessee agrees to indemnify, defend, pay on behalf of and
hold harmless Sublessor and its officers, directors, invitees and agents,
employees and servants from and against any loss, damage, liability, cost, claim
or expenses (including, without limitation, reasonable attorney's fees) arising
from or in connection with any claim by any broker, agent or finder, other than
the Brokers, for fees or commissions. Sublessor agrees to pay the fees and/or
commissions due the Brokers listed on Exhibit C pursuant to a separate
agreement.

     IN WITNESS WHEREOF, Sublessor and Sublessee have executed this sublease as
of the day and year first above written.

SUBLESSOR:                                METROPOLITAN LIFE INSURANCE COMPANY


                                          By       /s/ Kevin L. Brandenburg
                                            -------------------------------
                                          Name:  Kevin L. Brandenburg
                                          Title: Assistant Vice President

                                       11
<Page>

SUBLESSEE:                                THE FIRST MARBLEHEAD CORPORATION


                                          By     /s/ Ralph James
                                            -------------------------------
                                          Name:  Ralph James
                                          Title: President

                                       12
<Page>

                                    EXHIBIT A

                                Copy of the Lease
                               and all amendments

                                       13
<Page>

                       CONSENT OF PRIME LESSOR TO SUBLEASE

For $1.00 and other good and valuable consideration, the undersigned OMV
Associates Limited Partnership, as Lessor (the "Lessor") under a certain lease
dated January 29, 1999 (the "Lease") with New England Life Insurance Company,
which Lease has since been assigned (with the consent of Lessor) to Metropolitan
Life Insurance Company ("Lessee") with respect to premises consisting of
approximately 45,500 square feet of office space located at Suite 600, 31 St.
James Avenue, Boston, Massachusetts (the "Leased Premises") hereby consents,
pursuant to Paragraph 13 of the Lease to Lessee subletting to the First
Marblehead Corporation ("Sublessee") a portion of the leased premises pursuant
to that certain Sublease Agreement (the "Sublease") dated March 29, 2002 between
Lessee and Sublessor, including without limitation, section 11(f) of said
Sublease, (and Lessor agrees that Sublessee may assign, sublet or permit the
occupancy of all or part of the Subleased Premises, as defined in the Sublease,
by the wholly owned subsidiaries of Subleasee, specifically First Marblehead
Education Resources, Inc. and TERI Marketing Services, Inc.), for the term set
forth as follows: "this Sublease shall commence on April 15, 2002 (or such
earlier date as the Prime Lessor consents under Section 1 (f) hereof is
received)(the "Sublease Commencement Date") and shall expire on March 30, 2004,
unless sooner terminated pursuant to the terms of the Lease, this Sublease, or
any provision of applicable law.", provided that Lessee shall remain liable to
Lessor for the payment of all rent under the Lease and for the full performance
of the covenants and conditions of the Lease.

                            LESSOR: OMV Associates Limited Partnership

                              By: Park Square Corporation - its General Partner

                              By: Richard D. Cohen - its President


                              /s/ Richard D. Cohen
                              ------------------------------------------------

                                       14
<Page>

                               ASSIGNMENT OF LEASE

     THIS ASSIGNMENT OF LEAS (the "Assignment") is made as of this ___ day of
__________, 2000 (the "Effective Date") between New England Life Insurance
Company, a Massachusetts corporation (the "Assignor") and Metropolitan Life
Insurance Company, a New York corporation (the "Assignee").

                                    RECITALS:

A.   OMV Associates Limited partnership and Assignor entered into that certain
     Lease Agreement dated January 29, 1999 (the "Lease"), regarding certain
     premises consisting of approximately 45,500 square feet of space on the
     sixth (6th) Floor in the building located at 31 Saint James Avenue, Boston,
     Massachusetts 02116. Attached hereto as Exhibit A is a true copy of the
     Lease.

B.   Assignor desires to assign all its right, title and ;interest in the Lease
     to Assignee and Assignee desires to accept such assignment.

                                   AGREEMENT:

NOW, THEREFORE, in consideration of the Recitals, the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

1.   Effective as of the Effective Date, Assignor assigns, transfers and
delivers to Assignee all of Assignor's right, title and interest in the Lease,
together with all appurtenances thereto and all options, if any, set forth
therein and Assignee accepts such transfer, assignment and delivery of the
Lease. Notwithstanding the foregoing, however,

2.   Assignor shall remain liable and shall discharge all of Assignor's
obligations arising under or in connection with the Lease that have accrued
prior to the Effective Date, and shall indemnify, defend and hold Assignee
harmless from and against any and all claims of whatever nature arising from
Assignor's breach or nonperformance of said obligations.

3.   Assignor represents and warrants that: (a) the Lease is valid, current and
in full force and effect; (b) the Lease has not been modified, supplemented or
amended in any way; (c) the Lease has not been transferred, mortgaged or
assigned by Assignor nor has the Lease been encumbered by any judgment,
execution or lien; (d) the Lease constitutes the entire agreement between
Assignor and the landlord as to the premises described in the Lease; and (e) to
Assignor's best knowledge, there is no existing default in the terms and
provisions of the Lease and no event has occurred which, with the passing of
time or the giving of notice or both, would constitute a default under the
Lease.

4.   This Assignment shall be binding upon and inure to the benefit of Assignor
and Assignee and their respective successors and assigns.

<Page>

IN WITNESS WHEREOF, Assignor and Assignee have each executed this Assignment as
of the date first written above.

                              ASSIGNOR:

                              NEW ENGLAND LIFE INSURANCE COMPANY



                              By: [Illegible] A. Bruno
                                  -------------------------------------------
                              Name: [Illegible] A. Bruno
                              Title: Assistant Vice President


                              ASSIGNEE:

                              METROPOLITAN LIFE INSURANCE COMPANY


                              By: Jerome H. Sharkey
                                  -------------------------------------------
                              Name: Jerome H. Sharkey
                              Title: Assistant Vice President

                                      - 2 -
<Page>

                      PARK SQUARE BUILDING COMMERCIAL LEASE

THIS INSTRUMENT IS A LEASE, dated as of January 29, 1999, in which the LESSOR
and LESSEE are the parties hereinafter named, and which relates to space in the
building (the "Building") located at 31 Saint James Avenue, Boston,
Massachusetts 02116. The parties to this instrument hereby agree with each other
as follows:

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

                                      A.      BASIC DATA.

                                              LESSOR: OMV Associates Limited
                                      Partnership

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

                                              LESSEE: New England Life Insurance
                                      Co., a Massachusetts corporation

                                              LESSEE'S Original Address: 501
                                      Boylston Street, Boston, MA 02116-3700

                                              LESSEE'S Notice Address
                                      (Section 20): 501 Boylston Street, Boston,
                                      MA 02116-3700

                                              Basic Rent: $1,592,501/year
                                      $132,708.34/mo.

