<PAGE>   1
                                                                   Exhibit 10.11


                                201 FOREST STREET

                           MARLBOROUGH, MASSACHUSETTS

                                  OFFICE LEASE

                                  STANDARD FORM



      THIS LEASE ("Lease") made at Marlborough, Massachusetts, by and between
201 Forest Street Realty Trust, a Massachusetts partnership ("Landlord") having
a principal place of business at 293 Boston Post Road West, Suite 320,
Marlborough, Massachusetts, 01752 and Syncronicity, Inc. ("Tenant") having a
principal place of business at 47 Old Sudbury Road, Wayland, Massachusetts,
01778.

                                   WITNESSETH:

                                    ARTICLE 1
                         REFERENCE DATA AND DEFINITIONS

1.01  Reference Data

<TABLE>
<S>                                       <C>
      LANDLORD'S REPRESENTATIVE:          David Depietri
                                          Rosewood Development Corporation

      LANDLORD'S ADDRESS                  201 Forest Street Realty Trust
      (FOR PAYMENT OF RENT):              c/o Rosewood Companies
                                          293 Boston Post Road West
                                          Suite 320
                                          Marlborough, MA 01752

      LANDLORD'S ADDRESS
      (FOR NOTICE AND BILLING):           Same as Above

      TENANT:                             Syncronicity, Inc.
                                          47 Old Sudbury Road
                                          Wayland, MA 01778

      TENANT'S REPRESENTATIVE:            Eugene Connolly

      TENANT'S PHONE NUMBER:              (508)358-2856

      PREMISES:                           Suite 320

      RENTABLE AREA OF PREMISES:          4,331 Square Feet
</TABLE>
<PAGE>   2
                                      -2-


<TABLE>
<S>                                       <C>
      RENTABLE AREA OF THE BUILDING:      40,000 Square Feet

      RENT COMMENCEMENT DATE:             April 1,1997 or upon substantial
                                          completion of construction and
                                          issuance of Certificate of
                                          Occupancy.

      OCCUPANCY DATE:                     April 1,1997 or upon substantial
                                          completion of construction and
                                          issuance of Certificate of
                                          Occupancy.

      LEASE TERMINATION DATE:             Five (5) Years from the rent
                                          commencement date.

      TERM:                               Five (5) Years.

      BASIC RENT: SEE SCHEDULE BELOW:
</TABLE>

<TABLE>
<CAPTION>
                      NET, NET, NET       NET, NET, NET        NET, NET, NET
          YEAR      RATE PER SO. FT.       ANNUAL RENT         MONTHLY RENT
          ----      ----------------      -------------        --------------
<S>                 <C>                   <C>                  <C>
          1-5            $13.50             $58,468.50           $4,872.37
</TABLE>

<TABLE>
<S>                                       <C>
      ESTIMATED COST OF ELECTRICAL        Tenant to be separately metered for
      SERVICE:                            electricity.

      INITIAL MONTHLY PAYMENT
      (Basic Rent):                       $4,872.37

      TAX BASE:                           $0.00 Per Square Foot of Rentable
                                          Area per year.

      OPERATING EXPENSE BASE:             $0.00 Per Square Foot of Rentable
                                          Area per year.

      TENANT'S SHARE:                     10.8 96

      SECURITY DEPOSIT:                   $4;992.391

      GUARANTOR:                          N/A

      PERMITTED USES:                     General Office uses consistent with
                                          a first class office building.
</TABLE>
<PAGE>   3
                                      -3-


1.02  General Provisions.

      For all purposes of the Lease unless otherwise expressed and provided
herein or therein or unless the context otherwise requires:

      (a)   The words herein, hereof, hereunder and other words of words of
            similar import refer to the Lease as a whole and not to any
            particular article, section or other subdivision of this Lease.

      (b)   A pronoun in one gender includes and applies to the other genders as
            well.

      (c)   Each definition stated in Section 1.01 or 1.03 of this Lease applies
            equally to the singular and the plural forms of the term or
            expression defined.

      (d)   Any reference to a document defined in Section 1.03 of this Lease is
            to such document as originally executed, or, if modified, amended or
            supplemented in accordance with the provisions of this Lease, to
            such document as so modified, amended or supplemented and in effect
            at the relevant time of reference thereto.

