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                                                                   EXHIBIT 10.13

                             GATEWAY DEVELOPERS, LLC

                                  OFFICE LEASE

                                   CITY SQUARE

                       BOSTON (CHARLESTOWN), MASSACHUSETTS

<Table>
<Caption>
ARTICLE       SECTION                     CAPTION                        PAGE
-------       -------                     -------                        ----
   <S>          <C>      <C>                                              <C>
   I.                    BASIC LEASE PROVISIONS                            1
                1.1      Introduction                                      1
                1.2      Basic Data                                        1

   II.                   DESCRIPTION OF PREMISES AND
                         APPURTENANT RIGHTS:  TERM                         3
                2.1      Location of Premises; Term                        3
                2.2      Appurtenant Rights and Reservations               5
                2.3      Parking Rights                                    7

   III.                  RENT                                              8
                3.1      Fixed Rent                                        8

   IV.                   USE OF PREMISES                                   8
                4.1      Permitted Use                                     8
                4.2      Alterations                                      11

   V.                    ASSIGNMENT AND SUBLETTING                        12
                5.1      Prohibition                                      12

   VI.                   DELIVERY OF PREMISES AND RESPONSIBILITY
                         AND RESPONSIBILITY FOR REPAIRS CONDITION
                         OF PREMISES                                      14
                6.1      Delivery of Possession of Premises               14
                6.2      Plans and Specifications                         16
                6.3      Preparation of Premises                          17
                6.3A     Landlord's Payment                               19
                6.3B     Subtenant Completion                             20
                6.4      Repairs to be Made by Landlord                   22
                6.5      Tenant's Agreement                               23
                6.6      Floor Loan - Heavy Machinery                     24
</Table>

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<Table>
<Caption>
ARTICLE       SECTION                     CAPTION                        PAGE
-------       -------                     -------                        ----
   <S>          <C>      <C>                                              <C>
   VII.                  SERVICES TO BE FURNISHED BY LANDLORD
                         AND UTILITY CHARGES                              24
                7.1      Landlord's Services                              24
                7.2      Payment of Utility Charges                       26

   VIII.                 REAL ESTATE TAXES AND OTHER EXPENSES             26
                8.1      Tenant's Share of Real Estate Taxes              26
                8.2      Tenant's Share of Operating Expenses             29

   IX.                   INDEMNITY AND PUBLIC LIABILITY INSURANCE         36
                9.1      Tenant's Indemnity                               36
                9.2      Public Liability Insurance                       36
                9.3      Tenant's Risk                                    37
                9.4      Injury Caused by Third Parties                   37

   X.                    LANDLORD'S ACCESS TO PREMISES                    38
                10.1     Landlord's Right of Access                       38
                10.2     Exhibition of Space to Prospective Tenants       38

   XI.                   FIRE, EMINENT DOMAIN, ETC.                       39
                11.1     Damage                                           39
                11.2     Substantial Damage                               39
                11.3     Rent Abatement                                   41
                11.4     Damage to Building                               41
                11.5     Definition of Substantial Damage                 41
                11.6     Taking                                           41
                11.7     Rent Abatement                                   42
                11.8     Award                                            42

   XII.                  LANDLORD'S REMEDIES                              43
                12.1     Events of Default                                43
                12.2     Remedies                                         44
                12.3     Landlord's Default                               46

   XIII.                 MISCELLANEOUS PROVISIONS                         46
                13.1     Extra Hazardous Use                              46
                13.2     Waiver                                           47
                13.3     Covenant of Quite Enjoyment                      48
                13.4     Notice to Mortgagee and Ground Lessor            49
                13.5     Assignment of Rents                              49
                13.6     Mechanics' Liens                                 50
                13.7     No Brokerage                                     50
                13.8     Invalidity of Particular Provisions              51
                13.9     Provisions Binding, Etc.                         51
</Table>

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<Table>
<Caption>
ARTICLE       SECTION                     CAPTION                        PAGE
-------       -------                     -------                        ----
<S>             <C>      <C>                                              <C>
                13.10    Recording                                        51
                13.11    Notices                                          51
                13.12    When Lease Becomes Binding                       52
                13.13    Paragraph Headings                               52
                13.14    Rights of Mortgagee/Ground Lease                 52
                13.15    Status Report                                    53
                13.16    Tenant's Financial Condition                     53
                13.17    No Partnership                                   54
                13.18    Holding Over                                     54
                13.19    Non-Subrogation                                  54
                13.20    Governing Law                                    54
                13.21    Definition of Additional Rent                    54
                13.22    Extension Option                                 54
                13.23    Right of First Offer                             55
</Table>

EXHIBITS   A       Description of Premises
           B       Description of Lot
           C       Description of Work
           C-1     Landlord/Tenant Matrix
           D       Broker's Determination
           E       Parking Plan
           F       HVAC Specifications
           G       Notice of Lease
           H       Ground Lessor SNDA
           I       Cleaning Specifications

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        THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the
Tenant are the parties hereinafter named, and which relates to space in the
Building (as defined below) to be constructed in Boston (Charlestown),
Massachusetts on the lot (the "Lot") described on Exhibit "B" hereto.

        The parties to this instrument hereby agree with each other as follows:

                                    ARTICLE I
                             BASIC LEASE PROVISIONS

1.1     INTRODUCTION. As further supplemented in the balance of this instrument
        and its Exhibits, the following sets forth the basic terms of this Lease
        and, where appropriate, constitutes definitions of certain terms used in
        this Lease.

1.2     BASIC DATA.

        Date:

        Landlord:                     Gateway Developers, LLC, a Massachusetts
                                      limited liability company

        Present Mailing Address:      725 Canton Street
                                      Norwood, MA 02062

        Tenant:                       Keane, Inc.

        Present Mailing Address
        of Tenant:                    10 City Square
                                      Charlestown, MA 02129

        Lease Term or Term:           144 calendar months (plus the partial
                                      month, if any, immediately following the
                                      Commencement Date as defined in
                                      Section 6.2(e).

        Target Date:                  August 1, 2002

        Fixed Rent:                   For and with respect to the first
                                      seventy-two (72) calendar months of the
                                      term of this lease, plus the partial
                                      month, if any, immediately succeeding the
                                      Commencement Date at the rate of $33.00
                                      per square foot per annum of rentable area
                                      for the first 75,000 square feet of
                                      rentable area and $35.00 per square foot
                                      per annum of rentable area of the Premises
                                      for the remainder of the Premises; and for
                                      and with respect to the balance of the
                                      initial term of

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                                      this lease at the rate of $36.00 per
                                      square foot per annum of the rentable area
                                      of the Premises for the first 75,000
                                      square feet of rentable area and $40.00
                                      per square foot per annum of the rentable
                                      area of the Premises for the remainder of
                                      the Premises. Fixed Rent shall be payable
                                      in monthly installments equal to 1/12th of
                                      the annual Fixed Rent.

        Use:                          For general office purposes only.

        Description of Space:
        (Herein the "Premises")       See attached Exhibit A, containing
                                      approximately 95,000 square feet of
                                      rentable area to be determined using the
                                      BOMA method of measurement subject to
                                      adjustment as set forth in Article VI, not
                                      to exceed 95,000 square feet of rentable
                                      area.

        Tenant's Tax Share:           A fraction the numerator of which is the
                                      rentable area of the Premises and the
                                      denominator of which is the rentable area
                                      of the Building.

        Base Taxes:                   The Taxes (as hereinafter defined) for and
                                      with respect to the first fiscal tax year
                                      in which the Building is fully assessed as
                                      a completed structure ("1st Tax Period").

        Base Operating Expenses:      The Operating Expenses (as hereinafter
                                      defined) for and with respect to the first
                                      twelve (12) calendar months of the Term of
                                      this lease (the "Base Year"), grossed up
                                      in accordance with Section 8.2(g).

        Lot:                          The parcel of land described on Exhibit B
                                      hereto.

        Building:                     The interconnected building including the
                                      Garage located on the Lot (the Premises
                                      being located in each wing thereof, "Wing
                                      One" (North Washington Street) and "Wing
                                      Two" (Water Street).

        Rentable Floor Area
        of the Building:              168,000 rentable square feet of floor area
                                      as determined using BOMA method of
                                      measurement, subject to adjustment as set
                                      forth in Article VI.

        Security Deposit:             N/A

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        Guarantor of Tenant's
        Obligations:                  N/A

        Brokers                       None

                                   ARTICLE II
                             DESCRIPTION OF PREMISES
                          AND APPURTENANT RIGHTS; TERM

2.1     LOCATION OF PREMISES; TERM. (a) Landlord hereby demises and leases to
        Tenant, and Tenant hereby accepts from Landlord, the Premises identified
        in the foregoing portions of this Lease for and during the Lease Term.

        (a)     The Lease Term shall begin on the Commencement Date as defined
                in Article VI. The Lease Term shall continue for the period set
                forth in Section 1.2 hereof, unless sooner terminated as
                hereinafter provided, and without any right of renewal or
                extension, except as expressly set forth in this Lease. After
                the Commencement Date, upon the request of either party,
                Landlord and Tenant shall enter unto an instrument confirming
                the Commencement Date and the expiration date of the Lease.

        (b)     As used herein the following terms shall have the following
                meanings:

                For the purposes of this Lease, a "Tenant Delay" shall mean any
                actual delay in the completion of Landlord's Work caused by a
                Tenant Change Order (as hereinafter defined) or any act or
                negligence of Tenant or its agents, employees, contractors or
                invitees or any failure by Tenant to act when Tenant has a duty
                so to act under the law or under the terms of this Lease,
                including, without limitation, (i) any failure by Tenant to
                deliver to Landlord any draft, revised or final versions of
                Tenant's Plans or to take any other action required of Tenant
                under this Lease within the period specified in this Lease, (ii)
                in instances for which the Lease specifies no period in which
                Tenant shall act, any failure by Tenant to respond to any
                reasonable request for information relating to Tenant's Work or
                otherwise to cooperate reasonably with Landlord, within a
                reasonable time after receiving from Landlord a written request
                for such information or cooperation.

                For the purposes of this Lease, a "Landlord Delay" shall mean
                any actual delay in the completion or commencement of the Tenant
                Work caused by any act or negligence of Landlord or its agents,
                employees, or contractors or any failure by Landlord to act when
                Landlord has a duty so to act under the terms of this Lease,
                including, without limitation, (i) any failure by Landlord to
                deliver to Tenant any draft, revised or final versions of plans
                to be prepared by or at the direction of Landlord hereunder or
                to take any

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                other action required of Landlord under this Lease within the
                periods specified in this Lease, (ii) in instances for which
                this Lease specifies no period in which Landlord shall act, any
                failure by Landlord to respond to any reasonable request for
                information relating to Tenant's Work or otherwise to cooperate
                reasonably with Tenant, within a reasonable time after receiving
                from Tenant a written request for such information or
                cooperation, or (iii) any failure by Landlord to complete the
                Landlord's Work by the Target Date (as hereinafter defined).

                In the event that either party claims that the other has caused
                a Landlord Delay or a Tenant Delay, as applicable, the parties
                shall continue to perform their obligations hereunder in a
                manner so as to avoid any further delay. Landlord and Tenant
                each agree to promptly notify each other of any delay claimed by
                it against the other, and to notify each other in advance of any
                reasonably foreseeable delay, and the parties shall meet as soon
                as reasonably possible to discuss such delay claim, or such
                foreseeable delay claim, as applicable, but in no event shall
                the failure to reach agreement on such delay excuse either party
                from performing hereunder and waive such party's right to such
                delay claim.

                For purposes of this Lease, "Landlord's Force Majeure" shall
                mean any actual delay due to governmental regulations, unusual
                scarcity of or inability to obtain labor or materials (despite
                the exercise of reasonable efforts to obtain the same), labor
                difficulties fire or casualty or other causes reasonably beyond
                Landlord's control.

                For the purposes of this Lease, "Tenant's Force Majeure" shall
                mean any actual delay due to governmental regulation, unusual
                scarcity of or inability to obtain labor or materials (despite
                the exercise of reasonable efforts to obtain the same), labor
                difficulties, fire or casualty or other causes reasonably beyond
                the Tenant's control.

                Each party shall provide the other with written notice as
                promptly as possible after the occurrence of a claimed Force
                Majeure event hereunder and of the expected duration of the
                anticipated delay, and shall also notify the other as soon as
                such first party's Force Majeure event has ended, and shall use
                all reasonable efforts to cure the Force Majeure event.

        (c)     Subject to Tenant Delay and Landlord's Force Majeure, Landlord
                shall use reasonable speed and diligence in the construction of
                the Building and shall use its best efforts "to deliver" the
                Building and Premises to Tenant for its occupancy on or before
                August 1, 2002 (the "Target Date"). The failure "to deliver" the
                Premises and Building to Tenant for its occupancy by the Target
                Date shall in no way affect the validity of this Lease or the

                                       -4-
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                obligations of Tenant hereunder nor shall the same be construed
                in any way to extend the term of this Lease. Notwithstanding the
                foregoing, if the Premises and Building shall have not been
                delivered to Tenant within the meaning of Section 6.1 hereof
                within thirty (30) days after the Target Date, then except as
                expressly provided herein, Tenant shall not have any claim
                against Landlord and Landlord shall have no liability to Tenant,
                by reason thereof. If the Premises and the Building are not
                deemed delivered to Tenant under Section 6.1 hereof by the
                Target Date (extended to the extent of any Tenant Delay or
                Landlord's Force Majeure) then as Tenant's sole right and remedy
                in respect thereof, Tenant shall have, so long as Tenant is not
                in default under this Lease beyond the expiration of applicable
                notice and/or cure periods, a credit against the Fixed Rent
                first coming due hereunder in an amount equal to one (1) day's
                Fixed Rent for the Premises for each day after the Target Date
                (as so extended) until such delivery has been deemed made, but
                in any event such credit shall cease upon the date the Tenant
                shall first open for business in the Premises. (By way of
                example only, if the Premises and the Building are "delivered"
                on October 1, 2002, and the Target Date was August 1, 2002,
                then, following the Commencement Date, Tenant shall be entitled
                to a credit equal to the daily Fixed Rent rate for the Premises
                multiplied by 31, which amount Tenant may apply to the Fixed
                Rent due after the Commencement Date until the balance of said
                credit is equal to zero.)

                If the Premises are not deemed delivered to Tenant under Section
                6.1 hereof by August 1, 2003, Tenant shall have the right to
                terminate this Lease by written notice to Landlord given before
                the date of such delivery. If the Landlord having used
                reasonable efforts to deliver the Premises is unable to deliver
                the Premises by December 31, 2003 Landlord shall have the right
                to terminate this Lease by written notice to Tenant given before
                the date of such delivery.

2.2     APPURTENANT RIGHTS AND RESERVATIONS. Tenant shall have, as appurtenant
        to the Premises, the nonexclusive right to use and to permit its
        invitees to use in common with others, public or common lobbies, if any,
        elevators, hallways, stairways, loading docks and loading areas, service
        lifts, sanitary facilities, pipes, ducts, conduits, shafts, wires and
        appurtenant equipment providing electricity, telephone, water, sewer,
        telecommunications and other utilities to the Premises and equipment to
        the roof and all other common areas, if any, located in the Building and
        all sidewalks, access roads and driveways, located on the Lot and
        serving the Building (the "Common Areas"), but such rights shall always
        be subject to reasonable rules and regulations from time to time
        established by Landlord by suitable notice and to the right of Landlord
        to designate and change from time to time areas and facilities so to be
        used, provided that any such change shall not materially interfere with
        Tenant's use of, or access to, the Premises. All elevators serving Wing
        One and all parking levels of the

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        Garage that serve Wing One shall not be deemed part of the Premises, but
        shall be for the exclusive use of Tenant and its agents, employees and
        invitees. Landlord acknowledges that of the elevators in Wing One one
        serves all floors of the Garage and the first floor of Wing One above
        the Garage and the other two elevators serve the top floor of the Garage
        and all floors of Wing One above the Garage. The lobby of Wing One shall
        be deemed part of the Premises. At all times during the Term, Landlord
        shall make available at least one (1) elevator serving the portion of
        the Premises in Wing Two and the top level of the Garage, which elevator
        shall be for the exclusive use of Tenant and its agents, employees and
        invitees.

        Excepted and excluded from the Premises are the roof or ceiling, the
        structural floor and all perimeter walls of the Premises, except in each
        case the inner surfaces thereof, but the entry doors to the Premises are
        not excluded from the Premises and are a part thereof for all purposes;
        and Tenant agrees that Landlord shall have the right to place in the
        Premises (but in such manner as to reduce to a minimum interference with
        Tenant's use of the Premises) utility lines, pipes and the like to serve
        premises other than the Premises, and to replace, maintain and repair
        such utility lines, pipes and the like, in, over and upon the Premises.
        Notwithstanding the foregoing, Tenant's prior consent, which consent
        Tenant shall not unreasonably withhold or delay, shall be required with
        respect to any exhaust systems to be located within the Premises and
        which are to serve restaurants located outside of the Premises. Tenant
        shall have the right to place on the roof of Wing One and Wing Two,
        supplementary HVAC equipment, satellite antennae and satellite dishes
        which are to serve the Premises and are not to be utilized by any other
        person other than the occupants of the Premises and are to be placed on
        the roof in such location as shall be reasonably approved by Landlord;
        provided, however, that Tenant shall have Tenant's pro-rata share of all
        the roof space on Wing One and Wing Two that is made available or used
        for antennae and satellite dishes or supplementary HVAC equipment for
        its exclusive use. Any other antennae or satellite dishes on said roof
        shall be installed thereon in such a manner so as not to interfere with
        the antennae or dishes of Tenant. All antennae and satellite dishes and
        supplementary HVAC equipment shall be installed so as to minimize the
        visibility of such antennae or dishes or supplementary HVAC equipment
        from outside the Building. All of such installation and maintenance of
        such antennae, dishes and supplementary HVAC equipment shall be
        performed by contractors reasonably approved by Landlord and in a manner
        so as not to void any roofing warranty and Tenant shall be responsible
        for any damage to the roof caused by the installation or maintenance of
        the same, and at the end of the term of the Lease, the Tenant shall
        remove all of such antennae, dishes and supplementary HVAC equipment
        from the roof and shall repair all damage caused by the installation or
        removal of the same.

        Subject to reasonable rules and regulations imposed from time to time by
        Landlord, the Building shall be open and access to the Premises shall be
        freely

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        available, subject to interruption due to causes beyond Landlord's
        reasonable control, at all times. Tenant acknowledges that, in all
        events, Tenant is responsible for providing security to the Premises and
        its own personnel, and Tenant shall indemnify, defend with counsel
        reasonably acceptable to Landlord, and save Landlord harmless from any
        claim for injury to person or damage to property asserted by any
        personnel, employee, guest, invitee or agent of Tenant which injury or
        damage is suffered or occurs in the Premises by reason of the act of an
        intruder or any other person in or the Premises.