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

                                              Permitted Uses: General office
                                      use.

                                              Escalation Factor: 10.14%, as
                                      computed in accordance with the Escalation
                                      Factor Computation.

                                              Construction Availability Date:
                                      The day the Premises are available for
                                      Construction, approximately March 1, 1999.
                                      The Construction Availability Date shall
                                      be no later than ninety (90) days after
                                      lease execution by LESSEE.

                                              Commencement Date: Thirty (30)
                                      days following the Construction
                                      Availability Date.

                                              Initial Term: Five 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

<Page>

                                      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 on which such
                                      anniversary shall fall.

                                              Security Deposit: None

                                              Base Operating Expenses: The
                                      actual Operating Expenses for the.
                                      calendar year commencing January 1, 1999
                                      and ending December 31, 1999.

                                              Base Taxes: The actual Taxes for
                                      the Tax Year commencing July 1, 1998 and
                                      ending June 30, 1999.

                                              Electricity: Direct meter to
                                      Boston Edison

                                              Broker: CB/Whittier Partners and.
                                      Cushman & Wakefield of Massachusetts

                                              Emergency Generator Fee: $10,000

                                      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.

                                              Escalation Factor Computation:
                                      Premises Rentable Area divided by the
                                      building rentable area (448,765 square
                                      feet).

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

                                              LESSOR'S Work: As defined in
                                      Section 26.

                                              LESSEE'S Plans: As defined in
                                      Section 26.

                                              Premises: A portion of the
                                      Building as shown on Exhibit

                                      - 2 -
<Page>

                                      A attached hereto.

                                              Extended Term: As defined in
                                      Section 35.

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 hallways, stairways,
                                      and elevators, necessary for access to
                                      said Premises, and lavatories nearest
                                      thereto.

3.   TERM                             The term of this lease shall be for five
                                      years commencing on the Commencement Date
                                      and ending sixty months later.

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 without deduction or set
                                      off.

5.   SECURITY DEPOSIT                 Intentionally omitted.

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, when and as
                                      designated by notice in writing by LESSOR,
                                      but not less than within thirty (30) days
                                      of such notice, the amount of the excess
                                      multiplied by the Escalation Factor. If
                                      the LESSOR obtains an abatement of any
                                      such excess real estate tax, a
                                      proportionate share of such abatement,
                                      less the reasonable fees and costs
                                      incurred in obtaining the same, if any,
                                      shall be refunded to the LESSEE.

7.                                    B. OPERATING. If, in any calendar year,
                                      the Operating Expenses for the Property of
                                      which the Property are a part, are in
                                      excess of the amount of the Base Operating
                                      Expenses, LESSEE will pay to LESSOR, but
                                      not less than within thirty (30) days of
                                      such notice, as additional rent hereunder,
                                      when and as designated by notice in
                                      writing by LESSOR, the amount of the
                                      excess multiplied the Escalation Factor.
                                      Operating expenses are defined for the
                                      purposes of this agreement as: The
                                      aggregate costs or expenses reasonably
                                      incurred by LESSOR with respect to the
                                      operation, administration, cleaning,
                                      repair, maintenance and management of the
                                      premises including, without limitation,
                                      those

                                      - 3 -
<Page>

                                      items enumerated in "Exhibit C" attached
                                      hereto. Any such accounting by LESSOR
                                      shall be binding and conclusive upon
                                      LESSEE unless within ninety (90) days
                                      after that giving by LESSOR of such
                                      accounting, LESSEE shall notify LESSOR
                                      that LESSEE disputes the correctness of
                                      such accounting, specifying the particular
                                      respects in which the accounting is
                                      claimed to be incorrect.

                                      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. Within a
                                      reasonable period at the end of each
                                      fiscal and calendar year, LESSOR shall
                                      provide LESSEE a reconciliation detailing
                                      the total real estate tax or operating
                                      expense due, less LESSEE'S estimated
                                      payments. If the estimated payments are
                                      less than the actual amount due, LESSEE
                                      shall pay the additional amount within
                                      thirty (30) days after invoice. If the
                                      estimated payments are greater than the
                                      actual amount due, LESSOR shall credit to
                                      LESSEE the amount which was escrowed which
                                      is in excess of the amount due. But, in no
                                      event shall LESSOR credit LESSEE for any
                                      amounts which are less than the base year
                                      amount.

                                      D. AUDIT. LESSEE shall have the right, at
                                      its expense to audit LESSOR'S statement of
                                      Operating Expenses or statement of Taxes
                                      in accordance with this clause, such audit
                                      must be (i) conducted by an independent
                                      regionally 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. 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 or 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 reasonably acceptable to LESSOR)
                                      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. LESSEE understands and agrees that
                                      this provision is of material importance
                                      to the LESSOR and that

                                      - 4 -
<Page>

                                      any violation of the terms of this
                                      provision shall result in immediate and
                                      irreparable harm to the LESSOR LESSOR
                                      shall have all rights 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. if the audit
                                      discloses that LESSEE'S Additional Rent
                                      has been overstated, LESSOR shall revise
                                      the applicable components of the
                                      Additional Rent and credit any overpayment
                                      already made to LESSEE to future
                                      Additional Rent due.

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 to provide all other
                                      utility service and to furnish reasonably
                                      hot and cold water and reasonable heat and
                                      air conditioning (68 degrees - 74 degrees
                                      Fahrenheit so long as the outside
                                      temperature does not exceed 95 degrees) to
                                      the Premises, the hallways, stairways,
                                      elevators, and lavatories during normal
                                      building business hours on regular
                                      business days of the heating and air
                                      conditioning seasons of each year, to
                                      furnish elevator service and to light
                                      passageways and stairways during business
                                      hours, and to furnish such cleaning
                                      service as is customary in similar
                                      buildings in Boston, Massachusetts, 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 any
                                      cause beyond the LESSOR'S control.

                                      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. The
                                      electrical service supplying the Premises
                                      is 400 amps, 3 phase, 480 volts.

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

9.   COMPLIANCE WITH LAWS             The LESSEE acknowledges that no trade or
                                      occupation shall be conducted in the
                                      Premises or use made thereof which will be

                                      - 5 -
<Page>

                                      unlawful, improper, 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. LESSOR makes no representation
                                      that uses contemplated by the LESSEE are
                                      permitted by law.