      (e)   All accounting terms not otherwise defined herein have the meanings
            assigned to them in accordance with generally accepted accounting
            principles.

      (f)   All references in Section 1.01 hereof are subject to the specified
            definitions thereof (if any) in Section 1.03 hereof.

1.03  Terms Defined.

      Each term of expression set forth above in Section hereof or below in this
Section 1.03 has the meaning stated immediately after it.

      Additional Services.  Services provided to Tenant or in respect of the
      Premises which are not described in Exhibit F hereto.

      Adjusted Operating Expense Base.  The amount determined by multiplying
      the Operating Expense Base by the Adjustment Factor.

      Adjusted Tax Base.  The amount determined by multiplying the Tax Base
      by the Adjustment Factor.

      Adjustment Factor. With respect to the First Calendar Year and the Last
      Calendar Year, the percentage computed by dividing (i) the number of days
      of each such period falling within the Lease term by (ii) 365.

      Affiliate. With respect to any specified person, any other person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with such specified person. For the purposes of this
      definition, the term control when used with respect to any specified
      person means the power to direct the management and policies of
<PAGE>   4
                                      -4-


      such person, directly or indirectly, whether through the ownership of
      voting securities, by contract or otherwise, and the terms controlling and
      controlled by have meanings correlative to the foregoing.

      Authorizations. All franchises, licenses, permits and other governmental
      consents issued by Governmental Authorities pursuant to Legal Requirements
      which are or may be required for the use and occupancy of the Premises and
      the conduct or continuation of a Permitted use therein.

      Basic Services.  The services described in Exhibit F hereto.

      Building.  The building currently under construction on the Land.

      Building Standard Tenant Finishes.  The standards set bar Landlord for
      the quality of work done on the Premises.

      Business Day.  A day which is not a Saturday, Sunday or other day on
      which banks in Boston, Massachusetts, are authorized or required by law
      or executive order to remain dosed.

      Calendar Year. The First Calendar Year, the Last Calendar Year and full
      calendar year (January 1 through December 31) occurring during the Lease
      Term.

      C.P.I.  "Consumer Price Index - All Urban Consumers - (CPI-U) - U.S.
      City Average - All Items (1967=100)" as published by the U.S.
      Department of Labor.

      Common Areas. All areas devoted to the common use of occupants of the
      Building or the provision of Services to the Building, including but not
      limited to the atrium, all corridors, elevator foyers, air shafts,
      elevator shafts, and elevators, stairwells and stairs, rest rooms,
      mechanical rooms, janitor closets, vending areas and other similar
      facilities for the provision of Services or the use of all occupants of
      multi-tenant floors or all occupants of the Building.

      Control.  As defined in the definition of Affiliate.

      Corporation.  A corporation, company, association, business trust or
      similar organization wherever formed.

      Default. Any event or condition specified in Article 20 hereof so long as
      any applicable requirement for the giving of notice or lapse of time or
      both have not been fulfilled.

      Event of Default. Any event or condition specified in (a) Article 20
      hereof (if all applicable periods for the giving of notice or lapse of
      time or both have been fulfilled) or (b) in Article 21 hereof.

      Fair Rental Value. The amount per square foot per annum which a Person not
      an Affiliate or either Landlord or Tenant would pay as Basic Rent (using
      the Tax Base and
<PAGE>   5
                                      -5-


      Operating Expense Base) as of the time of determination for the Premises
      for a term of four years. All Additional Rent such as Taxes, Operating
      Expenses and Estimated Cost of Electrical Service shall be in addition to
      the price per square foot so determined.

      First Calendar Year.  The partial Calendar Year period commencing on
      the Term Commencement Date and ending on the next succeeding December
      31.

      Force Majeure. Acts of God, strikes, lock outs, labor troubles, inability
      to procure materials, failure of power, restrictive Legal Requirements,
      riots and insurrection, acts of public enemy, wars, earthquakes,
      hurricanes and other natural disasters, fires, explosions, any act,
      failure to act or Default of the other party to this Lease; provided,
      however, lack of money shall not be deemed such a cause.

      General Contractor.  Triton Construction Corp.

      Governmental Authority. United States of America, the Commonwealth of
      Massachusetts, the County of Middlesex, City of Marlborough, and any
      political subdivision thereof and any agency, department, commission,
      board, bureau or instrumentality of any of them.