2.3     PARKING RIGHTS. During the term hereof, Tenant shall have the right to
        the daytime use (i.e. no later than 7 PM on any day) of 115 parking
        spaces ("daytime parking") located within the garage serving the
        Building. Such spaces may be on an assigned or unassigned basis at
        Landlord's discretion and Tenant shall comply with all reasonable rules
        and regulations which Landlord may impose from time to time for the
        regulation of such parking (such rules and regulations shall provide,
        INTER ALIA, that no towing can be made without reasonable advance
        notice). In addition, without charge to Tenant, Tenant shall have the
        exclusive use of 75 parking spaces in the Garage at all times. The
        location of Tenant's daytime parking spaces and of such exclusive spaces
        shall be as provided in the Parking Plan set forth on Exhibit E hereto.
        Except as otherwise set forth in this paragraph, no parking shall be
        allowed to Tenant on an overnight basis nor shall the parking rates so
        allocated to Tenant be utilized by other than Tenant's officers or
        employees or assigns or sublessees or invitees, and Tenant shall have no
        right to assign or sublicense any of its parking rights hereunder except
        to a permitted assignee of this Lease or sublesee of the Premises or to
        a party providing business services to Tenant. The foregoing, however,
        shall not limit Tenant from reimbursement by its employees or officers
        for any or all of such charges. Landlord shall bear no liability in
        respect of any vehicles (or their contents) parked in such facility and
        Tenant waives all liability which Landlord may have in respect thereof,
        except to the extent the same results from Landlord's negligence or
        willful misconduct. As consideration for such daytime parking rights
        Tenant shall pay to Landlord an amount equal to the then market charge,
        as imposed by Landlord, for the daytime parking rights (the other
        seventy-five of such parking rights shall be without charge). Initially
        such charge shall be at the rate of $150 per parking right per month but
        shall be subject to change from time to time (but not more than once
        annually) by the Landlord. Such payment shall be considered to be
        Additional Rent under this Lease and Tenant's failure to pay the same
        shall be considered a failure in the payment of rent under this Lease.
        Such payment shall be due at the same time as the monthly payments of
        Fixed Rent in advance. In the event that during the Lease Term,
        additional area shall be added to the Premises so that the Rentable
        Floor Area of the Premises shall increase ("Expansion Space") then the
        number of parking spaces available to Tenant under this section shall be
        increased by two spaces for each 1,000 square feet of Rentable Floor
        Area in the Expansion Space, which spaces shall be considered to be
        daytime parking spaces for all purposes; provided, however, that such

                                       -7-
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        additional spaces shall be made available to Tenant only if, and to the
        extent, that Landlord has such spaces available and has not committed
        such spaces to other tenants or persons, but if the former tenant of the
        Expansion Space had any parking spaces for its use, such parking spaces
        shall be made available to Tenant. Whenever any other parking spaces
        within the Garage shall become available for monthly use by other than
        the tenants or occupants of the Building or their customers, Landlord
        shall notify Tenant thereof and of any terms for leasing of the same.
        The provisions of this Section 2.3 shall apply during the Original Lease
        Term and any extension thereof.

                                   ARTICLE III
                                      RENT

3.1     FIXED RENT. Tenant agrees to pay to Landlord at the Present Mailing
        Address of Landlord, or as directed by Landlord, without notice, demand,
        off-set or deduction (except as expressly permitted hereunder), on the
        Commencement Date and thereafter, monthly, in advance, on the first day
        of each and every calendar month during the Lease Term, a sum equal to
        the monthly Fixed Rent specified in Section 1.2 hereof; provided,
        however, that the first payment of monthly Fixed Rent coming due under
        this Lease shall be made on the first day of the second calendar month
        of the Term of this lease and shall be made for and with respect to the
        period of time from the Commencement Date of the term of this lease
        through the end of said calendar month.

        Fixed Rent for any partial month shall be paid by Tenant at such rate on
        a pro-rata basis (based on the per diem rate of Fixed Rent multiplied by
        the number of days in such partial month included in the Term) and, if
        the Lease Term commences on a day other than the first day of a calendar
        month, the first payment which Tenant shall make shall be a payment
        equal to a proportionate part of such monthly Fixed Rent for the partial
        month from the Commencement Date to the first day of the succeeding
        calendar month, and the monthly Fixed Rent for such succeeding calendar
        month.

                                   ARTICLE IV
                                 USE OF PREMISES

4.1     PERMITTED USE. Tenant agrees that the Premises shall be used and
        occupied by Tenant only for the purpose specified as the use thereof in
        Section 1.2 of this Lease, and for no other purpose or purposes.

        Tenant further agrees to conform to the following provisions during the
        entire Lease Term:

        (a)     Tenant shall cause all freight (including furniture, fixtures
                and equipment used by Tenant in the occupancy of the Premises)
                to be delivered to or

                                       -8-
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                removed from the Building and the Premises in such areas
                reasonably designated by Landlord therefor and in accordance
                with reasonable rules and regulations established by Landlord
                therefor, the hours for such delivery to be fixed so as not to
                violate the terms of the transportation access plan agreement
                ("TAPA") entered into by Landlord with the City of Boston;

        (b)     Subject to Legal Requirements and so long as Tenant leases at
                least 50% of the office portions of the Building Tenant shall
                have the exclusive right to install signage on the door of the
                Premises and on the exterior of the Building, above the ground
                floor, subject only to the exceptions set forth below. The
                parties acknowledge that Vitale and Caturano ("V&C") is a
                current tenant in Wing Two and that Landlord has obligated
                itself to provide certain signage rights in its lease to V&C.
                Tenant acknowledges that it has been informed by Landlord that
                V&C has the one time option to choose the location of its
                signage on the exterior of Wing Two as follows: (i) between the
                first and second floor; or (ii) between the second and third
                floor. Landlord shall use continuing reasonable efforts to cause
                V&C (or its successors, assigns or sublessees) to select option
                (i). Thereafter, V&C may install signage ("V&C Sign") only as
                set forth above, which signage may not be altered during the
                term of the V&C lease except to change the name to any permitted
                assignee or sublessee of all or substantially all of the V&C
                premises but any such changed sign shall be of a similar size
                and style and shall be in lieu of the V&C sign, and signage
                rights shall not transfer to any subtenant of less than
                substantially all of the V&C premises or licensee, or any other
                party that may acquire rights to use and occupy a portion of the
                premises currently leased by V&C. Upon the expiration or earlier
                termination of the V&C lease, the signage rights set forth above
                shall terminate and the V&C Sign shall be promptly removed by
                Landlord, at its sole cost and expense. Landlord represents that
                the V&C lease has a 10 year initial term with 2-5 year options
                of extension. The Landlord shall have the right to install on
                the exterior of the Building in the signage band serving the
                ground floor retail premises signage for the ground floor retail
                tenants. Tenant shall not place on the exterior of exterior
                walls (including both interior and exterior surfaces of windows
                and doors) or on any part of the Building outside the Premises,
                any sign, symbol, advertisement or the like visible to public
                view outside of the Premises except for a sign on the door of
                the Premises of the type commonly and customarily found in
                first-class office buildings for the purpose of identifying and
                locating the Premises and except for a sign located on the
                exterior of Wing One, the size and design of which sign shall
                always be subject to the prior approval of Landlord which shall
                not be unreasonably withheld or delayed and to compliance with
                all applicable law and regulations. Without Tenant's prior
                written approval signed by an executive officer of Tenant, no
                sign of any other tenant shall be located on the exterior of the
                Building above the

                                       -9-
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                ground floor level, except for the V&C sign as set forth above.
                Tenant will not install drapes, window blinds or other window
                coverings on exterior windows except for those reasonably
                approved by Landlord and in all events all such coverings shall
                be of a color reasonably approved by Landlord;

        (c)     Tenant shall not perform any act or any practice which injures
                the Premises, or any other part of the Building, or causes any
                offensive odors or loud noise, or constitutes a nuisance to any
                other tenant or tenants or occupants or other persons in the
                Building, or be detrimental to the reputation or appearance of
                the Building; Landlord shall impose a restriction to the
                substance of that set forth in this subsection (c) in leases of
                all other tenants in the Building and shall use reasonable
                efforts to enforce such restrictions, but Landlord shall have no
                liability to Tenant in respect of its failure to enforce such
                restriction.

        (d)     At Tenant's option, Landlord shall refer to Wing One of the
                Building as the "Keane Building" and shall not be entitled to
                change the name of Wing One during the Term and shall not name
                the Building or Wing Two after another tenant. Tenant shall not
                use the name of the Building directly or indirectly in
                connection with Tenant's business, except as a part of Tenant's
                address, and Landlord reserves the right to change the name of
                the Building at any time but in no event shall the name of the
                Building be changed to the name of any other tenant of the
                Building or any business organization so long as Tenant leases
                at least 35% of the office portion of the Building and no other
                tenant leases more space in the Building;

        (e)     The Tenant shall not use, handle, store, release or discharge
                hazardous materials, oil, or hazardous wastes in the Premises
                except for small amounts of cleaning materials and other
                materials normally used in office uses which might be deemed to
                be hazardous materials or hazardous waste under applicable law,
                provided that in its use, handling, storage, release and
                discharge thereof the Tenant shall comply with all applicable
                law and with the requirements of the manufacturers thereof;

        (f)     Within the Premises, Tenant shall comply with the Americans With
                Disabilities Act (42 U.S.C. Section 12101 et seq.) and the
                regulations and Accessibility Guidelines for Buildings and
                Facilities issued pursuant thereto (collectively the "ADA"), to
                the extent the same are applicable to the Premises; provided
                that Tenant shall not be required to so comply with the ADA to
                the extent that the Premises when delivered by Landlord to
                Tenant were not in compliance with the ADA or where compliance
                by Tenant is required as a result of any action by Landlord.

                                      -10-
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4.2     ALTERATIONS. After initial completion of any work to be done by Tenant
        as provided in Article VI, Tenant shall not alter or add to the
        Premises, except in accordance with written consent from Landlord, which
        Landlord agrees not unreasonably to withhold or delay as to alterations
        or additions which (i) are not visible from the exterior of the Premises
        and (ii) do not materially affect the structure or any mechanical,
        electrical or plumbing systems of the Building. Notwithstanding the
        foregoing, Landlord's prior written consent shall not be required with
        respect to any non-structural, interior alterations to the Premises
        which do not adversely affect the mechanical, electrical or plumbing
        systems of the Building and have a cost, in each instance, of less than
        $100,000, but Tenant shall notify Landlord as and when it makes any such
        alterations which are permitted without Landlord's prior consent.
        Tenant's work as described in Article VI and all other alterations,
        changes, additions and work ("Alterations") made by Tenant shall be made
        in accordance with all applicable laws, in a good and first-class
        workmanlike manner and in accordance with the reasonable requirements of
        Landlord's insurers and Tenant's insurers. Without limitation, said
        Tenant's work as described in Article VI and all other Alterations made
        by Tenant shall be performed in accordance with the provisions of this
        Article IV and of Article VI. Any contractor or other person undertaking
        any Alterations of the Premises on behalf of Tenant shall be covered by
        Commercial General Liability and Workmen's Compensation insurance with
        coverage limits reasonably acceptable to Landlord and evidence thereof
        shall be furnished to Landlord prior to the performance by such
        contractor or person of any work in respect of the Premises. Except for
        generators and HVAC supplemental equipment which Tenant has installed at
        its sole cost and expense on the roof of the Building to exclusively
        serve the Premises (such installation hereby is approved but shall be
        made in accordance with plans and specifications approved by Landlord
        such approval not to be unreasonably withheld or delayed, and in a
        manner so as not to void any roofing warranty and by contractors
        reasonably approved by Landlord, and at the end of the Term of the
        Lease, Tenant shall remove all of such equipment from the roof and shall
        repair all damage caused by the installation or removal of the same),
        all work performed by Tenant in the Premises shall remain therein and,
        at termination, shall be surrendered as a part thereof, except for
        Tenant's usual trade fixtures, furniture and equipment, installed prior
        to or during the Lease Term at Tenant's cost, which trade fixtures,
        furniture and equipment Tenant shall remove upon the termination of this
        Lease. Tenant agrees to repair any and all damage to the Premises
        resulting from the installation thereof or such removal or, if Landlord
        so elects, to pay Landlord for the cost of any such repairs forthwith
        after actual completion thereof and billing therefor.

        Landlord has given Tenant notice that on or about February 8, 2002 is
        (i) the date when Landlord plans to finish its construction of the roof
        and to install the rubberized roofing; and (ii) the date when Landlord
        plans to install the concrete filling on the roof.

                                      -11-
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                                    ARTICLE V
                            ASSIGNMENT AND SUBLETTING

5.1     PROHIBITION. Notwithstanding any other provisions of this Lease, Tenant
        covenants and agrees that it will not assign this Lease or sublet (which
        term, without limitation, shall include the granting of concessions,
        licenses, and the like) the whole or any part of the Premises without,
        in each instance, having first received the express written consent of
        Landlord, which consent the Landlord agrees not to unreasonably
        withhold, condition or delay, provided that the following conditions are
        satisfied, all in Landlord's reasonable judgment: (a) the proposed
        assignee or sublessee proposes office operations in the Premises which
        are consistent with the image and quality of the Building; (b) the
        proposed assignee or sublessee is not a governmental organization; (c)
        the proposed assignee or sublessee has the financial capacity necessary
        to carry out its obligations under this Lease or the sublease, as the
        case may be; (d) the operations proposed by the assignee or sublessee
        will not overload the Building's systems; and (e) any proposed
        subletting shall not result in a division of the Premises into more than
        two units per floor unless Tenant assumes in writing the cost and
        expense to restore the Premises upon the termination of this Lease.
        Landlord shall respond to any request for consent within thirty (30)
        days (ten (10) business days in the case of a subletting of one (1)
        floor or less), after receipt of Tenant's request for consent, and if
        such request contains a reminder in bold print of the timing for
        response, then if Landlord does not timely respond the consent shall be
        deemed granted.

        Any assignment of this Lease (which term shall include the subletting of
        the whole or any part of the Premises other than as permitted hereunder
        as set forth below) by Tenant without Landlord's express consent shall
        be invalid, void and of no force or effect. In any case where Landlord
        shall consent to such assignment or subletting, the Tenant named herein
        shall remain fully liable for the obligations of Tenant hereunder,
        including without limitation, the obligation to pay the Fixed Rent and
        other amounts provided under this Lease. Any such request shall set
        forth, in detail reasonably satisfactory to Landlord, the identification
        of the major business terms upon which proposed assignment or subletting
        is to be made, including, without limitation, the rent or any other
        consideration to be paid in respect thereto.

        It shall be a condition of the validity of any such assignment that the
        assignee agrees directly with Landlord, in form reasonably satisfactory
        to Landlord, to be bound by all the obligations of Tenant hereunder,
        including, without limitation, the obligation to pay Fixed Rent and
        other amounts provided for under this Lease and the covenant against
        further assignment and subletting, except as expressly permitted
        hereunder, but such assignment or subletting shall not relieve the
        Tenant named herein of any of the obligations of Tenant hereunder, and
        Tenant shall remain fully liable therefor. In no event, however, shall
        Tenant assign this

                                      -12-
<Page>

        Lease or sublet the whole or any part of the Premises to a proposed
        assignee or sublessee which has been judicially declared bankrupt or
        insolvent according to law, or with respect to which an assignment has
        been made of property for the benefit of creditors, or with respect to
        which a receiver, guardian, conservator, trustee in involuntary
        bankruptcy or similar officer has been appointed to take charge of all
        or any substantial part of the proposed assignee's or sublessee's
        property by a court of competent jurisdiction, or with respect to which
        a petition has been filed for reorganization under any provisions of the
        Bankruptcy Code now or hereafter enacted, or if a proposed assignee or
        sublessee has filed a petition for such reorganization, or for
        arrangements under any provisions of the Bankruptcy Code now or
        hereafter enacted and providing a plan for a debtor to settle, satisfy
        or extend the time for the payment of debt. Tenant shall, within thirty
        days after demand, reimburse Landlord for the reasonable out-of-pocket
        legal fees and expenses (not to exceed $500 in any one instance)
        incurred by Landlord in processing any request to assign this Lease or
        to sublet all or any portion of the Premises, whether or not Landlord
        agrees thereto, and if Tenant shall fail to reimburse Landlord, the same
        shall be a default in Tenant's monetary obligations under this Lease.

        Without limitation of the rights of Landlord hereunder in respect
        thereto, if there is any assignment of this Lease by Tenant for
        consideration or a subletting of the whole of the Premises by Tenant at
        a rent or other consideration which exceeds the rent payable hereunder
        by Tenant, or if there is a subletting of a portion of the Premises by
        Tenant at a rent in excess of the subleased portion's pro rata share of
        the rent payable hereunder by Tenant (which shall not include any
        consideration given for the use of furniture, telecommunications
        equipment or other equipment), then Tenant shall pay to Landlord, as
        additional rent, forthwith upon Tenant's receipt of the consideration
        (or the cash equivalent thereof) therefor, 50% of any such excess, after
        Tenant has recouped the reasonable out-of-pocket costs and expenses
        which Tenant has incurred in entering into such assignment or sublet.
        The provisions of this paragraph shall apply to each and every
        assignment of this Lease and each and every subletting of all or a
        portion of the Premises, except to a Permitted Transferee (as defined
        below), in each case on the terms and conditions set forth herein. For
        the purposes of this Section 5.1, the term "rent" shall mean all Fixed
        Rent, additional rent or other payments and/or consideration payable by
        one party to another for the use and occupancy of all or a portion of
        the Premises.