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.
                                      Nor shall LESSEE cause or permit the
                                      storage, use, generation, release or
                                      disposition o any hazardous materials in,
                                      on or about the property by LESSEE, its
                                      agents, employees or contractors, other
                                      than small quantities of hazardous
                                      materials customarily used and properly
                                      stored in an office setting. 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
                                      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 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 attorneys' fees and
                                      costs, arising out of or in connection
                                      with LESSEE'S breach of its obligations in
                                      this Section 10 and caused by the
                                      hazardous materials brought into the
                                      Property by LESSEE, its agents, employees
                                      or contractors. LESSEE will be solely
                                      responsible for and will defend,
                                      indemnify, and hold LESSOR, its agents,
                                      and employees harmless from and against
                                      any and all claims, costs, and
                                      liabilities, including attorneys' fees and
                                      costs, arising out of or

                                      - 6 -
<Page>

                                      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 in violation of this Section.
                                      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 which will cause an extra
                                      insurance premium. However, in the event
                                      that LESSEE does so, the LESSEE shall, on
                                      demand, reimburse the LESSOR, and all
                                      other lessees, all extra insurance
                                      premiums caused by the LESSEE'S use of the
                                      Premises.

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

                                      A. LESSEE'S OBLIGATIONS. On the
                                      Commencement Date, the Premises shall be
                                      in good order 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 before erecting
                                      any sign on the Premises which is visible
                                      from outside the Premises. The LESSEE
                                      shall keep and maintain the Premises in
                                      good order and repair its own expense
                                      except for damage caused by the willful
                                      misconduct or gross negligence of LESSOR,
                                      its agents, employees or contractors. The
                                      LESSOR shall at LESSEE'S expense and upon
                                      LESSEE'S request, furnish and install all
                                      replacement lamps, lighting tubes, bulbs
                                      and ballast's which may be required in the
                                      Premises during the terms hereof, provided
                                      all such items are in good working order
                                      on the Commencement Date.

                                      B. LESSOR'S OBLIGATIONS. The LESSOR agrees
                                      to maintain the structure and common areas
                                      of the building of which the Premises are
                                      a part in the same condition as it is at
                                      the commencement of the Term or as it may
                                      be put in during the Term of this Lease,
                                      reasonable wear and tear, damage by fire
                                      and other casualty only excepted, unless
                                      such maintenance is required because of
                                      the willful misconduct or negligence of
                                      the LESSEE, its agents, employees or
                                      contractors.

                                      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

                                      - 7 -
<Page>

                                      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 service 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 extend that
                                      LESSEE'S use of the Premises is diminished
                                      by such interruption until such services
                                      are restored.

12.  ADDITIONS & ALTERATIONS          The LESSEE shall not make structural
                                      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
                                      or delayed or conditioned. LESSEE shall
                                      have the right to make minor alterations
                                      (less then $5000.00) without LESSOR'S
                                      consent. 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 forthwith without cost to
                                      LESSOR. If such lien is not discharged
                                      within ten (10) days after such filing of
                                      such lien, LESSEE shall furnish LESSOR,
                                      within such ten (10) day period, security
                                      satisfactory to LESSOR in the amount of
                                      150% of the claim plus estimated costs to
                                      discharge the lien. Any alterations or
                                      improvements made by the LESSEE shall
                                      become the property of the LESSOR at the
                                      termination of occupancy as provided
                                      herein.

13.  ASSIGNMENT & SUBLEASING          The LESSEE shall not assign or sublet the
                                      whole or any part of the Premises without
                                      LESSOR'S prior written consent, such
                                      consent shall not be unreasonably
                                      withheld, delayed 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, the amount over after
                                      deduction. of. LESSEE'S costs in
                                      connection with such subleasing or
                                      assignment shall be due to LESSOR. No
                                      assignment or sublease shall release
                                      LESSEE from and LESSEE shall remain fully
                                      liable for, performance of

                                      - 8 -
<Page>

                                      LESSEE'S obligations under the lease.
                                      LESSEE shall not sublease or assign to a
                                      current or prospective tenant of the
                                      Building. Prospective tenants are any
                                      tenant in active lease negotiations with
                                      LESSOR or those tenants who have been
                                      introduced to the Property within thirty
                                      (30) days of LESSEE'S Written notice of
                                      intent to sublease, unless such tenant is
                                      seeking a suite or suite of offices of a
                                      size LESSOR cannot provide elsewhere in
                                      the Building and LESSEE can provide
                                      through a sublease. LESSEE shall not
                                      sublease or assign to any tenant whereby
                                      the sublessee or assignees use violates
                                      the exclusive use of any tenant at the
                                      Property. LESSOR may also elect to
                                      recapture the proposed sublease or assign
                                      premises.

                                      Notwithstanding anything to the contrary
                                      in the Lease, LESSEE shall have the right,
                                      without obtaining LESSOR'S consent, to
                                      sublease all or a portion. of the
                                      Premises, and/or to assign its interest in
                                      this Lease to any Affiliated Entity as
                                      hereinafter defined, provided that tenant
                                      remains liable for all obligations
                                      hereunder. "Affiliated Entity" shall be
                                      defined as any entity that controls, is
                                      controlled by, or is under common control
                                      with, LESSEE; any entity that succeeds to
                                      LESSEE'S business by merger,
                                      reorganization or other form of corporate
                                      reorganization.

14.  SUBORDINATION                    This Lease shall be subject and
                                      subordinate to any and all mortgages,
                                      deeds of trust and other instruments in
                                      the nature of a mortgage, now or at any
                                      time hereafter, a lien or liens on the
                                      property of which the Premises are a part
                                      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 said
                                      mortgages, deeds of trust or other such
                                      instruments in the nature of a mortgage.
                                      In the event that LESSEE fails or refuses
                                      to execute same, LESSOR may do so as
                                      LESSEE'S Attorney-in-Fact. LESSEE agrees
                                      that LESSOR may at any time, and from time
                                      to time, transfer and assign its interest
                                      in this Lease, either in connection with a
                                      sale and transfer of title to the real
                                      estate on which the Leased Premises are
                                      situated, or for the purpose of
                                      mortgaging, pledging or hypothecating said
                                      lease as security, for a mortgage loan on
                                      the real estate on which the Leased
                                      Premises are located. LESSEE agrees to
                                      subordinate this lease to such mortgage if
                                      required by the mortgagee provided the
                                      holder thereof shall agree that in the
                                      event of foreclosure, the right of LESSEE
                                      to possession hereunder shall remain
                                      undisturbed so long as there is no default
                                      in the performance and observance of the
                                      terms, covenants and conditions of this
                                      Lease on the part of LESSEE to be observed
                                      and performed. LESSOR agrees to obtain
                                      within