      Insolvency. The occurrence with respect to any Person of one or more of
      the following events: the death, dissolution, termination of existence
      (other than by merger or consolidation), insolvency, appointment of a
      receiver for all or substantially all of the property of such person, the
      making of a fraudulent conveyance or the execution of an assignment or
      trust mortgage for the benefit of creditors by such Person, or the filing
      of a petition of bankruptcy or the commencement of any proceedings by or
      against such Person under a bankruptcy, insolvency or other law relating
      to the relief or the adjustment of indebtedness, rehabilitation or
      reorganization of debtors; provided that if such petition or commencement
      is involuntarily made against such a Person and is dismissed within sixty
      (60) days of the date of such filing or commencement, such events shall
      not constitute an insolvency hereunder.

      Insurance Requirements. All terms of any policy of insurance maintained by
      Landlord or Tenant and applicable to (or affecting any condition,
      operation, use or occupancy of) the Building or the Premises or any part
      or parts of either and all requirements of the issuer of any such policy
      and all orders, rules, regulations and other requirements of the National
      Board of Fire Underwriters (or any other body exercising similar
      functions).

      Land.  The land on 201 Forest Street, Marlborough, Massachusetts County
      of Middlesex, Commonwealth of Massachusetts.

      Landlord's Contribution.  The amount contributed by Landlord as a
      credit toward the cost of finishing the Premises shown in Exhibit B.

      Landlord's Work.  The work to be done by Landlord with respect to the
      Premises described in Exhibit B.
<PAGE>   6
                                      -6-


      Last Calendar Year. The partial Calendar Year commencing on January 1 of
      the Calendar Year in which the Lease Termination Date occurs and ending on
      the Lease Termination Date.

      Lease Term.  The period commencing on the Term Commencement Date and
      ending on the Lease Termination Date.

      Lease Termination Date. The earlier to occur of (1) the Stated Expiration
      Date, (2) the termination of this Lease by Landlord as the result of an
      Event of Default, (3) the termination of this Lease pursuant to Article 17
      (Damage or Destruction) or 18 (Eminent Domain) hereof.

      Lease Year. A period commencing on the Term Commencement Date (or an
      anniversary thereof) and ending on the Day before the next succeeding
      anniversary thereof. For example, the first Lease Year is a period
      commencing on the Term Commencement Date and ending on the day before the
      first anniversary thereof. The last Lease Year shall end on the Lease
      Termination Date.

      Legal Requirements. All statutes, codes, ordinances (and all rules and
      regulations thereunder), all executive orders and other administrative
      orders, judgments, decrees, injunctions and other judicial orders of or by
      any Governmental Authority which may at any time be applicable to parts or
      appurtenances of the Premises or Building or to any condition or use
      thereof and the provisions of all Authorizations.

      Occupancy Arrangement. With respect to the Premises or any portion thereof
      of the Lease, and whether (a) written or unwritten or (b) for all or any
      portion of the Lease Term, an assignment, a sublease, any tenancy at will,
      a tenancy at sufferance, or any other arrangement (including but not
      limited to a license or concession) pursuant to which a Person occupies
      the Premises for any purpose.

      Operating Expense Base. With respect to each Calendar Year the amount
      determined by multiplying the Rentable Area of the Premises by the amount
      hereinbefore set forth as the Operating Expense Base per square foot of
      Rentable Area per year, but with respect to the First Calendar Year and
      the Last Calendar Year, the Adjusted Operating Expense Base.

      Operating Expenses. All expenses, costs, and disbursements of every kind
      and nature which Landlord shall pay or become obligated to pay in
      connection with the ownership, operation and maintenance of the Building
      (including all facilities in operation on the Term Commencement Date and
      such additional facilities which are necessary or beneficial for the
      operation of the Building) and the Land and the provision of Basic
      Services, including, but not limited to (a) wages, salaries, fees and
      costs to Landlord of all Persons engaged in connection therewith,
      including taxes, insurance, and benefits relating thereto; (b) the cost of
      (i) all supplies and materials, electricity and lighting, for Common
      Areas, (ii) water, heat, air conditioning, and ventilation for the
      Building, (iii) all maintenance, janitorial, and service agreements, (iv)
      all insurance, including the cost of casualty and liability insurance
      applicable to the Building and Landlord's personal
<PAGE>   7
                                      -7-