        The provisions of this Section 5.1 relating to the necessity of
        Landlord's prior consent shall not, however, be applicable to an
        assignment of this Lease by Tenant to (i) a subsidiary (for such period
        of time as the stock of such subsidiary continues to be owned by Tenant,
        it being agreed that except as hereinafter set forth the subsequent sale
        or transfer of fifty percent (50%) or more of the stock of such
        subsidiary shall be treated as if such sale or transfer were, for all
        purposes, an assignment of this Lease governed by the Provisions of this
        Section 5.1); or (ii) controlling corporation; or (iii) corporation
        under common control with

                                      -13-
<Page>

        Tenant (an "affiliate") (but if at any time such entity ceases to be an
        affiliate, then except as hereinafter set forth the same shall be
        treated as an assignment of this Lease governed by the provisions of
        this Section 5.1); or (iv) to an entity which is acquiring all of
        Tenant's assets whether through an acquisition of assets, merger, or
        consolidation (each such transferee herein a "Permitted Transferee");
        provided (and it shall be a condition of the validity of any such
        assignment) that such Permitted Transferee agree directly with Landlord
        to be bound by all of the obligations of Tenant hereunder, including,
        without limitation, the obligation to pay the rent and other amounts
        provided for under this Lease, the covenant to use the Premises only for
        the purposes specifically permitted under this Lease and the covenant
        against further assignment except as permitted herein; but such
        assignment shall not relieve Tenant herein named of any of its
        obligations hereunder, and Tenant shall remain fully liable therefor.
        Notwithstanding the foregoing, should Tenant enter into a sublease of a
        portion (being less than 50% of the floor area) of the Premises with a
        subsidiary or affiliate then the "spin off" of such subsidiary or
        affiliate through the sale of stock thereof to a third party or the
        merger or consolidation of such subsidiary or affiliate with such third
        party where such spin off is accomplished to further the business
        objectives of the Tenant and not to avoid the prohibition against
        subletting set forth herein shall be permitted without the necessity of
        the Landlord's consent, provided that (i) as herein set forth the Tenant
        shall remain obligated under this Lease notwithstanding such subletting
        and (ii) the sublessee shall agree directly with Landlord that its
        sublease is subject and subordinate to this Lease in all respects and
        that it will attorn to Landlord, at Landlord's request, should this
        Lease terminate for any reason.

                                   ARTICLE VI
                            DELIVERY OF PREMISES AND
                           RESPONSIBILITY FOR REPAIRS
                              CONDITION OF PREMISES

6.1     DELIVERY OF POSSESSION OF PREMISES.

        (a)     Subject to and in accordance with the terms and conditions of
                this Lease, Landlord shall, at its expense, commence and
                diligently prosecute to completion in a good and workmanlike
                manner in accordance with all applicable laws, rules,
                regulations, requirement, statutes, ordinances, by-laws and
                court decisions which are now or hereafter in force (the "Legal
                Requirements"): (i) the Building and other improvements
                associated therewith in accordance with Landlord's Plans and
                Specifications (as defined below); and (ii) all other
                improvements to be constructed on the Lot (including, without
                limitation, parking areas, roads, sidewalks, utility lines,
                lighting, fire safety systems and landscaping) necessary for the
                operation, use and maintenance of the Building for the purposes
                set forth herein. Landlord represents and warrants that to its
                knowledge as of the date hereof it has obtained all material
                federal, state and local permits and

                                      -14-
<Page>

                approvals necessary for the construction and operation of the
                Building except for a building permit and a conditional use
                permit under the Boston Zoning Code and (ii) once such a
                conditional use permit is obtained and no longer subject to
                appeal, the Use is permitted as of right under applicable zoning
                ordinances and under the Ground Lease.

        (b)     Following substantial completion of the Landlord's Work,
                Landlord shall cause its architect Add Inc. (the "Architect"),
                to measure the rentable floor area of the Building and the
                Premises in accordance with BOMA standards for a multi-tenant
                building, but in no event shall the loss factor in connection
                therewith exceed 12%, and to certify such area and the final
                usable floor area of the Building and Premises in writing to
                Landlord and Tenant and to furnish a copy of such
                certifications, along with sufficiently detailed back-up
                information include a breakdown of the architect's calculation
                and CAD Discs in a commercially standard format, to Tenant for
                confirmation by Tenant and Tenant's architect. If within ten
                (10) business days after Tenant has received from Landlord such
                certifications and backup information Tenant has neither
                approved such certifications in writing or given written
                objection to the same stating the reasons therefor, then
                Landlord may give Tenant notice reminding Tenant that Tenant has
                not approved or rejected the same and if within ten (10)
                business days thereafter Tenant still fails to act then the
                certifications shall be deemed confirmed and approved by Tenant.
                However, if Tenant timely objects to such certifications, then
                the measurement of the Rentable Floor Area of the Building and
                Premises shall be made by an independent third party AIA
                certified architect chosen jointly by the Architect and Tenant's
                architect and the costs of such third party architect shall be
                borne jointly by Landlord and Tenant. Following agreement by the
                parties on the measurements so made or its determination by
                arbitration as set forth above, such measurements shall then be
                the "Rentable Floor Area of the Building" and "Rentable Floor
                Area of the Premises" and shall be substituted in the definition
                of "Rentable Floor Area of the Building" and "Rentable Floor
                Area of the Premises" as set forth in Section 1.2 of this Lease,
                and that determination of Rentable Floor Area of the Premises
                shall then be used in computing and determining the annual Fixed
                Rent payable during the original Lease Term (as set forth under
                the definition of annual Fixed Rent in Section 1.2 hereof), the
                Tenant Allowance (as set forth in Section 6.3A hereof) and the
                other provisions of this Lease involving the Rentable Floor Area
                of the Building or the Premises. In addition, Landlord and
                Tenant shall promptly execute a written statement in recordable
                form setting forth the recomputed figures resulting from such
                determination.

        (c)     Landlord shall not, without Tenant's prior written consent not
                to be unreasonably withheld or delayed, make any changes to
                Landlord's Work

                                      -15-
<Page>

                that would (i) cause a delay in the Target Date, (ii) reduce or
                otherwise materially adversely affect the nature, quality or
                capacity of the heating, ventilating, air-conditioning,
                plumbing, mechanical (including elevators), electrical,
                telephone, telecommunications and other utilities, services,
                systems and equipment serving the Premises, or (iii) require any
                substantial revision to Tenant's Approved Plans (as defined in
                Section 6.2 below) or otherwise materially affect the design of
                the Tenant's Work (as defined below).

        (d)     The Premises shall be conclusively deemed delivered to Tenant as
                soon as the initial work to be done by Landlord as set forth in
                Exhibit C hereto (the "Landlord's Work or "Landlord Work") has
                been substantially completed by Landlord (as defined in Section
                6.3B) or would have been so completed except for Tenant Delay.
                If any delay in such substantial completion is

                (i)     due to any change in the Landlord's Work requested by
                        Tenant (a "Tenant Change Order"); or

                (ii)    caused in whole or in part by another Tenant Delay

        then the Premises shall be deemed ready on the date the same would have
        been ready except for such delay caused by a Tenant Change Order or
        Tenant Delay.

        If as hereinabove provided the Premises are so deemed ready for Tenant's
        occupancy prior to the time they are actually ready for Tenant's
        occupancy, Tenant shall not (except with Landlord's consent) be entitled
        to take possession of the Premises for use as set forth herein until the
        Premises are in fact actually ready for such occupancy, notwithstanding
        the fact because the premises shall have as above stated been deemed
        ready for such occupancy that the Term hereof shall on that account have
        commenced..

6.2     PLANS AND SPECIFICATIONS. Annexed hereto as Exhibit C-1 is a matrix
        showing the elements of Landlord's Work and Tenant's Work. Landlord has
        prepared and delivered to Tenant Landlord's plans and specifications
        ("Landlord's Plans and Specifications") for Landlord's Work. The same
        have been approved by Tenant. All of Landlord's Work shall be performed
        in accordance with Landlord's Plans and Specifications. Tenant agrees to
        deliver to Landlord by April 1, 2002 schematic and design plans (herein
        called "Schematic Tenant Plans") for the work to be undertaken to
        prepare the Premises for Tenant's use and occupancy by Tenant (the
        "Tenant Work") for Landlord's review and approval which approval shall
        not be unreasonably withheld, conditioned or delayed. Landlord shall
        cooperate reasonably with Tenant and its architect in connection with
        the preparation of the Schematic Tenant Plans, including, without
        limitation, providing copies of the Landlord's Plans and Specifications
        and any other information relating to the Building and the Landlord's
        Work as Tenant or

                                      -16-
<Page>

        its architect may reasonably request and permitting Tenant or its
        architect reasonable access to the Building and the Lot to take
        measurements and to perform inspections.

        Any submittal to Landlord which is not responded to by Landlord in
        writing within fifteen (15) business days of receipt of the same (and
        with respect to any revised submittal, within five (5) business days of
        receipt of the same) shall be deemed approved provided that the
        submittal contains a statement at a prominent location and in bold type
        to the following effect: "If you do not respond to this submittal in
        writing within fifteen (15) business days [or five (5) business days, as
        applicable], this submittal shall be deemed approved." Tenant shall
        deliver to Landlord within the later of (i) April 1, 2002 or (ii) ninety
        (90) days after Landlord has approved Tenant's approved Schematic Tenant
        Plans, construction drawings (herein called "Initial Tenant Plans") for
        the Tenant Work for Landlord's review and approval, which approval shall
        not be unreasonably withheld, conditioned or delayed; provided, however,
        Landlord may not disapprove any matter that is consistent with Tenant's
        approved Schematic Tenant Plans. Landlord shall cooperate reasonably
        with Tenant and its architect in connection with the preparation of the
        Initial Tenant Plans, including, without limitation, providing such
        information as Tenant or its architect may reasonably request and
        permitting Tenant or its architect reasonable access to the Building and
        the Lot to take measurements and perform inspections.

        For the purposes of this Lease, "Tenant Approved Plans" shall mean the
        final version of the Initial Tenant Plans approved by Landlord.

        Tenant may, from time to time, submit to Landlord any material changes
        or additions to the Tenant's Approved Plans desired by Tenant, which
        changes or additions shall be subject to Landlord's approval, which
        shall not be unreasonably withheld, conditioned or delayed provided the
        same do not delay Landlord's Work or result in any increase to Landlord
        in cost, provided, however that in the case where the same do not delay
        Landlord's Work but do result in an increase to Landlord in cost then
        Landlord shall make the same provided that Tenant has agreed in writing
        with Landlord to pay all of such increased costs promptly upon billing
        therefor, in which case Tenant shall pay such costs to Landlord promptly
        upon billing therefor. Any non-material changes shall not require
        Landlord's consent.

6.3     PREPARATION OF PREMISES.

        (a)     Landlord. Landlord shall perform the work set forth on Exhibit C
                hereto and shall not be obligated to perform any other work to
                the Premises or Building, except as otherwise expressly set
                forth herein.

                                      -17-
<Page>

        (b)     By Tenant. All work in addition to that set forth on Exhibit C
                to prepare the Premises for Tenant's occupancy shall be done by
                Tenant at its sole cost and expense in accordance with the terms
                of this Lease.

        (c)     Any additional cost to Landlord in connection with the
                completion of the Premises in accordance with the terms of this
                Lease (including Exhibit C) resulting from Tenant Change Orders
                or Tenant Delay shall be promptly paid by Tenant to Landlord.
                For the purposes of the next preceding sentence, the term
                "additional cost to Landlord" shall mean any cost in excess of
                $5000 in the aggregate over and above such cost as would have
                been the aggregate cost to Landlord of completing the Premises
                in accordance with the terms of this Lease and Exhibit C had
                there been no Tenant Change Order or Tenant Delay, as such cost
                is reasonably determined by Landlord's Architect. Landlord shall
                pay to Tenant any additional costs to Tenant (meaning any costs
                in excess of $5000 in the aggregate over and above such costs as
                would have been the aggregate cost to Tenant of performing
                Tenant's Work in accordance with the terms of this Lease had
                there been no Landlord Change (as hereinafter defined)) which
                has resulted from a change made by Landlord to Landlord's Plans
                and Specifications which has not been approved by Tenant (a
                "Landlord Change"). Nothing contained in this provision shall
                limit or qualify or prejudice any other covenants, agreements,
                terms, provisions and conditions contained in this Lease.

        (d)     With Landlord's prior written consent, Tenant shall have the
                right to enter the Premises prior to the Commencement Date,
                without payment of rent, to perform such work or decoration as
                to be performed by, or under the direction or control of,
                Tenant. Such right of entry shall be deemed a license from
                Landlord to Tenant and any entry thereunder shall be at the risk
                of Tenant.

        (e)     Tenant shall be conclusively deemed to have agreed that Landlord
                has performed all of its obligations under this Article VI
                unless not later than the end of the second calendar month next
                beginning after the Commencement Date, Tenant shall give
                Landlord written notice specifying the respects in which
                Landlord has not performed any such obligations, except that
                with respect to latent defects, such period shall be eleven
                months.

        Landlord shall cooperate with Tenant in obtaining all permits and
        approvals as are necessary for the construction of the Tenant Work. The
        Term of this Lease shall commence (the "Commencement Date") upon the
        earlier to occur of (i) 180 days after the date that the Landlord Work
        is substantially completed (as defined below) or (ii) the date that
        Tenant first commences business operations within any part of the
        Premises; provided, however, that if Tenant commences business

                                      -18-
<Page>

        operations within some portion, but not all of the Premises prior to the
        expiration of such 180-day period then the Term shall only commence with
        respect to such portion.

        Landlord and Tenant and their contractors shall reasonably cooperate
        with each other in scheduling their work so that neither shall
        unreasonably delay or interfere with the work of the other. During the
        period when Landlord Work and Tenant Work are both being conducted,
        Landlord, Tenant and their architects and contractors shall have weekly
        meetings in order to discuss the status of the construction and
        coordinating construction activities with each other. In addition,
        Landlord shall permit Tenant and its contractors access to the Building
        prior to the date when the Landlord Work has been substantially
        completed at mutually agreed upon times so that Tenant may perform work
        which may be most timely and economically performed prior to the date of
        such substantial completion, such as, by way of example and not by way
        of limitation, access to part of the walls within the Building being
        enclosed so that Tenant and/or its contractors may install Tenant's
        computer, data and telephone lines, but in the performance of such early
        entry, Tenant shall not delay Landlord Work and Tenant's contractors
        shall cooperate completely with Landlord's contractors. Landlord shall
        give Tenant reasonable advance notice of its schedule for construction
        and reasonable dates for access by Tenant and its contractor.

        Landlord agrees to obtain from the general contractor performing the
        Landlord's Work and from the subcontractor performing portions thereof,
        construction warranties that for a period as determined by Landlord (but
        not less than one year) such work is free of material defects in
        workmanship and materials and conforms in all material respects to
        Landlord's final plans including a warranty for no less than ten years
        on the roof system of the Building. Landlord agrees to promptly replace
        or repair, at its expense, items of Landlord's Work which are then
        incomplete or do not conform to the Landlord's final plans as to which
        Tenant shall have given notice to Landlord within sixty days after the
        date of substantial completion of Landlord's Work except that with
        respect to latent defects, such period is extended to eleven months. All
        construction work required or permitted by this Lease shall be done in a
        good and workmanlike manner and in compliance with all applicable Legal
        Requirements. Each party or its architect may inspect the work of the
        other at reasonable times and shall promptly give notice of observed
        defect. Each party is authorized by the other to rely, in connection
        with design and construction upon approval and other actions on the
        party's behalf by any Construction Representative of the party named
        below or any person hereafter designated in substitution or addition by
        notice of the party relying: Tenant's Construction Representative: Kim
        Thurber, Landlord's Construction Representative: Fred Greatorex.

6.3A    LANDLORD'S PAYMENT. Upon satisfaction of the following conditions, and
        provided the Tenant is not then in default under this Lease beyond the
        expiration

                                      -19-
<Page>

        of applicable notice and cure periods (but such amount shall become due
        when Tenant cures any such default), Landlord shall pay to Tenant an
        amount equal to $30.00 per square foot of rentable area of the Premises
        (the "Tenant Allowance") as an inducement to Tenant to enter into this
        Lease:

        (a)     one third of such amount shall be payable by Landlord to Tenant
                no later than thirty (30) days after the date when the Tenant
                Approved Plans shall have been approved by Landlord, provided
                that at such date Tenant is not in default under this Lease
                beyond the expiration of applicable cure and/or notice periods
                (but such amount shall become due when Tenant cures any such
                default); (b) an additional one-third of such amount shall be
                paid to Tenant within thirty days after Tenant shall have
                completed one-third of the Tenant's Work, shall have furnished
                to Landlord partial lien waivers and releases from all
                contractors, materialmen and suppliers with respect to such
                work, and a certificate of Tenant's general contractor that such
                work has been completed to such extent; and (c) the remainder of
                such amount shall be paid to Tenant upon satisfaction of the
                following conditions:

                (i)     Tenant shall have substantially completed all of
                        Tenant's Work, shall have paid for such work in full and
                        shall have delivered to Landlord lien waivers in
                        recordable form from all materialmen, contractors and
                        suppliers (in excess of $10,000) with respect to such
                        work (with respect to any contractor, materialman or
                        supplier in respect of which Tenant has not delivered to
                        Landlord a lien waiver where such lien waiver is
                        required, then Landlord shall withhold from the Tenant
                        Allowance an amount equal to the unpaid balance of such
                        work or materials to such materialman, contractor or
                        supplier until such lien waiver has been received but
                        shall pay the remainder of such Tenant Allowance to
                        Tenant), and

                (ii)    Tenant shall have delivered to Landlord reasonable
                        evidence of the cost of the work in the form of paid
                        invoices, receipts and the like, and

6.3B    SUBSTANTIAL COMPLETION.

        (a)     Landlord's Work shall be treated as having been "substantially
                completed" for purposes of this Lease on the latest of:

                (i)     The date on which the Landlord's Work in the Premises as
                        described in Landlord's Plans and Specifications has
                        been completed except for Punch List Items;

                (ii)    The Architect certifies to Tenant that Landlord's Work
                        in the

                                      -20-
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                        Premises as described in Landlord's Plans and
                        Specifications has been substantially completed in
                        accordance with said plans;

                (iii)   the completion of any portion of the Landlord's Work
                        outside the Premises necessary to enable Tenant and its
                        contractor to commence the Tenant Work;

                (iv)    Building Systems, including, without limitation, the
                        heating, ventilation, air conditioning, plumbing,
                        mechanical, electrical, telephone, life safety and
                        telecommunications systems (to the extent to be provided
                        by Landlord according to the Landlord's Plans and
                        Specifications) are installed within the Building and
                        delivered to the Premises to the extent necessary to
                        permit the commencement, continuation and completion of
                        the Tenant's Work; and

                (v)     Landlord's Work outside the Premises shall be completed
                        to the extent necessary to deliver all utilities to the
                        Premises.

        On or about the date that Landlord's Work is substantially complete,
        Landlord's Construction Representative and Tenant's Construction
        Representative shall conduct a joint walk-through of the Premises and
        shall prepare a mutually acceptable inventory of "punch list" items (the
        "Punchlist Items"). With respect to Landlord's Work, Landlord shall
        cause all Punchlist Items to be completed within 30 days after the
        "delivery" thereof, except such Punchlist Items that cannot be completed
        due to seasonal conditions or because completion of the Tenant Work is
        necessary for the completion of such Landlord's Work, which in either
        case Landlord shall complete as soon as such condition reasonably
        permit, but in no event longer than 30 days, subject to delays due to
        Landlord's Force Majeure.