                                      - 9 -
<Page>

                                      sixty (60) days after commencement of the
                                      Lease and to deliver to LESSEE the written
                                      agreement of the mortgagee or beneficiary
                                      under each mortgage or deed of trust on
                                      the Building or the Property or on any
                                      ground or underlying leases of all or any
                                      portion thereof, and all renewals,
                                      modifications, consolidations,
                                      replacements and extensions thereof, to
                                      which the Lease is made subordinate, which
                                      provides that so long as LESSEE is not in
                                      default under the Lease and provided that
                                      LESSEE agrees in writing to. attorn to
                                      such mortgagee, beneficiary or the
                                      purchaser at a foreclosure sale, the Lease
                                      and LESSEE'S right to possession of the
                                      Premises shall not be disturbed or
                                      interrupted in the event of, the
                                      foreclosure of such mortgage or deed of
                                      trust and the sale of the Building pd
                                      Property as a result thereof, and that
                                      LESSEE shall not be made a party to any
                                      action or proceeding brought by the holder
                                      of such mortgage or deed of trust to
                                      foreclose the same, unless required by
                                      law, in which event no affirmative relief
                                      shall be sought against LESSEE in such
                                      action or proceeding.

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
                                      prospective purchasers, lenders or tenants
                                      (during the last fifteen (15) months of
                                      the Lease); determine LESSEE'S compliance
                                      with the Lease; remove placards and signs
                                      not approved and affixed as herein
                                      provided, and make repairs and alterations
                                      to the Premises and Property as LESSOR
                                      should elect to do.

16.  INDEMNIFICATION AND LIABILITY    LESSEE shall save LESSOR harmless, and
                                      shall exonerate and indemnify LESSOR, from
                                      and against any and all claims,
                                      liabilities or penalties asserted by or on
                                      behalf of any person, form, 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;

                                      (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,

                                     - 10 -
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                                              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 Leased
                                              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.  LIABILITY INSURANCE              The LESSEE shall maintain with respect to
                                      the Premises and 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 LESSEE'S obligations and
                                      liabilities under the Workers Compensation
                                      Laws of Massachusetts, in responsible
                                      companies qualified to do business in
                                      Massachusetts and in good standing therein
                                      insuring the LESSOR as well as LESSEE
                                      against injury to persons or damage to
                                      property as provided. LESSEE agrees to
                                      increase limits as LESSOR'S mortgagee
                                      reasonably requires. The LESSEE shall
                                      deposit with the LESSOR certificates for
                                      such insurance at or prior to the
                                      commencement of the 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.

                                     - 11 -
<Page>

                                      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 LESSEE'S
                                      obligations and liabilities under the
                                      Workers Compensation Laws of
                                      Massachusetts, in responsible companies
                                      qualified to do business in Massachusetts
                                      and in good standing therein. LESSOR shall
                                      also maintain property casualty insurance
                                      coverage for the full replacement value of
                                      the building.

18.  FIRE, CASUALTY, EMINENT DOMAIN   Should a substantial portion of the
                                      Premises, or of the property of which they
                                      are a part, be 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, or

                                      (b)     The LESSOR fails to restore the
                                              Premises to a condition
                                              substantially suitable for their
                                              intended use 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 majeu:e. 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 fixture, 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 suitable for its intended
                                      use 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
                                      this restoration period where a portion of
                                      the Premises is unsuitable for its
                                      intended use, a just and proportionate
                                      abatement of shall be made.

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

                                     - 12 -
<Page>

                                              (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 (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, or

                                              (iii)   The LESSEE or any
                                              guarantor of LESSEE'S obligations
                                              under the lease, files or is filed
                                              against in any bankruptcy,
                                              insolvency or reorganization
                                              petition; 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 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, 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. If the LESSEE shall
                                              default, after reasonable notice
                                              thereof; 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, the
                                              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,

                                     - 13 -
<Page>

                                              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 percent 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
                                              percent per annum until paid.
                                              LESSEE shall pay an administrative
                                              fee if a check does not clear.

                                      B)      LESSOR'S REMFDIES. If any one or
                                      more events of default set forth above
                                      occur, 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 ere
                                              the end of the Term;

                                              (ii)    Without further demand or
                                              notice, and without terminating
                                              this Lease, 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 Monthly
                                              Rent or other amounts payable
                                              under this Lease or as a result of
                                              any preceding breach of covenants
                                              or conditions; or

                                              (iii)   Without further demand or
                                              notice to cure any event of
                                              default and charge LESSEE for the
                                              cost of effecting such cure,
                                              including without limitation
                                              reasonable attorneys' fees and
                                              interest on the amount of 18
                                              percent per annum, provided that
                                              LESSOR will have no obligation to
                                              cure any such event of default of
                                              LESSEE.

                                      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

                                     - 14 -
<Page>

                                      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
                                      reletting 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.
                                      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 deemed duly
                                      served, if mailed to the LESSOR by
                                      registered or 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
                                      rent notices shall be paid and sent to the
                                      LESSOR at its notice address or such other
                                      address as may be designated by LESSOR.

21.  SURRENDER                        The LESSEE shall at the expiration or
                                      other termination of this Lease remove all
                                      LESSEE'S 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, damage by fire or other
                                      casualty and ordinary wear and tear only
                                      excepted. In the event of the LESSEE'S
                                      failure to remove an of LESSEE'S property
                                      from

                                     - 15 -
<Page>

                                      the Premises, LESSOR is hereby authorize
                                      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, LESSEE
                                      agrees to defend the same and indemnify
                                      LESSOR against any such claim.

23.  LESSOR'S LIABILITY               The LESSOR is not personally liable under
                                      this Lease. (a) LESSEE specifically agrees
                                      to look solely to the LESSOR'S then equity
                                      in the property of which the Premises are
                                      a part 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 a waiver by LESSOR or
                                      LESSEE, respectively, of its rights
                                      hereunder. Further, no waiver at any time
                                      of the provisions hereof, by LESSOR or
                                      LESSEE shall be construed as a waiver of
                                      any of the other provisions hereof, and a
                                      waiver at any time of any of the
                                      provisions hereof shall not be construed
                                      as a waiver at any subsequent time of the
                                      same provisions. The consent or approval
                                      of 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

                                     - 16 -
<Page>

                                      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, with ten (10) business, 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 the Lease.

26.  CONDITION AND AREA               Except as otherwise provided in this
                                      Section, the Premises are being delivered
                                      strictly in their condition "as is" and
                                      LESSEE acknowledges that it has inspected
                                      the same and found them satisfactory.
                                      LESSOR WILL BUILD SPACE IN ACCORDANCE WITH
                                      LESSEE'S SPECIFICATIONS USING BUILDING
                                      STANDARD MATERIALS IN AN AMOUNT NOT TO
                                      EXCEED $5 PER RENTABLE SQUARE FOOT. The
                                      Premises shall be available for
                                      construction on approximately March 1,
                                      1999, (the "Construction Availability
                                      Date"). LESSOR shall use reasonable
                                      efforts to work with current LESSEE in the
                                      Premises to make the Construction
                                      Availability Date prior to March 1, 1999.