      property used in connection therewith, (v) repairs and general
      maintenance, (vi) capital items which are primarily for the purpose of
      reducing Operating Expenses or which may be required by a Governmental
      Authority, amortized over the reasonable life of the capital items with
      the reasonable life and amortization schedule being determined by Landlord
      in accordance with generally accepted accounting principles, (vii)
      pursuing an application for an abatement of taxes pursuant to Section 6.05
      hereof to the extent not deducted from the abatement, if any, received,
      (viii) independent auditors, (ix) Landlord's central accounting functions,
      and (x) providing office space for the manager of the Building; (c)
      management fees; and (d) a share (equal to percentage computed by a
      fraction the numerator of which is the Rentable Area of the Building and
      the denominator of which is the aggregate Rentable Area of all constructed
      buildings (including the Building at 201 Forest Street, Marlborough) of
      the cost to Landlord of operating, repairing and maintaining exterior
      common areas and facilities of 201 Forest Street, Marlborough (of which
      development the Building is a part) which may not be located entirely on
      the Land but which are available for landscaping, security and maintenance
      for common roadways and open areas. Operating Expenses shall not include
      (i) capital items except as provided above or (ii) specific costs billed
      to and paid by specific tenants. Operating Expenses shall be determined
      using the accrual of accounting. If at any time during the Term, less than
      ninety-five percent (95 %) of the Rentable Area of the Project is
      occupied, the "operating expenses" component of Operating Expenses shall
      be adjusted by Landlord to reasonably approximate the operating expenses
      which would have been incurred if the Project had been at least
      ninety-five percent (95%) occupied.

      Partial Taking.  Any Taking which is not a Total Taking.

      Permitted Exceptions. Any liens or encumbrances on the Premises in the
      nature of (a) liens for taxes assessed but not yet due and payable, (b)
      easements, reservations, restrictions and rights of way encumbering or
      affecting the Land on the date of this Lease, (c) the rights of Landlord,
      Tenant and any other Person to whom Landlord has granted such rights to
      exercise in common with respect to the Land and the Common Areas the
      rights granted to Tenant hereunder, (d) mortgages of record, and (e) Title
      Conditions.

      Person.  An individual, a Corporation, a company, a voluntary
      association, a partnership, a trust, an unincorporated organization or
      a government or any agency, instrumentality or political subdivision
      thereof.

      Premises.  The space in the Building shown outlined in red on Exhibit B
      hereto.

      Proceeds. With respect to any Taking or occurrence described in Article 17
      hereof, with respect to which any Person is obligated to pay any amount to
      or for the account of Landlord, the aggregate of (i) all sums payable or
      receivable under or in respect of any insurance policy, and (ii) all sums
      or awards payable in respect to a Taking.

      Prohibited Occupancy Arrangement. An Occupancy Arrangement which provides
      for any rent or other payment based in whole or in part on the net income
      or profits derived by any person from the Premises.
<PAGE>   8
                                      -8-


      Rent.  Basic Rent and all Additional Rent.

      Rentable Area of the Premises. The number of square feet stated in Section
      1.01, whether the same should be more or less as a result of minor
      variations resulting from actual construction and completion of the
      Building or Premises so long as such work is done in accordance with the
      terms and provisions hereof. The calculation was made according to the
      following formula:

      (i)   On single tenant floors, the usable area measured from the inside
            surfaces of the outer glass of the Building, plus Tenant's Share of
            Common Areas.

      (ii)  On multi-tenant floors, the usable area measured from inside surface
            of the outer glass of the Building to the midpoint of all demising
            walls of the space being measured plus the area of each corridor
            adjacent to and required as the result of the layout of the space
            being measured, measured from the midpoint of the adjacent demising
            walls, plus Tenant's Share of Common Areas.

      Rules and Regulations. Reasonable rules and regulations promulgated by
      Landlord and uniformly applicable to persons occupying the Building
      regulating the details of the operation and use of the Building. The
      initial Rules and Regulations are attached hereto as Exhibit G.

      Services.  Basic Services and Additional Services.

      Special Work.  Work done in or with respect to the Premises which is
      not part of Landlord's Work or the cost of which exceeds Landlord's
      Contribution.

      Stated Expiration Date.  The last day of the last Lease Year of the
      Term stated in Section 1.01.