        Landlord and Tenant acknowledge that certain of Landlord's finish work
        in the lobby and in the bathrooms and in the elevators will not be
        performed by the date of such substantial completion but Landlord shall
        perform such work no later than 120 days after the date of substantial
        completion; provided, however, that if Tenant intends to occupy a
        portion or portions of the Premises prior to the expiration of such
        120-day period, Tenant may accelerate such period with respect to such
        portions by notice given to Landlord at least thirty (30) days prior to
        the end of such accelerated period.

        To the extent that any of Landlord's Work to the Building has not been
        completed and the lack of completion thereof delays Tenant in the
        completion of the Tenant Work (including any unreasonable interference
        with Tenant's contractors' access to the Premises) or in obtaining a
        certificate of occupancy then the 180 day period set forth above shall
        be extended to the extent of such Landlord Delay. In any

                                      -21-
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        case, by the end of such 180 day period and subject to Landlord's Force
        Majeure Landlord shall complete the construction of the plaza area.

6.4     REPAIRS TO BE MADE BY LANDLORD. Landlord agrees to keep in good order,
        condition and repair the Common Areas and common facilities of the
        Building, including, but not limited to, all HVAC, electrical, plumbing,
        security, life safety and other mechanical systems ("Building Systems")
        and the driveways and other common areas of the Lot, and the structure,
        foundations and roof of the Building, insofar as any of the foregoing
        affects the Premises or access thereto or the use thereof, and shall
        maintain the same in accordance with applicable laws, ordinances,
        governmental rules and regulations, directions and orders of officers of
        governmental agencies having jurisdiction except that where the same
        results from the specific nature of Tenant's use or any alterations or
        changes made by Tenant, Tenant shall reimburse Landlord for the cost
        thereof upon demand. Landlord shall in no event be responsible to Tenant
        for the condition of glass in the Premises or for the entry doors to the
        Premises, or with respect to any condition in the Premises or the
        Building caused by any act or neglect of Tenant or any contractor,
        agent, employee or invitee of Tenant, or anyone claiming by, through or
        under Tenant, Landlord shall restore the same and Tenant shall reimburse
        Landlord for the cost thereof upon demand. Landlord shall not be
        responsible to make any improvements or repairs to the Building or the
        Premises other than as expressed in this Section 6.4 unless otherwise
        expressly provided in this Lease. Landlord shall use all commercially
        reasonable efforts to minimize noise or vibration on the roof of the
        Building, and in connection therewith Landlord's design of the HVAC
        units and other equipment located on the roof shall be such that noise
        levels will not exceed 44 dBA or RC II 37 [equivalent NC 34 more or
        less] (the "Noise Standard"). Landlord shall cause all equipment located
        on the roof by other tenants to be designed to satisfy the Noise
        Standard, and Tenant shall cause any of its equipment located on the
        roof to be designed to satisfy the Noise Standard. If any equipment
        located on the roof by Landlord or other tenants shall not satisfy the
        Noise Standard in operation, then Landlord shall perform such work as
        shall be necessary so that such equipment shall satisfy the Noise
        Standard in operation, and if any equipment located on the roof by
        Tenant does not satisfy the Noise Standard in operation then Tenant
        shall perform such work as shall be necessary to cause such equipment to
        satisfy the Noise Standard in operation.

        Landlord shall never be liable for any failure to make repairs which,
        under the provisions of this Section 6.4 or elsewhere in this Lease,
        Landlord has undertaken to make unless: (a) Tenant has given notice to
        Landlord of the need to make such repairs as a result of a condition in
        the Building or in the Premises requiring any repair for which Landlord
        is responsible except that to the extent that the Landlord or its agent
        otherwise has actual knowledge of the need for such repair then such
        notice shall not be required and Landlord shall be required to commence
        to make such repairs within a reasonable time after Landlord has actual
        knowledge thereof;

                                      -22-
<Page>

        and (b) Landlord has failed to commence to make such repairs within five
        (5) business days after receipt of such notice or actual knowledge if
        any repairs are, in fact, necessary.

6.5     TENANT'S AGREEMENT. Tenant agrees that throughout the Lease Term Tenant
        will keep neat and clean and maintain in as good order, condition and
        repair as exists at the Commencement Date, reasonable wear and tear only
        excepted, the Premises and every part thereof, excepting only those
        repairs for which Landlord is responsible under the terms of this Lease
        or where the cause thereof is the result of Landlord's default under
        this lease and damage by fire or other casualty or as a consequence of
        the exercise of the power of eminent domain, and shall surrender the
        Premises at the end of the Term, in such condition. Without limitation,
        Tenant shall maintain and use the Premises in accordance with all
        applicable laws, ordinances, governmental rules and regulations,
        directions and orders of officers of governmental agencies having
        jurisdiction; and in accordance with the reasonable requirements of
        Landlord's and/or Tenant's insurers; provided, however, that in
        connection with such compliance with laws, etc. the Tenant shall not be
        required to make any structural alterations or changes to the Building
        or the Premises except where the same are required as a result of the
        specific nature of the use being made by Tenant of the Premises or by
        reason of any alterations or changes made by Tenant to the Premises.
        Tenant shall, at Tenant's own expense, obtain and maintain in effect all
        permits, licenses and the like required by applicable law for Tenant's
        particular use of the Premises or for any Alterations made by Tenant to
        the Premises. Landlord has entered into a certain traffic agreement with
        the Boston Redevelopment Authority and certain other agreements with the
        Boston Redevelopment Authority and in connection therewith encourages
        all employers at the Building to participate in the Corporate Pass
        Program of the Massachusetts Bay Transit Authority and the use of mass
        transit by persons working in Boston and to inform their employees of
        the benefit of using monthly transit passes and further encourages all
        employers in the Building to employ Boston residents. If required by any
        governmental authority, Landlord may request Tenant to report
        periodically on the number of Boston residents employed by Tenant at the
        Premises and the number of its employees who use mass transit passes
        issued under the Corporate Pass Program, and Tenant will use reasonable
        efforts to comply with such request. Tenant shall not permit or commit
        any waste, and Tenant shall be responsible for the cost of repairs which
        may be made necessary by reason of damage to any areas in the Building,
        including the Premises, by Tenant, Tenant's contractors or Tenant's
        agents, employees or invitees, or anyone claiming by, through or under
        Tenant.

        If repairs are required to be made by Tenant pursuant to the terms
        hereof, Landlord may demand that Tenant make the same forthwith, and if
        Tenant refuses or neglects to commence such repairs and complete the
        same within the applicable cure period after such demand, Landlord may
        (but shall not be required to do so)

                                      -23-
<Page>

        make or cause such repairs to be made. If Landlord makes or causes such
        repairs to be made, Tenant agrees that Tenant will forthwith, on demand,
        pay to Landlord the cost thereof, and if Tenant shall default in such
        payment, Landlord shall have the remedies provided for the nonpayment of
        rent or other charges payable hereunder.

6.6     FLOOR LOAD - HEAVY MACHINERY. Tenant shall not place a load upon any
        floor in the Premises exceeding the lesser of (a) the floor load per
        square foot of area which such floor was designed to carry as certified
        by Landlord's architect and (b) the floor load per square foot of area
        which is allowed by law. Landlord reserves the right to prescribe the
        weight and position of all business machines and mechanical equipment,
        including scales, which shall be placed so as to distribute the weight.
        Business machines and mechanical equipment shall be placed and
        maintained by Tenant at Tenant's expense in settings sufficient, in
        Landlord's reasonable judgment, to absorb and prevent vibration, noise
        and annoyance. Tenant shall not move any safe, heavy machinery, heavy
        equipment, freight, bulky matter or fixtures into or out of the Building
        without Landlord's prior consent, which shall not be unreasonably
        withheld, conditioned or delayed.

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

                                   ARTICLE VII
                      SERVICES TO BE FURNISHED BY LANDLORD
                               AND UTILITY CHARGES

7.1     LANDLORD'S SERVICES. At Landlord's sole cost and expense but subject to
        reimbursement pursuant to the terms hereof, Landlord covenants during
        the Lease Term during the hours of 8 a.m. to 6 p.m., Monday through
        Friday, and 8 a.m. to 1 p.m. on Saturdays, holidays (New Year's Day,
        President's Day, Memorial Day, July 4th, Labor Day, Thanksgiving and
        Christmas) excepted ("Normal Building Operating Hours"):

        (a)     to provide heating and air conditioning in the Premises during
                the normal heating and air conditioning seasons, and the
                Building heating and air conditioning systems shall be designed
                to provide heating and air conditioning in compliance with the
                specifications attached as Exhibit F;

                                      -24-
<Page>

        (b)     at all times, to furnish hot and cold water for ordinary toilet,
                lavatory and drinking purposes (Landlord is not required to
                furnish water for kitchens or kitchenettes). If Tenant requires
                water for any other purpose, including without limitation for a
                kitchen, Tenant shall pay the Landlord a fair and equitable
                charge therefor determined by Landlord to reimburse Landlord for
                the cost of such water and related sewer use charge (including a
                charge to reimburse Landlord for the cost of metering Tenant's
                usage);

        (c)     to furnish non-exclusive passenger elevator service and, where
                provided, exclusive elevator service. Subject to the terms of
                Section 2.2 of this Lease, access to the Premises through
                elevators shall be provided on a 24-hour basis each day of the
                year, but subject to such reasonable rules and regulations for
                security as the Landlord may reasonably establish; and

        (d)     unless Tenant elects otherwise as provided below, to furnish
                cleaning services for the Premises and Common Areas and elevator
                reasonably consistent with such services set forth on Exhibit I
                hereto.

        (e)     to provide electricity to the Premises at least equal to eight
                watts per Rentable Square Foot, exclusive of HVAC; and

        (f)     provide for the clearance and removal of snow and ice from the
                driveways and walkways on the Lot and the maintenance, in a good
                and attractive condition, of all landscaping on the Lot.

        The services to be provided by Landlord under this Section 7.1 shall be
        at least consistent in quality with the quality of services in
        facilities similar to the Building in the general vicinity of the
        Building. In addition, Landlord agrees to furnish, at Tenant's expense,
        HVAC at times other than Normal Business Operating Hours, upon Tenant's
        request and such additional special services as may be mutually agreed
        upon by Landlord and Tenant, upon reasonable and equitable rates from
        time to time established by Landlord, and Tenant shall pay therefor
        promptly after receipt of billing at the time of Tenant's next Fixed
        Rent payment. Landlord's initial charge for overtime HVAC is $50.00 per
        hour.

        Tenant may elect to provide janitorial services to the Premises by
        notice to Landlord to such effect given no later than May 1, 2002.

        If Tenant has elected that it will provide its own janitorial service it
        may at any time thereafter elect that Landlord shall provide such
        service but such election cannot be made more than once in any two year
        period and then at least six months prior to date upon which Landlord is
        to begin furnishing such service. If, however, Tenant has at any time
        elected not to provide such service it may thereafter elect to provide
        such service for itself provided that it gives Landlord at least twelve
        months advance notice thereof and shall not make any such election

                                      -25-
<Page>

        more often than once in any twenty-four month period. Landlord and
        Tenant shall coordinate so that Tenant's provision of its own janitorial
        service shall commence at a time when Landlord's then current contract
        for the provision of janitorial services to the Building is ending or up
        for renewal. If at any time Tenant has elected to provide its own
        janitorial service then there shall be a fair reduction in rent by the
        cost which Landlord would have incurred in an arms-length commercially
        reasonable context to provide such service less any extra cost which the
        Landlord incurs in providing janitorial service to the rest of the
        Building as a result of the deletion of Tenant's Premises from
        Landlord's contract with its janitorial contractor, and during such
        period of time, the Base Operating Expenses shall be reduced by the
        amount which Landlord would have incurred in providing such janitorial
        services to Tenant's Premises during the Base Year or in fact the amount
        which Landlord actually incurred during such Base Year, as the case may
        be.

7.2     PAYMENT OF UTILITY CHARGES. With respect to electricity for lighting and
        equipment in the Premises, prior to the Commencement Date the same shall
        be separately metered by Landlord, and Tenant agrees to pay all bills
        therefor promptly to the utility company furnishing the same and, if
        requested by Landlord, provide Landlord with evidence of such payment.
        If such utility company shall have a lien on the Premises for nonpayment
        of such charges and Tenant shall fail at any time to make payment of
        same, without limitation of Landlord's rights on account of such
        failure, Tenant shall thereafter, if requested by Landlord, pay to
        Landlord, when monthly Fixed Rent is next due and thereafter on
        Landlord's demand, an amount reasonably estimated by Landlord to be
        sufficient to discharge any such lien. Such amount or such portion
        thereof as shall be unexpended at the expiration of this Lease shall,
        upon full performance of all Tenant's obligations hereunder, be repaid
        to Tenant without interest.

                                  ARTICLE VIII
                      REAL ESTATE TAXES AND OTHER EXPENSES

8.1     TENANT'S SHARE OF REAL ESTATE TAXES.

        (a)     For the purposes of this Section:

                (i)     The term "Tax Period" shall mean the period during which
                        Taxes (as hereinafter defined) are required to be paid
                        under applicable law. Thus, under the law presently in
                        effect in the Commonwealth of Massachusetts, Tax Period
                        means the period from July 1 of a calendar year to June
                        30 of the subsequent calendar year. Suitable adjustment
                        in the determination of Tenant' obligation under this
                        Section 8.1 shall be made in the computation for any Tax
                        Period which is greater than or less than twelve (12)
                        full calendar months.

                                      -26-
<Page>

                (ii)    The term "Taxes" shall mean all real estate taxes and
                        assessments (which term, for purposes of this provision,
                        shall include water and sewer use charges which are not
                        separately metered to Tenant or any other occupant of
                        the Building), special or otherwise, levied or assessed
                        upon or with respect to the Lot and Building or any part
                        thereof and all ad valorem taxes for any personal
                        property of Landlord used in connection therewith. As of
                        the date of delivery of the Premises to Tenant, the Lot
                        shall be a single tax parcel, separately assessed,
                        including no taxable improvements other than the
                        Building (upon its completion) and the Common Areas
                        existing as of the Commencement Date. Should the
                        Commonwealth of Massachusetts, or any political
                        subdivision thereof, or any other governmental authority
                        having jurisdiction over the Lot and Building, (1)
                        impose a tax, assessment, charge or fee, which Landlord
                        shall be required to pay, by way of substitution for or
                        as a supplement to such real estate taxes and ad valorem
                        personal property taxes, or (2) impose an income or
                        franchise tax or a tax on rents in substitution for or
                        as a supplement to a tax levied against the Lot and
                        Building or any part thereof and/or the personal
                        property used in connection with the Lot or Building or
                        any part thereof, all such taxes, assessments, fees or
                        charges (hereinafter defined as "in lieu of taxes")
                        shall be deemed to constitute Taxes hereunder. Except as
                        hereinabove provided with regard to "in lieu of taxes",
                        Taxes shall not include any inheritance, estate,
                        succession, transfer, gift, franchise, net income or
                        capital stock tax or any so-called linkage payments. If
                        any betterment assessment is made against the Lot, and
                        such assessment may be paid in installments over a
                        number of years, then there shall be included in each
                        Tax Period's taxes only the installment of (or portions
                        thereof) falling due within such Tax Period had Landlord
                        elected to pay the same over the longest period
                        permitted by law (together with any statutory interest
                        thereon) whether or not Landlord so elects. If Landlord
                        shall obtain any abatement or reduction in Taxes a
                        portion of which has already been paid by Tenant under
                        this Section 8.1, then after Landlord deducts therefrom
                        the reasonable costs and expenses incurred by Landlord
                        in obtaining such abatement or reduction, Landlord shall
                        pay to Tenant Tenant's Share of such abatement or
                        reduction but not in excess of the amount of Taxes paid
                        in respect thereof paid by Tenant under this Section 8.1
                        for the Tax Period in question.

        (b)     In the event that the Taxes imposed with respect to the Lot and
                Building shall be greater during any Tax Period than the Base
                Taxes:

                                      -27-
<Page>

                (i)     Tenant shall pay to Landlord, as additional rent,
                        Tenant's Share of the amount by which the Taxes imposed
                        with respect to the Lot and Building for such Tax Period
                        exceed the Base Taxes, apportioned for any fraction of a
                        Tax Period contained within the Term, and

                (ii)    Landlord shall submit to Tenant a statement setting
                        forth the amount of such additional rent, and within
                        thirty (30) days after the delivery of such statement
                        (whether or not such statement shall be timely), Tenant
                        shall pay to Landlord the payment required under
                        subparagraph (i) above. So long as Taxes shall be
                        payable in installments under applicable law, Landlord
                        may submit such statements to Tenant in similar
                        installments. The failure by Landlord to send any
                        statement required by this subparagraph shall not be
                        deemed to be a waiver of Landlord's right to receive
                        such additional rent except that in no event shall
                        Tenant be responsible for Taxes not billed to Tenant
                        (other than in an abatement situation) within two years
                        after the date due to the appropriate governmental
                        authority. At Tenant's request, Landlord shall submit to
                        Tenant supporting back-up documentation with respect to
                        any statement which Landlord has delivered to Tenant for
                        payment.

        (c)     Tenant's payments in respect of increases in Taxes shall be
                adjusted on a per diem basis for and with respect to any portion
                of the Term which does not include an entire Tax Period.

        (d)     If Tenant is obligated to pay any additional rent as aforesaid
                with respect to any Tax Period or fraction thereof during the
                Term, then Tenant shall pay, as additional rent, on the first
                day of each month of the next ensuing Tax Period, estimated
                monthly tax escalation payments in an amount from time to time
                reasonably estimated by Landlord. Estimated monthly tax
                escalation payments for each ensuing Tax Period shall be made
                retroactively to the first day of the Tax Period in questions.
                Following the close of each Tax Period and with respect to which
                Tenant is obligated to pay any additional rent as aforesaid,
                Landlord shall submit the statement set forth in paragraph
                (b)(ii) of this Section 8.1 and in the event the total of the
                estimated monthly tax escalation payments theretofore made by
                Tenant to Landlord for such Tax Period does not equal Tenant's
                Share of the Taxes in excess of the Base Taxes, Tenant shall pay
                any deficiency to Landlord as shown by such statement within
                thirty (30) days after the delivery of such statement (whether
                or not such statement shall be timely). If the total of the
                estimated monthly tax escalation payments paid by Tenant during
                such Tax Period exceed the actual amount of Tenant's Share of
                the Taxes in excess of the Base Taxes, Landlord shall pay the

                                      -28-
<Page>

                same to Tenant within thirty (30) days or, at Landlord's Option
                credit the amount of such overpayment against subsequent
                obligations of Tenant for rent under this lease (but Landlord
                shall refund such overpayment if the Term has ended and Tenant
                has no further obligations to Landlord under this lease).