                A.  PREPARATION OF THE PREMISES:

                                      LESSEE shall have prepared, at its sole
                                      cost and expense, plans, ("LESSEE'S
                                      Plans") for improvements to be made in the
                                      Premises and adjacent areas of the
                                      Building to prepare the Premises for
                                      LESSEE'S occupancy. Upon completion of
                                      LESSEE'S Plans, LESSEE shall submit the
                                      same to LESSOR for LESSOR'S approval,
                                      which approval shall not be unreasonably
                                      delayed or withheld. To the extent that
                                      LESSOR does not disapprove LESSEE'S Plans
                                      in writing, and provide specific remedies
                                      that will make LESSEE' Plans acceptable,
                                      within five (5) Business Days after
                                      submission of the same by LESSEE, LESSOR
                                      shall be conclusively deemed to have
                                      approved LESSEE'S Plans. Promptly after
                                      approval of LESSEE'S Plans, LESSOR shall
                                      exercise all reasonable efforts to
                                      complete, at its sole cost and expense the
                                      work specified in LESSEE'S Plans. The work
                                      shall collectively be referred to as
                                      "LESSOR'S Work." LESSEE shall have no
                                      claim against LESSOR for failure so to
                                      complete such work.

                B.  SUBSTANTIAL COMPLETION:

                                     - 17 -
<Page>

                                      The Premises shall be deemed ready for
                                      occupancy on the first day (the
                                      "Substantial Completion Date") as of which
                                      LESSOR'S Work has been completed except
                                      for items of work (and, if applicable,
                                      adjustment of equipment and fixtures)
                                      which can be completed after occupancy has
                                      been taken without causing undue
                                      interference with LESSEE'S use of the,
                                      Premises (i.e., so-called "punch list"
                                      items) and LESSEE has been given notice
                                      thereof. LESSOR shall complete as soon as
                                      conditions permit all "punch list" items
                                      and LESSEE shall afford LESSOR access to
                                      the Premises for such purposes.

                                      If the Substantial Completion Date has not
                                      occurred by July 1, 1999 (the
                                      "Construction Completion Date") as it may
                                      be extended pursuant to section 26.D.
                                      LESSEE shall have the right to terminate
                                      this Lease by giving notice to LESSOR not
                                      later than thirty (30) days after the
                                      Construction Completion Date (as so
                                      extended), of Tenant's desired so to do;
                                      and this Lease shall cease and come to an
                                      end without further liability or
                                      obligation on the part of either party
                                      thirty (30) days after the giving of such
                                      notice, unless, within such 30-day period,
                                      LESSOR substantially completes LESSOR'S
                                      Work, and such right of termination shall
                                      be LESSEE'S sole and exclusive remedy at
                                      law or in equity for LESSOR'S failure so
                                      to complete such work.

                C.  CONCLUSIVENESS OF LESSOR'S PERFORMANCE

                                      Except to the extent to which LESSEE shall
                                      have given LESSOR notice, not later than
                                      the end of the fourth full calendar month
                                      of the Term of the Lease next beginning
                                      after the Commencement Date, of any
                                      respects in which LESSOR has not performed
                                      LESSOR'S Work, LESSOR shall be deemed to
                                      have completed LESSOR'S Work as of the
                                      Commencement Date of this Lease.

                D.  LESSEES' DELAYS:
                                      1)      If a delay shall occur in the
                                      Substantial Completion Date as the result
                                      of:

                                      i)      Any request by LESSEE that LESSOR
                                      delay in the commencement or completion of
                                      LESSOR'S Work for any reason;

                                      ii)     Any change by LESSEE in any of
                                      LESSOR'S Plans after LESSEE'S approval
                                      thereof:

                                      iii)    Any other act or omission of
                                      LESSEE or its officers,

                                     - 18 -
<Page>

                                      agents, servants or contractors:

                                      iv)     Any special requirement of LESSORS
                                      Plans not in accordance with LESSOR'S
                                      building standards.

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

                                      The delays referred to above are herein
                                      referred to collectively and individually
                                      as "LESSEE'S Delay."

                                      3)      If, as a result of LESSEE'S
                                      Delay(s), the Substantial Completion Date
                                      is delayed in the aggregate for more than
                                      thirty (30) days, LESSOR may (but shall
                                      not be required to) at any time thereafter
                                      terminate this Lease by giving written
                                      notice of such termination to LESSEE and
                                      thereupon this Lease shall terminate
                                      without further liability or obligation on
                                      the part of either party, except that
                                      LESSEE shall pay to LESSOR the cost
                                      theretofore incurred by LESSOR in
                                      performing LESSOR'S Work, plus an amount
                                      equal to LESSOR'S out-of-pocket expenses
                                      incurred in connection with this Lease,
                                      including, without limitation, brokerage
                                      and legal fees, together with any amount
                                      requited to be paid pursuant to Section 26
                                      through the effective termination date.

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

27.  LESSOR'S WARRANTY                LESSOR warrants and represents that it is
                                      the owner of record of the WARRANTY
                                      Premises and that at 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,

                                     - 19 -
<Page>

                                      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'S
                                      attorneys. 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 one and one half times 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 LAW                    This Lease shall be governed exclusively
                                      by the provisions hereof and by the laws
                                      of the Commonwealth of Massachusetts, as
                                      the same may from time to time exist. No
                                      amendment, alteration, modification of, or
                                      addition to the Lease will be validly
                                      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
                                      Project, as the case may be, provided that
                                      no such modifications will materially
                                      adversely affect LESSEE'S rights and
                                      obligations under this Lease.

32.  RELOCATION                       Intentionally deleted.

33.  ENTIRE AGREEMENT                 This Lease and the Exhibits made a part
                                      hereof 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 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 o this Lease in whole or in
                                      part unless such executory agreement is in
                                      writingand signed by the party against
                                      whom enforcement of the change,
                                      modification, discharge or abandonment is
                                      sought.

34.  RULES & REGULATIONS              LESSEE, its employees, agents, licensees,
                                      and visitors will at all times, observe
                                      faithfully, and comply strictly with, the
                                      Rules and

                                     - 20 -
<Page>

                                      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.
                                      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 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. All Rules and Regulations
                                      shall be uniformly applied and enforced.

35.  OPTION TO EXTEND                 Provided that at the time of such exercise
                                      (i) there then exists no Default of LESSEE
                                      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
                                      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 fifteen (15) months and not
                                      later than twelve (12) 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, which shall be
                                      determined taking into account a new Base
                                      Year for the Extended Term and an
                                      appropriate improvement allowance,

                                     - 21 -
<Page>

                                      not less than the sum of the Basic Rent
                                      being paid by LESSEE during the final year
                                      of the Initial Term. 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, each Party shall appoint an
                                      appraiser. 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 Designation
                                      acceptable to both parties, they shall
                                      appoint a third appraiser. The Designation
                                      of this appraiser shall be considered
                                      final.

36.  ADA COMPLIANCE                   LESSOR and LESSEE acknowledge that, in
                                      accordance with the provisions of the
                                      Americans with Disabilities Act (the
                                      "ADA"), responsibility for compliance with
                                      the terms and conditions of Title III of
                                      the ADA may be allocated as between LESSOR
                                      and LESSEE. Notwithstanding anything to
                                      the contrary contained in the Lease,
                                      LESSOR and LESSEE agree that the
                                      responsibility for compliance with the ADA
                                      (including, without limitation, the
                                      removal of architectural and
                                      communications barriers and the provisions
                                      of auxiliary aids and services to the
                                      extent required) shall be allocated as
                                      follows: (i) LESSEE shall be responsible
                                      for compliance with the provisions of
                                      Title III of the ADA for any construction,
                                      renovations, alterations and repairs made
                                      within the Premises; and (ii) LESSOR shall
                                      be responsible for compliance with the
                                      provisions of Title 111 of the ADA for all
                                      exterior and interior areas of the
                                      Building not including the Premises.
                                      LESSOR agrees to indemnify and hold LESSEE
                                      harmless from and against any claims,
                                      damages, costs and liabilities arising out
                                      of LESSEE'S failure, or alleged failure,
                                      as the case may be, to comply with title
                                      Iii of the ADA, which indemnification
                                      obligation shall survive the expiration or
                                      termination of the Lease. LESSOR and
                                      LESSEE each agree that the allocation of
                                      responsibility for ADA compliance shall
                                      not require LESSOR or LESSEE to supervise,
                                      monitor or otherwise review the compliance
                                      activities of the other with respect to
                                      its assumed responsibilities for ADA
                                      compliance as set forth in this paragraph.
                                      The allocation of responsibility for ADA
                                      compliance between LESSOR and LESSEE, and
                                      the obligations of LESSOR and LESSEE
                                      established by such allocations, shall
                                      supersede any other provisions of the
                                      Lease that

                                     - 22 -
<Page>

                                      may contradict or otherwise differ from
                                      the requirements of this paragraph.

37.  OSHA & ASBESTOS                  In the event LESSEE is. notified by the
                                      Department of Labor or its enforcing
                                      authorities that LESSEE is in violation of
                                      or does not comply with the Williams
                                      Steiger Occupational Safety and Health Act
                                      of 1970 (OSHA), as amended, and such
                                      violation or non-compliance is applicable
                                      to any areas of the Building used in
                                      common with other LESSEES or occupants of
                                      the Building which are under the exclusive
                                      control of LESSOR, or applicable to any
                                      facilities or services required to be
                                      maintained by LESSOR (but not including
                                      violations or noncompliance resulting from
                                      LESSEE'S type of use of the Premises, or
                                      from installation of equipment or outer
                                      devices by LESSEE or alterations made by
                                      LESSEE with or without LESSOR'S consent),
                                      then LESSEE may send a copy of such notice
                                      to LESSOR and LESSOR shall undertake such
                                      actions as may be required to correct and
                                      eliminate such violations and
                                      noncompliance at LESSOR'S expense.

                                      LESSEE shall have the right before lease
                                      execution to have the Premises tested for
                                      the presence of asbestos. If any asbestos
                                      or asbestos containing material exists
                                      within the Premises, LESSOR shall maintain
                                      such asbestos in an encapsulated form and
                                      in the event that any asbestos becomes
                                      airborne, shall remove such asbestos at
                                      LESSOR'S expense.

38.  EMERGENCY GENERATOR              LESSEE shall have the exclusive use of the
                                      emergency generator (the "Emergency
                                      Generator") located in storage room B-24
                                      in the basement. LESSOR and LESSEE
                                      acknowledge that the Emergency Generator
                                      is being leased to LESSEE in "as is"
                                      condition. LESSEE acknowledges the
                                      following regarding the Emergency
                                      Generator:

                                      -  Caterpillar - generator model SR-4,
                                         serial number 5FA0I 189
                                      -  Motor - Engine Model 3306B D1, serial
                                         number 85 203766
                                      -  Intake Fan & Exhaust Fan - may need new
                                         motors
                                      -  250 gallon free tank - needs
                                         containment (LESSEE'S responsibility)
                                      -  No transfer switch
                                      -  Last preventative maintenance 10/28/92
                                      -  Last operational 1992
                                      -  No day tank

                                      In exchange for the exclusive use of the
                                      Emergency Generator throughout the Term
                                      and the Extended Term of this Lease,
                                      LESSEE shall pay LESSOR a one time fee
                                      (the "Emergency

                                     - 23 -
<Page>

                                      Generator Fee") in the amount of $10,000
                                      thirty days after Rent Commencement.

39.  OTHER PROVISIONS                 None.

                                     - 24 -
<Page>

IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this ___
day of January, 1999.

LESSEE: New England Life      LESSOR: OMV Associates Limited
Insurance Co.                 Partnership
                              By: Park Square Corporation - its General Partner
                              BY: Richard D. Cohen - its President


By:  [Illegible]
     ----------------------
     Vice President

                              [Illegible]
---------------------------   --------------------------------------------------

Hereunto Duly Authorized

                                     - 25 -
<Page>

                                    EXHIBIT A


                                     - 26 -
<Page>

                                    EXHIBIT B

                          Legal Description of the Land

All that certain lot, piece or parcel of land situated, lying and being in the
City of Boston, Suffolk County, Massachusetts, with the buildings thereon,
bounded and described as follows:

NORTHERLY:  by Providence Street, six hundred seven and 40/100 (607.40) feet.

EASTERLY:   by Arlington Street, seventy-five and 06/100 (75.06) feet,

SOUTHERLY:  by St. James Avenue, six hundred four and 3 1/100 (604.31) feet and

WESTERLY:   by Berkeley Street, seventy-five (75) feet

containing 45,439 square feet, more or les and being the same premises conveyed
by deed dated April 30, 1981 and recorded with Suffolk County Registry of Deeds,
Book 9741, Page 184.