        (e)     When the applicable tax bill is not available prior to the end
                of the Term, then a tentative computation shall be made by
                Landlord on the basis of the Taxes for the next prior Tax
                Period, with a final adjustment to be made between landlord and
                Tenant promptly after Landlord shall have received the
                applicable tax bill.

        (f)     Payments by Tenant to Landlord on account of Taxes shall not be
                considered as being held in trust, in escrow or the like, by
                Landlord,; it being the express intent of Landlord and Tenant
                that Tenant shall in no event be entitled to receive interest
                upon, or any payments on account of earnings or profits derived
                from, such payments by Tenant to Landlord. Landlord shall have
                the same rights and remedies for the non-payment by Tenant of
                any amounts due on account of such Taxes as Landlord has
                hereunder for the failure of Tenant to pay the Fixed Rent.

8.2     TENANT'S SHARE OF OPERATING EXPENSES.

        (a)     For the purposes of this Section:

                (i)     The term "Operating Year" shall mean a calendar year in
                        which any part of the term of this Lease shall fall.

                (ii)    The term "Operating Expenses" shall mean all reasonable
                        expenses, costs and disbursements of every kind and
                        nature, paid or incurred by Landlord in operating,
                        insuring, owning, managing, repairing and maintaining
                        the Lot and Building and its appurtenances; including,
                        but without limitation: premiums for fire, casualty,
                        liability and such other insurance as Landlord may from
                        time to time maintain; security expenses; compensation
                        and all fringe benefits, workmen's compensation
                        insurance premiums and payroll taxes paid by Landlord
                        to, for or with respect to all persons engaged in
                        operating, maintaining, managing or cleaning (to the
                        extent that any personnel provide services for more than
                        the Building such compensation and benefits shall be
                        prorated on an equitable basis); fuel costs; steam,
                        water, sewer, electric gas, telephone, and other utility
                        charges not otherwise billed to tenants by Landlord or
                        the utility; expenses incurred in connection with the
                        central plant furnishing heating, ventilating and air
                        conditioning to the Building; costs of lighting,
                        ventilating, (including maintaining

                                      -29-
<Page>

                        and repairing ventilating fans and fan rooms); costs of
                        repairing and maintaining fire protection systems; costs
                        of building and cleaning supplies and equipment
                        (including rental); cost of maintenance, cleaning and
                        repairs; cost of snow plowing or removal, or both, and
                        care of interior and exterior landscaping; payments to
                        independent contractors under contracts for cleaning,
                        operating, management, maintenance and/or repair (which
                        payments may be to affiliates of Landlord); all other
                        expenses paid in connection with cleaning, operating,
                        management, maintenance and repair; costs of any capital
                        improvements completed after the Commencement Date which
                        are replacements of worn out or obsolescent items or are
                        mandated by law enacted after the date of this Lease, or
                        made in order to reduce other Operating Expenses to the
                        extent of such reduction, as such costs are reasonably
                        amortized by Landlord over the useful life thereof, with
                        interest on the unamortized amount at the rate of the
                        greater of (i) 12% per annum or (ii) 2% per annum above
                        the base rate of interest charged from time to time by
                        Fleet National Bank or any successor thereto (but in no
                        event at a rate which is more than the highest lawful
                        rate allowable in the Commonwealth of Massachusetts), to
                        the extent the cost of the particular capital
                        improvement exceeds the amount of the unused reserve, if
                        any, for the replacement thereof previously included in
                        Operating Expenses and insurance proceeds, if any,
                        received by Landlord on account of damage to the
                        particular capital improvement. Operating Expenses shall
                        not, however, include the following:

                        1.    Costs of alterations of any tenant's premises for
                              a particular tenant;

                        2.    Principal or interest payments on loans secured by
                              mortgages or trust deeds on the Building and/or
                              lot;

                        3.    Leasing expenses;

                        4.    Salaries, benefits or other expenses for personnel
                              above the rank of property manager;

                        5.    Services provided by Landlord to other tenants of
                              the Lot or Building and not to Tenant; and

                        6.    Capital expenses, except as hereinbefore
                              permitted.

                        7.    Financing and refinancing costs in respect of any
                              mortgage or security interest placed upon the
                              Building or the Lot or

                                      -30-
<Page>

                              any portion thereof, including payments of
                              principle, interest, finance or other charges and
                              any points and commissions in connection
                              therewith;

                        8.    Interest or penalties for any late or failed
                              payments by Landlord under any contract or
                              agreement unless resulting from Tenant's failure
                              to pay when and as due, Tenant's Share of
                              Operating Expenses or Taxes;

                        9.    Costs (including, without limitation, attorneys'
                              fees and disbursements) incurred in connection
                              with any judgment, settlement or arbitration award
                              resulting from any tort liabilities;

                        10.   Rent or other charges payable under any ground or
                              underlying lease;

                        11.   Costs of any item which are reimbursed to Landlord
                              by other tenants or third parties (directly and
                              not through a reimbursement scheme such as that
                              contained in this Section 8.2) but which are
                              properly chargeable or attributable to a
                              particular tenant or particular tenants;

                        12.   Costs of electrical or other utility services
                              furnished directly to any premises of other
                              tenants of the Building where such utility is
                              separately metered to the Premises;

                        13.   Costs incurred in connection with Landlord's
                              preparation, negotiation, dispute, resolution
                              and/or enforcement of leases, including attorneys'
                              fees and disbursements in connection with any
                              summary proceedings, to dispossess any tenant or
                              incurred in connection with disputes with
                              prospective tenants, employees, consultants,
                              management agents, leasing agents, purchasers or
                              mortgagees;

                        14.   Costs (including increased Operating Expenses) of
                              any additions to or expansions of the Building or
                              the Lot (but in such case, the square footage of
                              any additions or expansions shall not be included
                              in determining Tenant's Share);

                        15.   Costs of repairs, restorations or replacements
                              occasioned by fire or casualty or caused by the
                              exercise of the right of eminent domain whether or
                              not the condemnation award

                                      -31-
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                              proceeds or insurance proceeds are recovered or
                              adequate for such purposes;

                        16.   An amount equal to all amounts received by the
                              Landlord (x) through proceeds of insurance to the
                              extent the proceeds are compensation for expenses
                              which (i) previously were included in Operating
                              Expenses hereunder, (ii) are included in operating
                              expenses for the subsequent Operating Year in
                              which the insurance proceeds are received, or
                              (iii) will be included as Operating Expenses in a
                              subsequent Operating Year or (y) as rebates or
                              credits;

                        17.   Legal and other professional fees for matters not
                              relating to the normal administration and
                              operation of the Building or relating to matters
                              which are excluded from Operating Expenses for the
                              Building;

                        18.   The cost of environmental monitoring, compliance
                              testing and remediation performed in, on, about
                              and around the Building or the Lot;

                        19.   Depreciation (amortization of certain capital
                              items is included as hereinbefore set forth);

                        20.   Amounts paid to subsidiaries or affiliates of
                              Landlord for services rendered to the Building to
                              the extent such amounts exceed the competitive
                              costs for delivery of such services were they not
                              provided by such related parties;

                        21.   Management fees to the extent in excess of
                              competitive rates;

                        22.   Any costs incurred by Landlord in connection with
                              those portions of the Building being used by
                              purposes other than office space including for
                              retail space except as set forth in subsection (c)
                              below;

                        23.   Any other costs or expenses which, in accordance
                              with generally accepted accounting principles,
                              consistently applied, would not typically be
                              treated as an Operating Expense by landlords of
                              comparable properties, but in any event the
                              amortization of certain capital items as set forth
                              above shall be included as an Operating Expense;

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                        24.   Costs incurred by Landlord to correct of defects
                              in the design and construction of the Building;

                        25.   Expenses for services or other benefits which are
                              provided to another tenant or occupant of the
                              Building and are not the type that are offered to
                              Tenant;

                        26.   Increases in advertising and promotional costs
                              including tenant relation programs and events and
                              any costs, fees, dues, contributions or similar
                              expenses for political, charitable, industry
                              association or similar organizations in excess of
                              $500 per year after the Base Year (Base Year
                              amount therefor shall be assumed to be $3000 for
                              the purposes hereof);

                        27.   Any fines, costs, penalties or interest resulting
                              from the negligence, misconduct or omission of the
                              Landlord or its agents, contractors, or employees;

                        28.   Acquisition costs for sculptures, paintings, or
                              other objects of art or the display of such items;

                        29.   Costs incurred in connection with upgrading the
                              Building to comply with disability or life
                              insurance requirements, or life safety codes,
                              ordinances, statutes, or other laws in effect
                              prior to the Commencement Date, including, without
                              limitation, the Americans With Disabilities Act,
                              including penalties or damages incurred as a
                              result of non-compliance;

                        30.   Costs for reserves of any kind except as provided
                              above; and

                        31.   If the office portion of Wing Two not occupied by
                              Tenant shall hereafter be occupied by multi
                              tenants and a common lobby shall be provided for
                              such tenants then the costs and expenses of
                              maintaining and operating such common lobby shall
                              be excluded from Operating Expenses.

        (b)     Within 120 days after the expiration of each Operating Year,
                Landlord shall furnish Tenant with a detailed statement setting
                forth the Operating Expenses for such Operating Year and
                Tenant's Share thereof. As Tenant's special audit right, at
                Tenant's request made no later than sixty (60) days after the
                receipt of such statement, Landlord shall furnish to

                                      -33-
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                Tenant reasonable backup material evidencing the Operating
                Expenses for such Operating Year set forth in such statement.

        (c)     In the event Operating Expenses during any Operating Year shall
                exceed the Base Operating Expenses, Tenant shall pay to
                Landlord, as additional rent, an amount equal to Tenant's Share
                of such excess. For the purposes hereof Tenant Share of such
                excess shall be calculated as follows: with respect to insurance
                costs, Tenant's Share shall be a fraction equal to Tenant's Tax
                Share and with respect to all other Operating Expenses Tenant's
                Share shall be equal to a fraction, the numerator of which is
                the Rentable Area of the Premises and the denominator of which
                is the Rentable Area of all office space within the Building,
                including the Premises.

        (d)     Said additional rent shall, with respect to the Operating Years
                in which the Commencement Date and end of the Term of this Lease
                fall, be adjusted to that proportion thereof as the portion of
                the Term of this Lease falling within such Operating Year bears
                to the full Operating Year. If Landlord shall change its
                Operating Year, appropriate adjustment shall be made for any
                Operating Year less than twelve months which may result.

        (e)     Any additional rent payable by Tenant under this Section 8.2
                shall be paid within thirty (30) days after Landlord has
                furnished Tenant with the Statement described above in paragraph
                (b) of this Section 8.2.

        (f)     If with respect to any Operating Year or fraction thereof during
                the Term, Tenant is obligated to pay any additional rent in
                respect of increases in such Operating Expenses as aforesaid,
                then Tenant shall pay, as additional rent, on the first day of
                each month of the next ensuing Operating Year, estimated monthly
                operating escalation payments in an amount from time to time
                reasonably estimated by Landlord to be sufficient to cover, in
                the aggregate, a sum equal to Tenant's Share of such increase in
                Operating Expenses for such year. If the estimated monthly
                operating escalation payments theretofore made for such
                Operating Year by Tenant are greater than the amount due as
                additional rent in respect thereof according to the statement
                furnished Tenant by Landlord pursuant to paragraph (b) of this
                Section 8.2, Landlord shall pay the same to Tenant within thirty
                (30) days, or, at Landlord's election, credit the amount of such
                overpayment against subsequent obligations of Tenant for
                additional rent under this Lease (but Landlord shall refund such
                overpayment if the Term has ended and Tenant has no further
                obligation to Landlord under the Lease); but if such amount due
                as such additional rent for said Operating Year is greater than
                the estimated monthly operating escalation payments theretofore
                made on account of such period, Tenant shall make suitable
                payment to Landlord

                                      -34-
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                within the time set forth in paragraph (e) of this Section 8.2.
                This provision shall survive the end of the Lease Term.

        (g)     If in the Base Year or any Operating Year the Building is not
                95% occupied (above the ground floor retail) during all or any
                portion of such year or if in the Base Year or in any Operating
                Year the Operating Expenses are artificially low due to
                incentives, credits, warranties, rebates, offsets and other
                extraordinary and one-time payments or the like ("Rebates"), the
                Operating Expenses shall be increased equitably to reflect such
                Rebates or the vacancies within the Building (above the retail
                ground floor) to the extent that Operating Expenses would be
                greater had the Building been at least 95% occupied (above the
                ground floor) during such year.

        (h)     Anything in this Lease to the contrary notwithstanding, it is
                expressly understood and agreed that the designation or use by
                Landlord from time to time of portions of the Lot or Building as
                common areas shall not restrict the Landlord's use of such areas
                for improvements, structures and/or for retail, office or such
                other purposes as the Landlord shall determine, the Landlord
                hereby reserving the unrestricted right to build, and to,
                subtract from, lease, license, relocate and/or otherwise use
                (temporarily and/or permanently), any improvements, kiosks or
                other structures, parking areas, sidewalks or other such common
                areas of facilities anywhere upon or within the Lot or Building
                for office, retail, or such other purposes as Landlord shall
                determine. Nothing herein shall limit the right of the Landlord
                to change the use to which any part of the Building will be used
                from the purposes specified herein. Landlord shall not exercise
                its rights under this Subsection (h) in a manner that will
                unreasonably interfere with Tenant's access to, or use of, the
                Premises, or that would materially increase Tenant's obligations
                or decrease Tenant's rights under this Lease.

        (i)     Within 90 days after receipt of each statement delivered under
                this Section, Tenant or its agent (if a certified public
                accountant) shall have the right to examine and copy Landlord's
                records relating to the Operating Expenses and Taxes and the
                calculation of Tenant's Share thereof. Landlord shall make all
                its records relating to the calculation of Operating Expenses
                available to Tenant or its agents, at reasonable times upon
                reasonable advance notice at Landlord's Present Mailing Address
                or such other location as Landlord shall specify. No such audit
                and examination may be made by any person or entity employed in
                whole or in part on a so-called contingency basis. Tenant shall
                maintain the confidentiality of all information which it
                receives as a result of such examination and shall not disclose
                the same except in connection with litigation between Landlord
                and Tenant. If Tenant fails to notify Landlord within such
                90-day period

                                      -35-
<Page>

                that it determines to examine such statement, such statement
                shall be deemed an account between Landlord and Tenant. In the
                event Tenant has been overcharged for Operating Expenses and/or
                Taxes and such overcharge is five percent (5%) or more of the
                amount actually due from Tenant with respect to Operating
                Expenses or Taxes, as the case may be, Landlord shall also pay
                all reasonable costs incurred by Tenant in conducting such
                audit. Tenant may pay any charge in respect of Operating
                Expenses or Taxes under protest and if it shall be determined
                that Tenant has overpaid then Landlord shall promptly refund
                Tenant the amounts for which Tenant has overpaid.

                                   ARTICLE IX
                    INDEMNITY AND PUBLIC LIABILITY INSURANCE

9.1     TENANT'S INDEMNITY. To the maximum extent this agreement may be made
        effective according to law, Tenant agrees to indemnify and save harmless
        Landlord from and against all claims of whatever nature arising from any
        willful misconduct or negligence of Tenant, or Tenant's contractors,
        licensees, invitees, agents, servants or employees, or arising from any
        accident, injury or damage whatsoever caused to any person, or to the
        property of any person, occurring after the commencement of construction
        work by Tenant where Tenant has exclusive possession of the Premises,
        and until the end of the Lease Term and thereafter, so long as Tenant is
        in occupancy of any part of the Premises, within the Premises, or
        arising from any accident, injury or damage occurring outside of the
        Premises, where such accident, damage or injury results from a negligent
        act or omission or the willful misconduct on the part of Tenant or
        Tenant's agents, employees, contractors, or invitees. To the maximum
        extent this agreement may be made effective according to law, Landlord
        agrees to indemnify and save harmless Tenant from and against all claims
        of whatever nature arising from any act, omission or negligence of
        Landlord or Landlord's contractors, agents, servants or employees and
        occurring in the Building or the Lot.

        The foregoing indemnity and hold harmless agreements shall include
        indemnity against all costs, expenses and liabilities incurred in or in
        connection with any such claim or proceeding brought thereon, and the
        defense thereof.

9.2     PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force and
        effect from the date on which Tenant first enters the Premises for any
        reason, throughout the Lease Term, and thereafter so long as Tenant is
        in occupancy of any part of the Premises, a policy of Commercial General
        Liability insurance on an occurrence basis in accordance with the
        broadest form of such coverage as is available from time to time in the
        jurisdiction in which the Premises are located. The minimum limits of
        liability of such insurance shall be $3,000,000 combined single limit or
        shall be for such higher limits, if directed by Landlord, as are
        customarily carried in that area in which the Building is located upon
        buildings

                                      -36-
<Page>

        such as the Building, but Landlord shall not require higher limits
        during the first five years of the term of this Lease.

        The policy shall also include, but shall not be limited to the following
        extensions of coverage:

        1.      Contractual Liability, covering Tenant's liability assumed under
                this Lease; and

        2.      Personal Injury Liability in the amount of $3 million annual
                aggregate, expressly deleting the exclusion relating to
                contractual assumptions of liability.

        Tenant's insurance under this Section 9.2 may be provided by a primary
        policy and a so-called umbrella policy.

        Tenant further agrees to maintain a Workers' Compensation and Employer's
        Liability Insurance policy. The limit of liability as respects
        Employers' Liability coverage shall be no less than $5,000,000 per
        accident.

        Except for Workers' Compensation and Employers' Liability coverage,
        Tenant agrees that Landlord (and such other persons as are in privity of
        estate with Landlord as may be set out in notice from time to time) are
        named as additional insureds on a primary basis. Further, all policies
        shall be noncancellable and nonamendable with respect to Landlord and
        Landlord's said designees without 30 days' prior written notice to
        landlord. A duplicate original or a Certificate of Insurance evidencing
        the above agreements shall be delivered to Landlord prior to entry on
        the Premises.

9.3     TENANT'S RISK. To the maximum extent this agreement may be made
        effective according to law, Tenant agrees to use and occupy the Premises
        and to use such other portions of the Building as Tenant is herein given
        the right to use at Tenant's own risk; and Landlord shall have no
        responsibility or liability for any loss of or damage to fixtures or
        other personal property of Tenant for any reason whatsoever. The
        provisions of this Section shall be applicable from and after the
        execution of this Lease and until the end of the Lease Term, and during
        such further period as Tenant may use or be in occupancy of any part of
        the Premises or of the Building. Nothing in this Section 9.3 shall act
        to exculpate the Landlord from its negligence or willful misconduct or
        the negligence or willful misconduct of its servants, agents or
        employees.

9.4     INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement may
        be made effective according to law, Tenant agrees that Landlord shall
        not be responsible or liable to Tenant, or to those claiming by, through
        or under Tenant, for any loss or damage that may be occasioned by or
        through the

                                      -37-
<Page>

        acts or omissions of persons occupying adjoining premises or any part of
        the premises adjacent to or connecting with the Premises or any part of
        the Building, or otherwise or for any loss or damage resulting to Tenant
        or those claiming by, through or under Tenant, or its or their property,
        from the breaking, bursting, stopping or leaking of electric cables and
        wires, water, gas, sewer or steam pipes, and from roof leaks and the
        like. Nothing in this Section 9.4 shall act to exculpate the Landlord
        from its negligence or willful misconduct or the negligence or willful
        misconduct of its servants, agents or employees.

9.5     The foregoing provisions of this Article IX (as well as any other
        provisions dealing with indemnity and like by Tenant of Landlord) shall
        be deemed to be modified in each case by the insertion in the
        appropriate place of the language "except as otherwise provided in Mass.
        GL. Ter. ED., c. 186, Section 15".

9.6     During the Lease Term, Landlord shall secure and carry (a) a policy of
        commercial general liability insurance covering Landlord on an
        occurrence basis in an amount not less than $5 million for claims based
        on bodily injury (including death), personal injury and property damage
        relating to the Building and the Lot; and (b) a policy of property
        insurance covering the Building and the other improvements on the Lot,
        not including the Tenant Work, for direct risk of physical loss, in an
        amount equal to the full replacement cost of the Building or other
        improvements on the Lot above footings and foundations. In the event
        either party fails to maintain and enforce the policies of insurance
        required hereunder, the party failing to maintain such policies shall be
        deemed to have received the maximum insurance proceeds which would have
        been payable under such policies had they been maintained for the
        purposes required.

                                    ARTICLE X
                          LANDLORD'S ACCESS TO PREMISES

10.1    LANDLORD'S RIGHT OF ACCESS. Upon reasonable advance notice to Tenant
        (which notice need not be given in the case of an emergency), Landlord
        shall have the right to enter the Premises at all reasonable business
        hours and after normal business hours for the purpose of inspecting or
        making repairs to the same, and upon reasonable advance notice to
        Tenant, Landlord shall also have the right to make access available at
        all reasonable hours to prospective or existing mortgagees or purchasers
        of any part of the Building. Any such right of entry shall be exercised
        in a manner so as to minimize interference with Tenant's use and
        occupancy of the Premises.

10.2    EXHIBITION OF SPACE TO PROSPECTIVE TENANTS. Upon reasonable advance
        notice to Tenant for a period of twelve (12) months prior to the
        expiration of the Lease Term (as the same has been extended), Landlord
        may have reasonable access to the Premises at all reasonable business
        hours for the purpose of exhibiting the same to prospective tenants, and
        may post suitable notice on the

                                      -38-
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        Building advertising the same for rent. Any such right of entry shall be
        exercised in a manner so as to minimize interference with Tenant's use
        and occupancy of the Premises. Landlord shall not be permitted to post
        notices for re-letting on Wing One unless Tenant is vacating the
        Premises except that Landlord may post notices for re-letting on retail
        portions of Wing One pertaining to such retail portions at ground level.

                                   ARTICLE XI
                           FIRE, EMINENT DOMAIN, ETC.

11.1    DAMAGE. In case during the term hereof the Premises shall be partially
        damaged (as distinguished from "substantially damaged", as that term is
        hereinafter defined) by fire or other casualty, the Landlord shall
        forthwith proceed to repair such damage and restore the Premises to the
        extent required of Landlord hereunder, to substantially their condition
        at the time of such damage, but the Landlord shall not be responsible
        for any delay which may result from Landlord's Force Majeure. In no
        event shall any of Landlord's restoration obligations under this Article
        XI pertain to any of Tenant's property or any alterations, changes or
        additions made by Tenant or any fixtures or improvements or equipment
        installed by Tenant.

11.2    SUBSTANTIAL DAMAGE. In case during the term hereof the Premises or the
        Garage or access thereto shall be substantially damaged or destroyed by
        fire or other casualty, the risk of which is covered by the Landlord's
        insurance, this Lease shall, except as hereinafter provided, remain in
        full force and effect, and the Landlord shall promptly after such damage
        and the determination of the net amount of insurance proceeds available
        to the Landlord, expend so much as may be necessary of such net amount
        to restore the Premises to the extent required of Landlord hereunder, at
        its cost (and not at Tenant's expense) (consistent, however, with zoning
        laws and building codes then in existence), to substantially the
        condition in which Premises, the Garage and access thereto were in at
        the time of such damage, except as herein provided, but the Landlord
        shall not be responsible for delay which may result from any cause
        beyond the reasonable control of the Landlord. Should the net amount of
        insurance proceeds available to the Landlord be insufficient to cover
        the cost of restoring the Premises, in the reasonable estimate of the
        Landlord, the Landlord may, but shall have no obligation to, supply the
        amount of such insufficiency and restore the Premises with all
        reasonable diligence or the Landlord may terminate this Lease by giving
        notice to the Tenant not later than one hundred twenty (120) days after
        the Landlord has determined the estimated net amount of insurance
        proceeds available to Landlord and the estimated cost of such
        restoration. In case of substantial damage or destruction, as a result
        of a risk which is not covered by the Landlord's insurance, the Landlord
        shall likewise be obligated to rebuild the Premises, all as aforesaid,
        unless the Landlord, within ninety (90) day after the occurrence of such
        event, gives written notice to the Tenant of the Landlord's election to
        terminate this

                                      -39-
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        Lease. For the purposes hereof, any deductible or other self-insurance
        by the Landlord shall be considered a part of the net insurance proceeds
        available for restoration.

        However, if the Premises, such access and the Garage shall be
        substantially damaged or destroyed by fire, windstorm, or otherwise
        within the last year of the Term of this Lease, as the same has been
        extended, either party shall have the right to terminate this Lease,
        provided that notice thereof is given to the other party not later than
        sixty (60) days after such damage or destruction; provided, however,
        that if Landlord has so exercised such option and if Tenant then has a
        right under this Lease to extend the term of this Lease then Tenant may
        render Landlord's exercise of such right of termination nugatory and of
        no force or effect provided that Tenant gives Landlord notice exercising
        such right of extension within ten (10) business days after its receipt
        of Landlord's notice of termination; and further provided that if only
        portions of the Premises have been damaged (on a floor by floor basis)
        and the access to such portions of the Premises have not been damaged
        Tenant shall have the right to occupy the portions of the Premises not
        so damaged for the remainder of what would have been the term of this
        Lease upon all the terms and conditions hereof but such occupancy must
        be on a floor by floor basis for any floor not so damaged. If said right
        of termination is exercised, this Lease and the term hereof shall cease
        and come to an end as of the date of said damage or destruction.
        Further, if the Premises, such access and the Garage shall be
        substantially damaged or destroyed by fire or casualty and the Landlord
        shall fail to commence the restoration thereof within sixty (60) days
        after the date of such damage or destruction (such 60 day period to be
        extended to the extent necessary for the Landlord to obtain insurance
        proceeds and building permits to effect such restoration and to the
        extent of any Landlord's Force Majeure), then Tenant may elect to
        terminate this Lease by notice to Landlord given before the Landlord has
        commenced such work and the termination shall take effect unless
        Landlord commences such work within thirty (30) days after such notice;
        and if after having commenced such restoration work, the Landlord shall
        fail to substantially complete such work within 270 days after its
        commencement, such 270-day period to be extended for up to ninety (90)
        days to the extent of delays due to Landlord's Force Majeure, then
        Tenant may elect to terminate this Lease by notice to Landlord given
        before Landlord shall have so completed such work and such termination
        shall take effect unless Landlord so completes such work within thirty
        (30) days after such notice.

        Unless this Lease is terminated as provided in this Section 11.2, or in
        Section 11.4, if the Premises shall be damaged or destroyed by fire or
        other casualty, then the Tenant shall (i) repair and restore all
        portions of the Premises not required to be restored by Landlord
        pursuant to this Article XI to substantially the condition which such
        portions of the Premises were in at the time of such casualty, (ii)
        equip the Premises with trade fixtures and all personal property

                                      -40-
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        necessary or proper for the operation of the Tenant's business, and
        (iii) open for business in the Premises - as soon thereafter as
        possible.

11.3    RENT ABATEMENT. In the event that the provisions of Section 11.1 or
        Section 11.2 of this Article XI shall be become applicable, the Fixed
        Rent and all other charges shall be abated or reduced proportionately
        during any period in which, by reason of such damage or destruction,
        there is substantial interference with the operation of the business of
        the Tenant in or access to the Premises or use of the Garage, having
        regard to the extent to which the Tenant in the exercise in good faith
        and prudent business judgment may be required to discontinue its
        business in the Premises, and such abatement or reduction shall continue
        for the period commencing with such destruction or damage and ending on
        the earlier to occur of (i) 120 days after the substantial completion by
        the Landlord of such work of repair and/or reconstruction as the
        Landlord is obligated to do or (ii) the Tenant having recommenced full
        operations in the Premises. In the event of termination of this Lease
        pursuant to this Article XI, this lease and the term hereof shall cease
        and come to an end as of the date of such damage or destruction.

11.4    DAMAGE TO BUILDING. If, however, the Building shall be substantially
        damaged or destroyed by fire or casualty and there shall be no
        substantial damage to the Premises or the Garage (and/or any spaces in
        the Garage) or access thereto, the Landlord shall promptly restore or
        cause to be restored (consistent, however, with zoning laws and building
        codes then in existence), the Building to substantially the condition
        thereof at the time of such damage, unless the Landlord, within a
        reasonable time after such loss, gives notice to the Tenant of the
        Landlord's election to terminate this Lease. If Landlord shall give such
        notice, then anything to this Article XI to the contrary notwithstanding
        this Lease shall terminate as of the date of such notice with the same
        force and effect as if such date were the date originally established as
        the expiration date hereof.

11.5    DEFINITIONS OF SUBSTANTIAL DAMAGE. The terms "substantially damaged" and
        "substantial damage", as said in this Article, shall have reference to
        damage of such a character as cannot reasonably be expected to be
        repaired or the Premises restored within sixty (60) days from the time
        that such repair or restoration work would be commenced.

11.6    TAKING. If the Premises are taken by condemnation or right of eminent
        domain then this Lease shall terminate as of the date that Tenant has
        been deprived of possession. If, however, less than all the Premises has
        been taken by eminent domain but there has been taken such portion
        thereof as to render the balance (when reconstructed) unsuitable for the
        purposes of the Tenant shall be taken by condemnation or right of
        eminent domain, or if access to the Premises is materially, adversely
        and permanently affected by such a taking or if more than ten (10)
        parking spaces allocated to Tenant's use are taken by such condemnation
        or right of eminent domain and Landlord promptly does not provide
        alternative

                                      -41-
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        spaces to Tenant reasonably acceptable to Tenant, Tenant, upon written
        notice to the Landlord, shall be entitled to terminate this lease,
        provided that such notice is given not later than thirty (30) days after
        the Tenant has been deprived of possession. For the purposes of this
        Article, any deed or other transfer of title in lieu of any such taking
        shall be treated as such a taking. Moreover, for the purposes of this
        Article, such a taking of the Tenant's entire leasehold interest
        hereunder in the Premises (or assignment or termination in lieu thereof)
        shall be treated as a taking of the entire Premises, and in such event
        the Tenant shall be treated as having been deprived of possession on the
        effective date thereof. Should any part of the Premises be so taken or
        condemned, and should this Lease not be terminated in accordance with
        the foregoing provision, the Landlord covenants and agrees within a
        reasonable time after such taking or condemnation, and the determination
        of the Landlord's award therein, to expend so much as may be necessary
        of the net amount which may be awarded to the Landlord in such
        condemnation proceedings, in restoring the Premises to an architectural
        unit as nearly like their condition prior to such taking as shall be
        practicable. Should the net amount so awarded to the Landlord be
        insufficient to cover the cost of restoring the Premises, as estimated
        by the Landlord's architect, the Landlord may, but shall not be
        obligated to, supply the amount of such insufficiency and restore the
        Premises as above provided, with all reasonable diligence, or terminate
        this Lease. Where the Tenant has not already exercised any right of
        termination accorded to it under the foregoing portion of this
        paragraph, the Landlord shall notify the Tenant of the Landlord's
        election not later than ninety (90) days after the final determination
        of the amount of the award.

11.7    RENT ABATEMENT. In the event of any such taking of the Premises, the
        Fixed Rent and other charges or a fair and just proportion thereof,
        according to the nature and extent of the damage sustained, shall be
        suspended or abated until there has been restoration as aforesaid. If
        there is a permanent taking of a portion of the Premises and this Lease
        is not terminated, then there shall be a permanent abatement of the
        fixed rent and other charges on a fair and equitable basis.

11.8    AWARD. Landlord shall have and hereby reserves and accepts, and Tenant
        hereby grants and assigns to Landlord, all rights to recover for damages
        to the Building and the Lot and any part thereof, and the leasehold
        interest hereby created, and to compensation accrued or hereafter to
        accrue by reason of such taking, damage or destruction, as aforesaid,
        and by way of confirming the foregoing, Tenant hereby grants and
        assigns, and covenants with Landlord to grant and assign to Landlord all
        rights to such damages or compensation. Nothing contained herein shall
        be construed to prevent Tenant from prosecuting in any condemnation
        proceedings a claim for the value of any Tenant's usual trade fixtures
        and other improvements installed in the Premises by Tenant at Tenant'
        expense and for relocation expenses, provided that such action shall not
        affect the amount of compensation otherwise recoverable by Landlord from
        the taking authority.

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                                   ARTICLE XII
                               LANDLORD'S REMEDIES

12.1    EVENTS OF DEFAULT. Any one of the following shall be deemed to an "Event
        of Default":

        A.      Failure on the part of Tenant to pay Fixed Rent, additional rent
                or other charges for which provision is made herein on or before
                the date on which the same become due and payable and such
                failure continues for ten (10) days after Landlord delivers to
                Tenant notice of such default.

                However, if (i) Landlord shall have sent to Tenant three (3)
                notices of default in the payment of Fixed Rent in any calendar
                year, even though the same shall have been cured and this Lease
                not terminated; and (ii) during the calendar year in which said
                notices of default have been sent by Landlord to Tenant, Tenant
                thereafter shall default in the payment of Fixed Rent - the same
                shall be deemed to be an Event of Default upon Landlord giving
                Tenant written notice thereof, without the ten (10) day grace
                period set forth above.

        B.      With respect to a non-monetary default under this Lease, failure
                of Tenant to cure the same within thirty (30) days following
                delivery of notice from Landlord to Tenant of such default or
                such longer period of time as is reasonably required to cure
                such default provided that Tenant commences to cure such default
                with due diligence and pursues the cure thereof with all due
                diligence. Notwithstanding the thirty (30) day cure period
                provided in the preceding sentence, Tenant shall be obligated to
                commence forthwith and to complete as soon as possible the
                curing of such default; and if Tenant fails so to do, the same
                shall be deemed to be an Event of Default.

                However, if (i) Landlord shall have sent to Tenant three notices
                of the same non-monetary default, in any calendar year, even
                though the same shall have been cured and this Lease not
                terminated; and (ii) during the calendar year in which said
                notices of default have been sent by Landlord to Tenant, Tenant
                thereafter shall default in the same or any similar non-monetary
                matter - the same shall be deemed to be an Event of Default upon
                Landlord giving the Tenant written notice thereof, and Tenant
                shall have no grace period within which to cure the same.

        C.      The commencement of any of the following proceedings, with such
                proceeding not being dismissed within sixty (60) days after it
                has begun: (i) the estate hereby created being taken on
                execution or by other process of law; (ii) Tenant being
                judicially declared bankrupt or insolvent

                                      -43-
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                according to law; (iii) an assignment being made of the property
                of Tenant for the benefit of creditors; (iv) a received,
                guardian, conservator, trustee in involuntary bankruptcy or
                other similar officer being appointed to take charge of all or
                any substantial part of Tenant's property by a court of
                competent jurisdiction, or (v) a petition being filed for the
                reorganization of Tenant under any provisions of the Bankruptcy
                Code now or hereafter enacted.

        D.      Tenant filing a petition for reorganization or for
                rearrangements under any provisions of the Bankruptcy Code now
                or hereafter enacted, and providing a plan for a debtor to
                settle, satisfy or to extend the time for the payment of debts.

        E.      Execution by Tenant of an instrument purporting to assign
                Tenant's interest under this Lease or sublet the whole or a
                portion of the Premises to a third party without Tenant having
                first obtained Landlord's prior express consent to said
                assignment or subletting where such consent is required
                hereunder.

        F.      The Tenant abandoning the Premises. For the purposes hereof
                abandonment of the Premises is not merely a vacating of the
                Premises but is abandonment as that term is legally defined and
                Tenant's failure to perform its obligations hereunder.

12.2    REMEDIES. Should any Event of Default occur then, notwithstanding any
        license of any former breach of covenant or waiver of the benefit hereof
        or consent in a former instance, Landlord lawfully may, in addition to
        any remedies otherwise available to Landlord, immediately or at any time
        thereafter, and without demand or notice (but in accordance with
        applicable laws), enter into and upon the Premises or any part thereof
        in the name of the whole and repossess the same as of Landlord's former
        estate, and expel Tenant and those claiming by, through or under it and
        remove its or their effects (without breach of the peace) without being
        deemed guilty of any manner of trespass, and without prejudice to any
        remedies which might otherwise be used for arrears of rent or preceding
        breach of covenant and/or Landlord may send notice to Tenant terminating
        the Term of this Lease; and upon the first to occur of: (i) entry as
        aforesaid; or (ii) the fifth (5th) day following the mailing of such
        notice of termination, the Term of this Lease shall terminate, but
        Tenant shall remain liable for all damages as provided for herein.