                                     - 27 -
<Page>

                                    EXHIBIT C

                      ITEMS INCLUDED IN OPERATING EXPENSES

Without limitation, Operating Expenses shall include:

1.   All expenses incurred by Lessor or Lessor's agents for its local
     representatives 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 person
     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.   he 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, or where managed by other than
     Lessor or an affiliate thereof, the amounts charged for management,
     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 services rendered for securing,
     terminating or renewing leases and 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.   Costs for electricity, water and sewer use charges, and other utilities
     supplied to the Property and not paid for directly by Lessees.

                                     - 28 -
<Page>

7.   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.

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

9.   Operating Expenses shall not include:

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

     b)   Leasing commissions, attorneys' fees, costs and disbursements and
          other expenses incurred in connection with negotiations or disputes
          with tenants, other occupants, or prospective tenants or occupants.

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

     d)   Costs incurred by LESSOR for alterations or improvements which are
          considered capital improvements or replacements under generally
          accepted accounting principles except where such capital improvement
          or replacement results in a net reduction in Operating Expenses after
          the costs of the improvement or replacement is amortized and charged
          to LESSEE over the useful life of the improvement or replacement.

     e)   Depreciation.

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

     g)   Costs incurred due to violation by LESSOR or any tenant of the terms
          and conditions of any lease.

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

     i)   Costs associated with compliance of general building codes in effect
          prior to the Execution of this Lease relating to the Building (except
          for fit-up work paid by LESSOR).

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

                                     - 29 -
<Page>

                                    EXHIBIT D

                             Plans & Specifications


                                     - 30 -
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                                    EXHIBIT E

                               Rules & Regulations

l.   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, furnishings, 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

                                     - 31 -
<Page>

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 forma 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.

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 person's employed to move
LESSEE'S equipment, material, furniture, or other property in or out off 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 pace 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,

                                     - 32 -
<Page>

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 property 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.

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.

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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 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 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 do
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 door s' 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.

                                     - 34 -
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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.

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.

                                     - 35 -
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                                    EXHIBIT F

                             Cleaning Specifications

Provide services five nights a week, Mo1day 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.

                                     - 36 -
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     All door tracts to be vacuumed and polished.

     WEEKLY:

     Stainless steel ceiling panels to be cleaned and polished.

GENERAL AND PRIVATE OFFICES, RECEPTION AREAS, CONFERENCE ROOMS, HALLWAYS,
STAIRWELLS, ETC.

     NIGHTLY:

     Empty all wastebaskets, replaceq 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:

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     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.

     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
     furnished 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.

                                     - 38 -
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     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.

     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.

                                     - 39 -
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                                    EXHIBIT B

     The Subleased Premises consist of an agreed upon 22,500 rentable square
feet on the 6th Floor of the Building as further depicted on the plan, drawing
or sketch attached hereto.

                                     - 40 -
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                                    EXHIBIT C

1.   MONTHLY BASE RENT:  4/1/02 - 4/30/02 - $0.00
                         5/1/02 - 9/30/02 - $30,000
                         10/1/02 - 3/31/04 - $45,000

2.   FURNITURE: Notwithstanding anything to the contrary set forth herein,
Sublessor shall deliver the Subleased Premises to Sublessee with the furniture
fixtures and equipment described in Exhibit E located therein (collectively, the
"Furnishings"). Sublessee accepts the Furnishings in their then "as-is",
"where-is" condition and WITHOUT ANY REPRESENTATIONS OR WARRANTIES. Sublessee
has inspected the Furnishings and agrees that same are in a condition
satisfactory to Sublessee. Sublessee agrees to pay to Sublessor, as additional
rent, a monthly charge for the use of the Furnishings equal to $1,687.50 per
month for the period 4/1/02-9/30/02 and $2,531.25 per month for the period
10/1/02-3/30/04. Sublessee further agrees to pay any sales, use, personal
property or similar tax (together with any related interest and penalties)
imposed upon the Furnishings or the transfer and/or use thereof by Sublessee
(and the foregoing obligation shall expressly survive the termination of this
Sublease). Upon the expiration of the term, Sublessee shall remove the
Furnishings from the Subleased Premises and same shall be deemed the property of
Sublessee. If this Sublease shall expire by reason of default by Sublessee, the
Furnishings shall not be removed from the Subleased Premises and shall be
returned to Sublessor in the Subleased Premises at the termination of the
Sublease; PROVIDED THAT if such expiration by default shall occur on or after
the 1st anniversary of the Sublease, the Sublessee may elect, within ten (10)
days following the date of such expiration and at its sole discretion, to pay to
Sublessor the present value of the above-described payments with respect to
furnishings for the then remaining period of the Lease, whereupon the
Furnishings shall be the property of Sublessee.

3.   ELECTRIC: Subtenant shall pay to Sublessor a monthly fee for electric for
lights, outlets and HVAC. Monthly charges shall be as follows:

          4/1/02 - 9/30/02 - $2,062.50
          10/1/02 - 3/31/04 - $3,093.75

4.   TELEPHONE SWITCH ROOM:

     (a)  Sublessee, at no additional cost or expense, may use the telephone
          switch room shown on Exhibit A and the equipment located therein as of
          the Sublease Commencement Date for Sublessee's communication purposes,
          including the right to connect cables and wires to the equipment
          located therein, so long as same does not interfere with the wires,
          cabling and conduits of Sublessor and others therein and Sublessee
          expressly agrees not to cut or damage same. Sublessor (and its other
          subtenants and occupants) shall have access to the telephone switch
          room as necessary for reason of repair and maintenance of same.
          Sublessee shall not utilize more than its percentage share of the
          space and conduit and related openings within the telephone switch
          room.

                                     - 41 -
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     (b)  In the event another subtenant occupies the remaining vacant space on
          the 6th floor leased by Sublessor, Sublessor shall install, in
          accordance with the provisions of the Lease and subject to Prime
          Lessor's consent, at Sublessor's sole cost and expense, a secure
          access door to the said telephone switch room.

     (c)  Any party entering the said telephone switch room shall be responsible
          for any damage which it causes and shall promptly report same to the
          other.

5.   EXPANSION SPACE:

     (a)  Sublessor hereby grants Sublessee an on-going right of first offer to
          sublease the "Refusal Space" (as defined below). Any subletting
          pursuant to such right shall be on all of the other terms and
          conditions set forth in the Sublease except as expressly provided for
          below and shall also be subject to the terms and conditions of this
          Section 5 (the "Refusal Right"). The Refusal Right may only be
          exercised by Sublessee by irrevocable notice to Sublessor, signed by
          an officer of Sublessee, and stating the Refusal Right is exercised
          and is irrevocable.

     (b)  Sublessee may only exercise the Refusal Right if at the time of
          exercise of such right Sublessee is in occupancy of at least ninety
          (90%) percent of the Subleased Premises; PROVIDED, HOWEVER, that this
          provision shall not apply to a sub-sublessee or assignee permitted by
          Section 11(f) of this Sublease.

     (c)  Refusal Space shall mean (subject to the provisions set forth below)
          space on the sixth floor of the Building which is (x) leased to
          Sublessor and (y) "Available". The term "Available" shall mean only
          that space which is offered for sublease in the Building by Sublessor
          from time to time and excluding space which is offered or subleased to
          a subsidiary or affiliate of Sublessor or a unit or subdivision or
          operation of Sublessor. Refusal Space shall not be deemed Available
          after Sublessor has offered same to Sublessee pursuant to this
          Section 5 and (1) Sublessee failed to exercise its right, (2)
          Sublessee elected not to exercise its right, or (3) Sublessee's right
          was terminated pursuant to subsection (f) below.

     (d)  Nothing herein shall be deemed to limit or prevent Sublessor from
          marketing, discussing or negotiating with any other party for a
          sublease of, or rights of any nature as to all or any part of any
          Refusal Space, but before Sublessor makes any written proposal to
          sublease any Available Refusal Space or accepts an offer or proposal
          to sublease any Available Refusal Space, or contemporaneously with
          making any such proposal, or within a reasonable time after receipt of
          a proposal acceptable to Sublessor, Sublessor shall give Sublessee
          written notice ("Sublessor's Notice"), which notice identifies the
          space to be subleased, the proposed term and Sublessor's determination
          of the Refusal Rent. The term "Refusal Rent" shall mean the greater of
          (i) the then rent per square foot due under this Sublease (as
          escalated pursuant to the provisions hereof), which shall include the
          Monthly Base Rent and additional rent due under this Sublease together
          with all escalations and (ii) the rent and all other monetary payments
          and

                                     - 42 -
<Page>

          escalations that Sublessor could obtain from a third party desiring to
          sublease the space set forth in the Sublessor's Notice for a term of a
          length equal to the balance of the term of the sublease under market
          leasing conditions, and taking the terms of the sublease, quality of
          construction; services to be provided by Landlord or Sublessor or by
          Sublessee; the rent and all other monetary payments and escalations
          obtainable in the marketplace; and all other factors that would be
          relevant to such a third party in determining what such party would be
          willing to pay therefore. For a period of fifteen (15) business days
          after Sublessor gives Sublessor's Notice (the "Election Notice
          Period"), Sublessee shall have the right to sublease the space
          identified in Sublessor Notice for the balance of the term of this
          Sublease by giving Sublessor irrevocable written notice of Sublessee's
          election (the "Election Notice") to exercise its Refusal Right. If
          Sublessee exercises the Refusal Right by an Election Notice,
          Sublessee, within five (5) business days of delivery, shall sign an
          amendment to this Sublease providing for the inclusion of the Refusal
          Space on the above terms.

     (e)  If Sublessee fails or elects not to exercise its Refusal Right as to
          the Refusal Space covered by Sublessor's Notice whether by not
          delivering the Election Notice within the Election Notice Period or
          otherwise, or if Sublessee does not execute a reasonably acceptable
          amendment to this Sublease prepared by Sublessor (and evidencing only
          the terms of such expansion) within five (5) business days after
          Sublessor's delivery to Sublessee of such form, then and in any event,
          Sublessee's Refusal Right shall no longer apply to the Refusal Space
          covered by Sublessor's Notice and Sublessor shall be free to Sublease
          such space and/or otherwise grant options or rights to such space on
          any terms and conditions whatsoever free and clear of the Refusal
          Right. If any such Refusal Space shall again Available (i.e., the
          lease entered into by Sublessor and the Sublessee shall have expired)
          such space shall not be subject to this Section.

     (f)  Upon the occurrence of any of the following events, Sublessor shall
          have the option, exercisable at any time prior to the time of Refusal
          Space is to be added to the Subleased Premises, to terminate the
          applicable exercise of the Refusal Right with the effect of canceling
          and voiding any such exercise so it is of no force or effect:

               (i)    Sublessee's failure to timely exercise the Refusal Right
               in accordance with the provisions of this Section.

               (ii)   The existence at the time Sublessee exercises the Refusal
               Right or at the time the Refusal Space is to be added to the
               Subleased Premises of any Sublessee Default which shall remain
               uncured after the giving of all required notices and the
               expiration of all applicable grace periods.

     (g)  Without limiting the generality of any provision of the Lease, time
          shall be of the essence with respect to all of the provisions of this
          Section.

                                     - 43 -
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     (h)  The terms and provisions of the Section are subject to the consent of
          the Prime Lessor under the Lease.

6.   IMPROVEMENTS: Sublessor, at its sole cost and expense shall construct a
demising wall separating the Subleased Premises from the remaining space on the
6th floor of the Building leased by Sublessor, said construction to be in
accordance with the Lease, and with plans and specifications approved in writing
by Sublessee, which approval shall not be unreasonably withheld, conditioned, or
delayed, and subject to the consent of the Prime Lessor pursuant to the Lease.
Sublessor shall have access to the Subleased Premises for the purpose of such
construction. Sublessee acknowledges that such construction may take place
subsequent to Sublessee's occupancy of the Subleased Premises. Sublessor agrees
to make reasonable efforts to avoid interference with Sublessee's occupancy and
the conduct of its business in the course of such construction. Sublessee
agrees, at its sole cost and expense, to remove any personal property of
Sublessee in order to accommodate such construction, and to otherwise cooperate
with Sublessor in such construction.

7.   EXTENSION RIGHTS: In the event Sublessee occupies the entire 6th floor of
the Building leased by Sublessor, Sublessor agrees, upon receipt of a written
request therefor, to request Prime Lessor's consent to Sublessor's assignment of
the Lease to Sublessee on terms reasonably acceptable to Sublessor, and to
otherwise cooperate with Sublessee to assign the Lease to Sublessee, provided,
however, that Sublessor may condition the effectiveness of any such assignment
upon the Prime Lessor releasing Sublessor from any further liability under the
Lease.

8.   BROKER: Meredith & Grew, Inc., and Grubb & Ellis Company.

                                     - 44 -
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                                    EXHIBIT D

                              Excluded Provisions:

     The following provisions of the Lease are deemed SPECIFICALLY EXCLUDED from
the incorporation of the Lease into the Sublease by reference:

1.   Section 6
2.   Section 7
3.   Section 20
4.   Section 26
5.   Section 27
6.   Section 35
7.   Section 38
8.   Exhibit C to the Lease
9.   Last paragraph of Section 17

                                     - 45 -