        Tenant covenants and agrees, notwithstanding any termination of this
        Lease as aforesaid or any entry or re-entry by Landlord, whether by
        summary proceedings, termination, or otherwise, to pay and be liable for
        on the days originally fixed herein for the payment thereof, amounts
        equal to the several installments of Fixed Rent and other charges
        reserved as they would become due under the terms of this

                                      -44-
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        Lease if this Lease had not been terminated or if Landlord had not
        entered or re-entered, as aforesaid, and whether the Premises be relet
        or remain vacant, in whole or in part, or for a period less than the
        remainder of the Term, or for the whole thereof, but in the event the
        Premises be relet by Landlord, Tenant shall be entitled to a credit in
        the net amount of rent received by Landlord in reletting, after
        deduction of all reasonable expenses incurred in reletting the Premises
        (including, without limitation, repairs, costs, brokerage fees, and the
        like but not remodeling costs), and in collecting the rent in connection
        therewith. It is specifically understood and agreed that Landlord shall
        be entitled to take into account in connection with any reletting of the
        Premises all relevant factors which would be taken into account by a
        sophisticated developer in securing a replacement tenant for the
        Premises, such as, but not limited to, the first class quality of the
        Building and the financial responsibility of any such replacement
        tenant; and Tenant hereby waives, to the extend permitted by applicable
        law, any obligation Landlord may have to mitigate Tenant's damages;
        provided, however, that in the event of the termination of this Lease as
        a result of the default of Tenant, Landlord shall use reasonable efforts
        to re-let the Premises, but in using such reasonable efforts, Landlord
        may take into account the factors set forth above and shall not be
        obligated to give priority to the re-letting of the Premises over other
        areas of the Building. As an alternative, at the election of Landlord,
        Tenant will upon such termination pay to Landlord, as damages, such a
        sum as at the time of such termination represents the present value
        (calculated using 2% in excess of the so-called Federal Funds Rate) of
        the amount of the excess, if any, of the total rent and other benefits
        which would have accrued to Landlord under this Lease for the remainder
        of the Lease Term if the lease terms had been fully complied with by
        Tenant over and above the then fair market rental value of the Premises
        for the balance of the Term. For purposes of this Article, if Landlord
        elects to require Tenant to pay damages in accordance with immediately
        preceding sentence, the total rent shall be computed by assuming that
        Tenant's payments in respect of increases in Taxes and Operating
        Expenses would be, for the balance of the unexpired term, the amount
        thereof (if any), respectively, for the immediately preceding Tax Period
        or Operating Year, as the case may be, payable by Tenant to Landlord.

        In the event of any breach by Tenant of any of the agreements, terms,
        covenants or conditions contained in this lease, Landlord shall be
        entitled to enjoin such breach and shall have the right to invoke any
        right or remedy allowed at law or in equity or by statute or otherwise
        as though reentry, summary proceedings, and other remedies were not
        provided for in this Lease.

        Each right and remedy of Landlord and Tenant provided for in this Lease
        shall be cumulative and shall be in addition to every other right or
        remedy provided for in this Lease not now or hereafter existing at law
        or in equity or by statute or otherwise, and the exercise or beginning
        of the exercise by Landlord or Tenant of any one or more of the rights
        or remedies provided for in this Lease or now or

                                      -45-
<Page>

        hereafter existing at law or in equity or by statute or otherwise shall
        not preclude the simultaneous or later exercise by Landlord or Tenant of
        any or all other rights or remedies provided for in this Lease or now or
        hereafter existing at law or in equity or by statute or otherwise.

        If any payment of rent or any other payment payable hereunder by Tenant
        to Landlord or Landlord to Tenant shall not be paid within five (5) days
        after the date when due, the same shall bear interest from the date when
        the same was payable until the date paid at the lesser of (a) twelve
        percent (12%) per annum, compounded monthly, or (b) the highest lawful
        rate of interest which may be charged without violating any applicable
        law; provided, however, that the first time in each calendar year that
        Landlord shall determine to charge such interest, it shall give notice
        thereof to Tenant and such interest shall be deemed waived if Tenant
        makes payment of the same within ten (10) days after delivery of such
        notice. Such interest payable by Tenant shall constitute additional rent
        payable hereunder and be payable upon demand therefor by Landlord.

        In the event of any litigation between Landlord and Tenant relating to
        this Lease, the prevailing party in such litigation by final court
        order, decree or judgment shall be entitled to be reimbursed by the
        other party for the reasonable and actual legal costs and expenses
        incurred by it in such litigation.

12.3    LANDLORD'S DEFAULT. Landlord shall in no event be in default in the
        performance of any of Landlord's obligations hereunder unless and until
        Landlord shall have failed to perform such obligations within thirty
        (30) days, or such additional time as is reasonably required to correct
        any such default, after notice by Tenant to Landlord properly specifying
        wherein Landlord has failed to perform any such obligations; provided,
        however, that in the event that any default of Landlord in the
        performance of its obligations shall pose the immediate threat of injury
        to person or damage to property, then Landlord shall use all reasonable
        efforts to commence to cure such default as soon as reasonably possible
        after it has received notice thereof from Tenant. In the event of a
        default by Landlord after the expiration of such notice and cure period
        which is of an emergency nature and which pertains to the maintenance of
        the Premises the Tenant shall be entitled to perform such maintenance on
        behalf of Landlord upon notice by Tenant to Landlord thereof, and if
        Tenant shall perform such maintenance on behalf of Landlord then
        Landlord shall promptly reimburse Tenant for the reasonable and actual
        costs thereof, but Tenant shall have no right to set-off any amounts so
        owed from Fixed Rent or other charges or rents due hereunder.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

13.1    EXTRA HAZARDOUS USE. Tenant covenants and agrees that Tenant will not do
        or permit anything to be done in or upon the Premises, or bring in
        anything or

                                      -46-
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        keep anything therein which shall increase the rate of insurance on the
        Premises or on the Building or any part thereof above the standard rate
        applicable to premises being occupied for the use to which Tenant has
        agreed to devote the Premises; and Tenant further agrees that in the
        event that Tenant shall do any of the foregoing, Tenant will promptly
        pay to Landlord, on demand, any such increase resulting therefrom which
        shall be due and payable as additional rent hereunder. Landlord will
        hold harmless, defend and indemnify Tenant and its successors and
        assigns against all claims, liabilities, loss, cost, and expenses,
        including reasonable attorneys' fees, incurred as a result of (i) any
        Hazardous Materials existing in, on or under the Premises, the Building
        or the Lot as of the date of this Lease, and (ii) the release, storage
        or disposal of Hazardous Materials in, on or under the Premises, the
        Building or the Lot by Landlord, its agents, employees or contractors,
        and the provision of this sentence shall survive the expiration or
        earlier termination of this Lease. The term "Hazardous Materials" shall
        mean any explosive, radioactive, hazardous wastes or hazardous
        substances or substances defined as "hazardous substances" in any
        federal, state or local laws, ordinance, regulation or governmental
        requirement including, without limitation, the Comprehensive
        Environmental Response, Compensation and Liability Act, 42 U.S.C.
        Sections 9601, et seq., Emergency Planning and Community Right-to-Know
        Act, 42 U.S.C. Sections 11001, et seq., Massachusetts Oil and Hazardous
        Material Release Prevention and Response Act, M.G.L. Chapter 21E, and
        Massachusetts Hazardous Waste Management Act, M.G.L. Chapter 21C.
        Landlord represents and warrants that, except as disclosed in the
        Release Abatement Measure (RAM) Plan dated March 2001 by Haley &
        Aldrich, Inc., it has no knowledge of the presence of any Hazardous
        Materials on the Premises, the Building or the Lot. Tenant will hold
        harmless, defend and indemnify Landlord and its successors and assigns
        against all claims, liabilities, loss, costs and expenses, including
        reasonable attorneys' fees, incurred as a result of the release, storage
        or disposal of Hazardous Materials in, on or under the Building or the
        Lot by Tenant, its agents, employees or contractors and the provisions
        of this sentence shall survive the expiration or earlier termination of
        this Lease.

13.2    WAIVER. Failure on the part of Landlord or Tenant to complain of any
        action or nonaction on the part of the other, no matter how long the
        same may continue, shall never be a waiver by Tenant or Landlord,
        respectively, of any of the other's rights hereunder. Further, no waiver
        at any time of any of the provisions hereof by Landlord or Tenant shall
        be construed as a waiver of any of the other provisions hereof, and a
        waiver at any time of any of the provisions hereof shall not be
        construed as a waiver at any subsequent time of the same provisions. The
        consent or approval of landlord or Tenant to or of any action by the
        other requiring such consent or approval shall not be construed to waive
        or render unnecessary Landlord's or Tenant's consent or approval to or
        of any subsequent similar act by the other. Any consent required of the
        Landlord in any provision of this Lease may be withheld by the Landlord
        in its sole discretion acting in good

                                      -47-
<Page>

        faith unless the provision requiring such consent specifically states
        that the Landlord shall not withhold such consent unreasonably.

        No payment by Tenant or acceptance by Landlord of a lesser amount than
        shall be due from Tenant to Landlord shall be treated otherwise than as
        a payment on account. The acceptance by Landlord of a check for a lesser
        amount with an endorsement or statement thereon, or upon any letter
        accompanying such check that such lesser amount is payment in full,
        shall be given no effect, and Landlord may accept such check without
        prejudice to any other rights or remedies which Landlord may have
        against Tenant. In no event shall Tenant ever be entitled to receive
        interest upon, or any payments on account of earnings or profits derived
        from any payments hereunder by Tenant to Landlord.

13.3    COVENANT OF QUITE ENJOYMENT. Tenant, subject to the terms and provisions
        of this Lease, upon payment of the Fixed Rent and other charges due
        hereunder and the observing, keeping and performing of all of the terms
        and provisions of this Lease on Tenant's part to be observed, kept and
        performed, shall lawfully, peaceable and quietly have, hold, occupy and
        enjoy the Premises during the Term hereof, without hindrance or ejection
        by any persons lawfully claiming under Landlord to have title to the
        Premises superior to Tenant; the foregoing covenant of quiet enjoyment
        is in lieu of any other covenant, expressed or implied; and it
        understood and agreed that this covenant and any and all other covenants
        of Landlord contained in this Lease shall be binding upon Landlord and
        Landlord's successors only with respect to breaches occurring during
        Landlord's and Landlord's successors' respective ownership of Landlord's
        interests hereunder. Further, Tenant specifically agrees to look solely
        to Landlord's then equity interest in the Lot and Building and available
        insurance proceeds for recovery of any judgment from Landlord; it being
        specifically agreed that Landlord (original or successor) shall never be
        personally liable for any such judgment, or for the payment of any
        monetary obligation to Tenant. The provision contained in the foregoing
        sentence is not intended to, and shall not limit any right that Tenant
        might otherwise have to obtain injunctive relief against Landlord or
        Landlord's successors in interest, or any action not involving the
        personal liability of Landlord (original or successor) to respond in
        monetary damages from Landlord's assets other than Landlord's equity
        interest aforesaid in the Lot and Building. With respect to any
        services, including, without limitation, heat, air-conditioning or water
        to be furnished by Landlord, or obligations to be performed by Landlord
        or Tenant hereunder, such party shall in no event be liable for failure
        to furnish or perform the same when (and the date for performance of the
        same shall be postponed so long as such party is) prevented from doing
        so by strike, lockout, accident, order or regulation of or by any
        governmental authority, or failure of supply, or inability by the
        exercise of reasonable diligence to obtain supplies, parts or employees
        necessary to furnish such services, or perform such obligations or
        because of war or other emergency, or for any cause beyond its
        reasonable control, or for any cause due to any act or neglect of the
        other or the

                                      -48-
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        other's servants, agents, employees, licensees, invitees or any person
        claiming by, through or under the other; provided, however, that in no
        event shall the foregoing excuse or delay such payment of rent or other
        monies. In no event shall either party ever be liable to the other for
        any indirect, special or consequential damages, including loss of
        business, suffered by it from whatever cause.

        In the event that due to the negligence or willful misconduct of
        Landlord or Landlord's agents or employees, if there is any interruption
        in utilities being supplied to the Premises and if as a result of such
        interruption, Tenant is prevented from using all or any material portion
        of the Premises for more than three (3) business days after notice
        thereof from Tenant to Landlord, than from and after the end of such
        3-business day period until the Premises (or such portion) is rendered
        usable, Annual Fixed Rent and additional charges for Operating Expenses
        allocable to the Premises or a just and proportionate part thereof shall
        be abated.

13.4    NOTICE TO MORTGAGEE AND GROUND LESSOR. After receiving notice (which
        notice contains an address for such holder or ground lessor from
        Landlord) that any person, firm or other entity holds a mortgage which
        includes the Premises as part of the mortgaged premises, or that is the
        ground lessor under a lease with Landlord, as ground lessee, which
        includes the Premises as part of the demised premises, no default or
        termination notice from Tenant to Landlord shall be effective unless and
        until a copy of the same is given to such holder or ground lessor, and
        the curing of any of Landlord's defaults by such holder or ground lessor
        shall be treated as performance by Landlord. For the purposes of this
        Section 13.4, Section 13.5 or Section 13.14, the term "mortgage"
        includes a mortgage on a leasehold interest of Landlord (but not one on
        Tenant's leasehold interest).

        The Tenant agrees that, in the event of foreclosure of any such mortgage
        or deed of trust to which this Lease is subordinate (or deed or
        assignment in lieu of foreclosure thereof), at the election of the
        holder, provided such holder has agreed or does agree to recognize
        Tenant's interest hereunder and not to disturb Tenant's occupancy of the
        Premises, the Tenant shall attorn to such holder (and its successors and
        assigns) as the successor holder of the Landlord's interest hereunder in
        which case, subject to any applicable terms and provisions of any
        written agreement between Tenant and such holder, this Lease shall
        continue in effect all as if it had been a lease entered into directly
        between Tenant and such holder (and its successors and assigns). The
        foregoing shall be self-operative; however, the Tenant agrees, upon
        receipt of written request so to do, to execute such instruments, if
        any, as may reasonably be required in order to give effect to the
        foregoing.

13.5    ASSIGNMENT OF RENTS. With reference to any assignment by Landlord of
        Landlord's interest in this Lease, or the rents payable hereunder,
        conditional in

                                      -49-
<Page>

        nature or otherwise, which assignment is made to the holder of a
        mortgage or ground lease on property which includes the Premises. Tenant
        agrees:

        (i)     that the execution thereof by Landlord, and the acceptance
                thereof by the holder of such mortgage, or the ground lessor,
                shall never be treated as an assumption by such holder or ground
                lessor of any of the obligations of Landlord hereunder, unless
                such holder or ground lessor shall, by notice sent to Tenant,
                specifically otherwise elect; and

        (ii)    that, except as aforesaid, such holder or ground lessor shall be
                treated as having assumed Landlord's obligations hereunder only
                upon foreclosure of such holder's mortgage or the taking of
                possession of the Premises, or in the case of a ground lessor,
                the assumption of Landlord's position hereunder by such ground
                lessor. In no event shall the acquisition of title to the
                Building or Lot or any part thereof and the land on which the
                same is located by a purchaser which, simultaneously therewith,
                leases the same back to the seller thereof, be treated as an
                assumption by operation of law or otherwise of Landlord's
                obligations hereunder, but Tenant shall look solely to such
                seller-lessee, and its successors from time to time in title,
                for performance of Landlord's obligations hereunder. In any such
                event, this Lease shall be subject and subordinate to the lease
                to such seller, provided that such Seller executes, acknowledges
                and delivers to Tenant a commercially reasonable non-disturbance
                and attornment agreement reasonably concurrently with such
                sale-leaseback. For all purposes such seller-lessee, and its
                successors in title, shall be the Landlord hereunder unless and
                until Landlord's position shall have been assumed by such
                purchaser-lessor.

13.6    MECHANICS LIENS. Tenant agrees promptly to discharge of record (either
        by payment or by the filing of the necessary bond, or otherwise) any
        mechanics', materialmen's or other lien against the Premises and/or
        Landlord's interest therein, which liens may arise out of any payment
        due for, or purported to be due for, any labor, services, materials,
        supplies or equipment alleged to have been furnished to or for Tenant
        in, upon or about the Premises.

13.7    NO BROKERAGE. Each of Landlord and Tenant warrants and represents that
        it has not dealt with any broker, in connection with the consummation of
        this Lease, and in the event any claim is made against the other party
        relative to dealings with brokers other than any broker named in Section
        1.2, the warranting party shall defend the claim with counsel reasonably
        approved by the other party and save harmless and indemnify the other
        party on account of loss, cost or damage which may arise by reason of
        any such claim. Landlord is not responsible for any fee due to Leggatt
        McCall.

                                      -50-
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13.8    INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this
        Lease or the application thereof to any person or circumstance shall, to
        any extent, be invalid or unenforceable, the remainder of this Lease, or
        the application of such term or provision to persons or circumstances
        other than those as to which it is held invalid or unenforceable, shall
        not be affected thereby, and each term and provision of this Lease shall
        be valid and enforceable to the fullest extend permitted by law.

13.9    PROVISIONS BINDING, ETC. Except as herein otherwise provided, the terms
        hereof shall be binding upon and shall inure to the benefit of the
        successors and assigns, respectively, of Landlord and Tenant and, if
        Tenant shall be an individual, upon and to his heirs, executors,
        administrators, successors and assigns. If two or more persons are named
        as Tenant herein, each of such persons shall be jointly and severally
        liable for the obligations of the Tenant hereunder, and landlord may
        proceed against any one without first having commenced proceedings
        against any other of them. The reference contained to successors and
        assigns of Tenant is not intended to constitute a consent to assignment
        by Tenant, but has reference only to those instances in which Landlord
        may later give consent to a particular assignment as required by those
        provisions of Article V hereof.

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

13.11   NOTICES. Whenever, by the terms of this Lease, notice shall or may be
        given either to Landlord or to Tenant, such notice shall be in writing
        and shall be delivered in hand with a written acknowledgment of receipt
        or sent by registered or certified mail, postage prepaid or delivered by
        recognized overnight or same day courier or by telecopy provided such
        notice concurrently sent by mail or overnight service:

                If intended for Landlord, addressed to landlord
                at the address set forth in Section 1.2 of this
                Lease (or to such other address or addresses as
                may from time to time hereafter be designated by
                Landlord by like notice). Fax No.: (781)
                769-2250.

                If intended for Tenant, addressed to Tenant at
                the address set forth in Section 1.2 of this
                Lease prior to Tenant's occupancy of the
                Premises and thereafter addressed to Tenant at
                the Premises, (or to such other

                                      -51-
<Page>

                address or addresses as may from time to time
                hereafter be designated by Tenant by like
                notice). Fax No.: (617) 241-8032

        All such notices shall be effective when delivered in hand, or on the
        earlier of receipt or refusal.

13.12   WHEN LEASE BECOMES BINDING. Employees or agents of Landlord have no
        authority to make or agree to make a lease or any other agreement or
        undertaking in connection herewith. The submission of this document for
        examination and negotiation does not constitute an offer to lease, or a
        reservation of, or option for, the Premises, and this document shall
        become effective and binding only upon the execution and delivery hereof
        by both Landlord and Tenant. All negotiations, considerations,
        representations and understandings between Landlord and Tenant are
        incorporated herein and may be modified or altered only by written
        agreement between Landlord and Tenant, and no act or omission of any
        employee or agent of Landlord shall alter, change or modify any of the
        provisions hereof.

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

13.14   RIGHTS OF MORTGAGEE/GROUND LEASE. It is understood and agreed that the
        rights and interests of Tenant under this Lease shall be subject and
        subordinate to any mortgages or deeds of trust that may hereafter be
        placed upon the Building and/or the Lot, and/or any part of the
        foregoing, and to any and all advances to be made thereunder, and to the
        interest thereon, and all renewals, modifications, replacements and
        extensions thereof, if the mortgagee or trustee named in said mortgages
        or deeds of trust shall elect by notice delivered to Tenant to subject
        and subordinate the rights and interest of Tenant under this lease to
        the lien of its mortgage or deed of trust; it is further agreed that any
        mortgagee or trustee may elect to give the rights of interest of Tenant
        under this Lease priority over the lien of its mortgage or deed of
        trust. In the event of either such election, and upon notification by
        such mortgagee or trustee to Tenant to that effect, the rights and
        interest of Tenant under this Lease shall be deemed to be subordinate
        to, or to have priority over, as the case may be, the lien of said
        mortgage or deed of trust, whether this Lease is dated prior to or
        subsequent to the date of said mortgage or deed of trust. Tenant shall
        execute and deliver whatever instruments reasonably may be required for
        such purposes. It shall be a condition to any subordination of this
        Lease to any mortgage or deed of trust or ground lease encumbering the
        Building or Lot that Landlord shall obtain for Tenant an agreement (a
        "Non-Disturbance Agreement") from the holder thereof (each such party, a
        "Holder") which provides that (i) if any such Holder forecloses or takes
        a deed in lieu of foreclosure or otherwise exercises its rights under
        its mortgage or deed of trust or

                                      -52-
<Page>

        ground lease or (ii) if such Holder otherwise acquires Landlord's
        interest in this Lease, such Holder shall recognize Tenant's rights
        under this Lease, shall not disturb Tenant's occupancy of this Premise
        under this Lease and, subject to the terms and conditions of such
        agreement, shall assume Landlord's obligations under this Lease.

        This Lease is subject and subordinate to a certain Ground Lease (the
        "Ground Lease") between Massachusetts Turnpike Authority as groundlessor
        ("Groundlessor") and Landlord as groundlessee, a copy of which has been
        provided by Landlord to Tenant (the "Ground Lease"). The Ground Lease
        may be amended from time to time by Landlord, and this Lease shall be
        subject and subordinate to the Ground Lease as so amended provided that
        any such amendment does not materially adversely affect the rights and
        obligations of the Tenant hereunder. As soon as reasonably possible,
        Landlord shall obtain from the Groundlessor a subtenant non-disturbance
        agreement in the form annexed to the Ground Lease (a copy of which is
        annexed as Exhibit H hereto) for the benefit of Tenant and Tenant agrees
        to execute and deliver the same (for convenience purposes Tenant may be
        required to execute and deliver the same prior to its execution and
        delivery by Groundlessor). If Landlord does not obtain such
        non-disturbance agreement within sixty (60) days after the date of this
        Lease, then Tenant may terminate this Lease by notice to such effect to
        Landlord and if Tenant so exercises such right of termination and
        Landlord does not deliver such non-disturbance agreement within ten days
        thereafter, then this Lease shall terminate without further recourse to
        the parties. Wherever any consent of Groundlessor is required in
        connection with any consents to be made by Landlord hereunder, the
        failure of Groundlessor to give such consent shall be deemed to be a
        reason for the withholding of such consent by Landlord.

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

13.16   TENANT'S FINANCIAL CONDITION. Upon Landlord's demand, which may be made
        only if required by lender or prospective lender to Landlord, and then
        no more often than once per year, Tenant shall furnish to Landlord, at
        Tenant's sole cost and expense, then current financial statements of
        Tenant and its guarantor (if any), audited (if audited statements have
        been recently prepared on behalf of Tenant or such guarantor) or
        otherwise certified as being true and correct by the chief financial
        officer of Tenant or such guarantor, as the case may be. So long as

                                      -53-
<Page>

        Tenant is a so-called public company, then Landlord waives the
        provisions of this Section 13.16.

13.17   NO PARTNERSHIP. The relationship of the parties hereto is that of
        landlord and tenant, and partnership, joint venture or participation is
        hereby created.

13.18.  HOLDING OVER. Any holding over by Tenant after the expiration of the
        Lease Term shall be treated as a tenancy at sufferance at 1.5 times the
        Fixed Rent and 10% of the additional rent herein provided to be paid
        during the last twelve (12) months of the Lease Term (prorated on a
        daily basis) and shall otherwise be on the terms and conditions set
        forth in this Lease, as far as applicable.

13.19   NON-SUBROGATION. Insofar as, and to the extent that, the following
        prevision may be effective without invalidating or making it impossible
        to secure insurance coverage obtainable from responsible insurance
        companies doing business in the locality in which the premises are
        located (even though extra premium may result therefrom): Landlord and
        Tenant mutually agree that, with respect to any hazard which is covered
        by insurance then being carried by them, or which could have been
        covered by a so-called All Risk policy, the one carrying (or who could
        have carried) such insurance and suffering such loss releases the other
        of and from any and all claims with respect to such loss; and they
        further mutually agree that their respective insurance companies shall
        have no right of subrogation against the other on account thereof.

13.20   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.

13.21   DEFINITION OF ADDITIONAL RENT. Without limiting any other provision of
        this Lease, it is expressly understood and agreed that Tenant's
        participation in Taxes, Operating Expenses, and all other charges which
        Tenant is required to pay hereunder, together with all interest and
        penalties that may accrue thereon, shall be deemed to be Additional
        Rent, and in the event of non-payment thereof by Tenant, Landlord shall
        have all of the rights and remedies with respect thereto as would accrue
        to Landlord for non-payment of Fixed Rent. Tenant's failure to object to
        any statement, invoice or billing rendered by Landlord within a period
        of three hundred sixty five (365) days after Tenant's receipt thereof
        shall constitute Tenant' acquiescence with respect thereto and shall
        render such statements, invoice or billing on account between landlord
        and Tenant.

13.22   EXTENSION OPTION. Upon and subject to the following terms and
        conditions, Tenant shall have the right to extend the term of this Lease
        for two consecutive periods of five (5) years each provided that (i)
        Tenant itself occupies at least 50% of the Premises, and (ii) it shall
        be a condition to the extension for the second such period that Tenant
        shall have timely and properly extended the term of this Lease

                                      -54-
<Page>

        for the first such period, and (iii) at the time of its exercise of any
        such extension and at the commencement of such extension period Tenant
        shall not be in default under this Lease beyond the expiration of
        applicable notice and cure periods, and (iv) Tenant shall give notice of
        such extension at least twelve (12) months prior to the then expiration
        of the term of this Lease. Provided that the Tenant has timely and
        properly complied with all the foregoing conditions, then, without the
        necessity of any further action, the term of this Lease shall be
        extended for such five-year extension period on all the terms and
        conditions hereof except that there shall be no further rights of
        extension after Tenant extends for the second five-year period and for
        and with respect to each such extension period annual Fixed Rent shall
        be equal to the greater of (i) the annual Fixed Rent immediately in
        effect prior to such extension or (ii) an amount an equal to 87.5% of
        the then Fair Market Rental Value of the Premises.

        "Fair Market Rental Value" shall be determined based on the use of the
        Premises as first-class professional space utilizing properties of a
        similar character in comparable first-class office buildings within the
        City of Boston. At least sixty (60) days prior to the last day upon
        which the Tenant may give notice exercising such option Tenant may
        request that Landlord designate the annual Fixed Rent payable in respect
        of the extension period and Landlord shall designate such rent payable
        during the extended term in question within thirty days thereafter but
        Landlord shall not be required to make such designation more than
        seventeen (17) months prior to the commencement of the extended term in
        question. If Tenant disagrees with Landlord's designation then Tenant
        shall have the right in its notice exercising such extension to make a
        request of Landlord for a broker determination (the "Broker
        Determination") of the Fair Market Rental Value for such extended term
        which Broker Determination shall be made in the manner set forth in
        Exhibit D. If Tenant fails timely to request the Broker Determination
        then the term of the Lease shall be extended for the applicable extended
        term and the Fair Market Rent Value for the Premises for such extended
        term shall be equal to that designated by Landlord.

13.23   RIGHT OF FIRST OFFER. If at any time during the term of this Lease while
        the Tenant is not in default under this lease beyond applicable notice
        and/or cure periods and while Tenant itself occupies at least that
        portion of the Premises equivalent to at least 3 floors in either Wing
        One or Wing Two of the Building, additional space of the Building
        devoted to an Office Use shall become available for leasing (this right
        shall not apply to the initial leasing thereof but shall be a so-called
        second generation right), Landlord shall notify Tenant thereof setting
        forth in such notice the terms and conditions upon which Landlord shall
        be willing to lease such space to Tenant and by notice from Tenant to
        Landlord given within ten (10) business days thereafter Tenant may elect
        one of the following:

        (i)     it may accept such offer in which event Landlord and Tenant
                shall enter into an amendment to this Lease adding the
                additional space to the

                                      -55-
<Page>

                Premises demised under this Lease in accordance with the terms
                and conditions offered by Landlord and in the case of space so
                offered which is no more than 5,000 square feet of rentable area
                the offer shall be made for a term which is coterminous with the
                term of this Lease and if more than 5,000 square feet then for a
                term which shall be the longer of the then term remaining under
                this Lease or five years; or

        (ii)    it may reject such offer (and Tenant's failure to respond within
                such ten (10) business day period shall be deemed to be a
                rejection of such offer) in which case Landlord may lease such
                offered space upon such terms and conditions as Landlord shall
                determine; or

        (iii)   it may give to Landlord a counteroffer setting forth the terms
                and conditions upon which Tenant is willing to accept such the
                leasing of such Space and if Tenant makes a counteroffer then
                Landlord may elect to (i) accept such counteroffer in which case
                Landlord and Tenant shall enter into an amendment to this Lease
                adding the additional space to this lease in accordance with the
                terms of such counteroffer or (ii) it may elect to lease such
                space to any third party but upon terms and conditions which are
                not substantially more advantageous to such third party than
                those contained in the Tenant's counteroffer. If the space being
                offered is the V&C premises consisting of approximately 40,000
                square feet of rentable area then Tenant may elect not to lease
                all of the V&C premises but must lease the same in at least
                whole floor increments starting with the top-most floor and
                working down, and in its offer to Tenant, Landlord shall set
                forth the Annual Fixed Rent which Landlord is prepared to accept
                for a leasing of less than all of the offered V&C premises.

                If at the time that Landlord makes an offer to Tenant to lease
                to Tenant any additional space of more than 5,000 square feet
                there is less than five (5) years remaining in the term of this
                Lease, then as a condition to Tenant's acceptance of such offer
                or making a counteroffer, Tenant must exercise any remaining
                option so that there shall be at least five (5) years remaining
                in the term of this Lease and if there are insufficient options
                then Tenant shall have no right to lease the offered space and
                Landlord need not make such offer

                                      -56-
<Page>

        WITNESS the execution hereof, under seal, in any number of counterparts,
each of which counterparts shall be deemed an original for all purposes, as of
the day and year first above written.

                                        GATEWAY DEVELOPERS LLC
                                        By:   Cornerstone 1999, LLC, its Manager


                                        By:
                                              ------------------------------
                                              Its Manager
                                              Hereunto duly authorized

                                                  LANDLORD


                                        KEANE, INC.


                                        By:
                                              ------------------------------
                                              Its
                                              Hereunto duly authorized

                                                  TENANT

                                      -57-

<Page>

                                    EXHIBIT D

                BROKER DETERMINATION OF FAIR MARKET RENTAL VALUE

        DEFINITION OF FAIR MARKET RENTAL VALUE:

        "Fair Market Rental Value" shall be computed as of the date in question,
and shall be the then current annual rental value, including provisions for
subsequent increases and other adjustments, of the Premises in their then
condition, upon and subject to the terms and conditions of this Lease, except
for annual Fixed Rent. In determining Fair Market Rental Value, all relevant
factors shall be taken into account and given effect (the parties agreeing that
any property outside the City of Boston is irrelevant for these purposes).
Tenant's notice shall specify whether Tenant requests a quotation of Fair Market
Rental Value for the Premises "as-is," and/or a quotation of Fair Market Rental
Value including a tenant improvement allowance. If Tenant requests that
Landlord's quotation include a tenant improvement allowance Landlord's quotation
shall include a tenant improvement allowance, in an amount (if any) which is
consistent with Landlord's then current practices and not less than 75% of the
then "market".

        Where in the Lease to which this Exhibit is attached provision is made
for a Broker Determination of Fair Market Rental Value, the following procedures
and requirements shall apply:

        1.      TENANT'S REQUEST. Tenant shall send a notice to Landlord in
                accordance with the applicable section of the Lease, requesting
                a Broker Determination of the Fair Market Rental Value, which
                notice to be effective must (i) make explicit reference to the
                Lease and to the specific section of the Lease pursuant to which
                said request is being made, (ii) include the name of a broker
                selected by Tenant to act for Tenant, which broker shall be
                affiliated with a major Boston commercial real estate brokerage
                firm selected by Tenant and which broker shall have at least ten
                (10) years experience dealing in properties of a nature and type
                generally similar to the Building located in the City of Boston,
                and (iii) explicitly state that Landlord is required to notify
                Tenant within thirty (30) days of an additional broker selected
                by Landlord.

        2.      LANDLORD'S RESPONSE. Within thirty (30) days after Landlord's
                receipt of Tenant's notice requesting the Broker Determination
                and stating the name of the broker selected by Tenant, Landlord
                shall give written notice to Tenant of Landlord's selection of a
                broker having at least the affiliation and experience referred
                to above.

                                       D-1
<Page>

        3.      SELECTION OF THIRD BROKER. Within ten (10) days thereafter the
                two (2) brokers so selected shall select a third such broker
                also having at least the affiliation and experience referred to
                above.

        4.      RENTAL VALUE DETERMINATION. Within thirty (30) days after the
                selection of the third broker, the three (3) brokers so
                selected, by majority opinion, shall make a determination of the
                Fair Market Rental Value of the Premises for the Extended Term
                or the Expansion Space, as the case may be. Such Fair Market
                Rental Value determination (x) may include provision for annual
                increases in rent if so determined, (y) shall take into account
                the as-is condition of the Premises, and (z) shall take account
                of, and be expressed in relation to, the payment in respect of
                taxes and operating costs and provisions for paying for
                so-called tenant electricity as contained in the Lease. The
                brokers shall advise Landlord and Tenant in writing by the
                expiration of said thirty (30) day period of the Fair Market
                Rental Value as so determined.

        5.      RESOLUTION OF BROKER DEADLOCK. If the Brokers are unable to
                agree at least by majority on a determination of Fair Market
                Rental Value, then the brokers shall send a notice to Landlord
                and Tenant by the end of the thirty (30) day period for making
                said determination setting forth their individual determinations
                of Fair Market Rental Value, and the highest such determination
                and the lowest such determination shall be disregarded and the
                remaining determination shall be deemed to be the Fair Market
                Rental Value.

        6.      COSTS. Each party shall pay the costs and expenses of the broker
                selected by it and each shall pay one half (1/2) of the costs
                and expenses of the third broker.

        7.      FAILURE TO SELECT BROKER OR FAILURE OF BROKER TO SERVE. If
                Tenant shall have requested a Broker Determination and Landlord
                shall not have designated a broker within the time period
                provided therefor above and such failure shall continue for more
                than ten (10) days after notice thereof, then Tenant's broker
                shall alone make the determination of the Fair Market Rental
                Value in writing to Landlord and Tenant within thirty (30) days
                after the expiration of Landlord's right to designate a broker
                hereunder. If Tenant and Landlord have both designated brokers
                but the two brokers so designated do not, within a period of ten
                (10) days after the appointment of the second broker, agree upon
                and designate the third broker willing so to act, the Tenant,
                the Landlord or either broker previously designated may request
                the Greater Boston Real Estate Board, Inc. to designate the
                third broker willing so to act and a broker so appointed shall,
                for all purposes, have the same standing and powers as though he
                had been seasonably appointed by the brokers first appointed. In
                case of the inability or refusal

                                       D-2
<Page>

                to serve of any person designated as a broker, or in case any
                broker for any reason ceases to be such, a broker to fill such
                vacancy shall be appointed by the Tenant, the Landlord, the
                brokers first appointed or the said Greater Boston Real Estate
                Board, Inc., as the case may be, whichever made the original
                appointment, or if the person who made the original appointment
                fails to fill such vacancy, upon application of any broker who
                continues to act or by the Landlord or Tenant such vacancy may
                be filled by the said Greater Boston Real Estate Board, Inc.,
                and any broker so appointed to fill such vacancy shall have the
                same standing and powers as though originally appointed.

                                       D-3

<Page>

                                    EXHIBIT E

        Parking shall be provided on the following floors of the Garage:

        P-1: The entire floor will be for Tenant and V&C for reserved 24/7
spaces. If all of Tenant's 75 reserved 24/7 spaces cannot be accommodated on P-1
together with all of the V&C's reserved 24/7 spaces then Tenant shall have a pro
rata share thereof based on square footage and at least 25 of Tenant's spaces
shall be next to or very near the Wing Two elevator serving the Tenant's
Premises in Wing Two.

        P-2: Any 24/7 reserve not accommodated on P-1 will be accommodated on
P-2 and at least five visitor spaces will be placed next to or very near the
elevators for Wing One.

        P-2 and P-3: The remaining allocation of spaces shall be identified
either as Tenant or V&C spaces and numbered spaces located under each tenant's
respective wings as closely as reasonably possible.

        The allocation of compact to normal size spaces should be the same for
both Tenant and V&C for all spaces on all parking levels and the goal is to have
no more than 30% of all spaces as compact spaces but in any case there shall be
no more than 40% of all spaces as compact spaces.

        Nominal size spaces are being designed to be 8 1/2 feet by 18 feet and
compact size spaces 7 1/2 feet by 16 feet. So long as Tenant leases more than
50% of the office space of the Building, any change in the management company
for the Garage (after the initial manager) shall require Tenant's prior written
consent, which Tenant shall not unreasonably withhold or delay.

                                       E-1
<Page>

                                    EXHIBIT F

        The air conditioning system shall be designed to provide 20 CFM per
person at one person/150 square feet; for cooling: 78 degrees dry bulb inside at
88 degrees Fahrenheit dry bulb outside; and for heating: 72 degrees Fahrenheit
inside at 9 degrees outside. Landlord represents and warrants that it has been
informed by its engineer that the foregoing standard complies with all
applicable codes.

                                       F-1