      Substantial Completion Date. The date on which the Premises together with
      the appurtenant areas of the Building necessary for access and service
      thereto, have been completed in accordance with Article 7 hereof except
      for items of work and adjustment of equipment and fixtures which are not
      necessary to make the Premises reasonably tenantable for the Permitted
      Uses and because of season or weather or nature of the item cannot
      practicably be done at the time.

      Taking. The taking or condemnation of title to all or any part of the Land
      or the possession or use of the Building or the Premises by a person for
      any public use or purpose or any proceeding or negotiations which might
      result in such a taking or any sale or lease in lieu of or in anticipation
      of such a taking.

      Tax Base. With respect to each Calendar Year the amount determined by
      multiplying the Rentable Area of the Premises by the amount hereinbefore
      set forth as the Tax Base per square foot of Rentable Area per year, but
      with respect to the First Calendar Year and the Last Calendar Year, the
      Adjusted Tax Base.
<PAGE>   9
                                      -9-


      Taxes. All taxes, special or general assessments, water rents, rates and
      charges, sewer rents and other impositions and charges imposed by
      Governmental Authorities of every kind and nature whatsoever,
      extraordinary as well as ordinary and each and every installment thereof
      which shall or may during the term of this Lease be charged, levied, laid,
      assessed, imposed, become due and payable or become liens upon or for or
      with respect to the Land or any part thereof or the Building or the
      Premises, appurtenances or equipment owned by Landlord thereon or therein
      or any part thereof or on this Lease under or by virtue of all present or
      future Legal Requirements and are tax based on a percentage, fraction or
      capitalized value of the Rent (whether in lieu of or in addition to the
      taxes hereinbefore described). Taxes shall not include inheritance,
      estate, excise, succession, transfer, gift, franchise, income, gross
      receipt, or profit taxes except to the extent such are in lieu of or in
      substitution for Taxes as now imposed on the Building, the Land, the
      Premises or this Lease.

      Tenant.  As defined in the preamble hereof.

      Tenant's Cost.  The cost of work done in connection with the completion
      of the Premises in excess of (i) the cost of Landlord's Work and (ii)
      Landlord's Contribution.

      Tenant's Share. Tenant's share of building is equal to T divided by B x
      100%, where "T" is equal to the number of rentable square feet rented by
      the Tenant and "B" is equal to 95% of the total rentable square feet of
      the building.

      Term Commencement Date. The earlier of (a) the later of (x) the date
      specified by Landlord in the notice delivered pursuant to Section 7.03 or
      (y) the Substantial Completion Date, or (b) any other date for such
      commencement determined in accordance with said Article 7, or (c) the date
      on which Tenant first occupies the Premises for the Permitted Uses.

      Title Conditions.  All covenants, agreements, restrictions, easements
      and declarations of record on the date hereof so far as the same may be
      from time to time in force and applicable.

      Total Taking. (i) a Taking of: (a) the fee interest in all or
      substantially all of the Building or (b) such title to, easement in, over,
      under or such rights to occupy and use any part or parts of the Building
      to the exclusion of Landlord as shall have the effect, in the good faith
      judgement of the Landlord, of rendering the portion of the Building
      remaining after such Taking (even if restoration were made) unsuitable for
      the continued use and occupancy of the Building for the Permitted Uses or
      (ii) a Taking of all or substantially all of the Premises or such title to
      or easement in, on or over the Premises to the exclusion of Tenant which
      in the good faith judgement of the Landlord prohibits access to the
      Premises or the exercise by Tenant of any rights under this Lease.

      Working Drawings. The Working Drawings for the finishing of the Premises
      developed by Landlord and Tenant. The Working Drawings shall be prepared
      in compliance with all applicable Legal Requirements and stamped by
      registered Massachusetts professionals,
<PAGE>   10
                                      -10-


      and shall consist of all architectural and engineering plans which are
      required to finish the Premises or to obtain any Authorization required
      therefor.
<PAGE>   11
                                      -11-


                  Table of Contents by Articles and Sections

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.    Reference Data and Definitions.

      1.01 Reference Data .............................................
      1.02 General Provisions .........................................
      1.03 Terms Defined ..............................................
      1.04 Table of Contents ..........................................

2.    Premises.

      2.01 Premises....................................................
      2.02 Appurtenances ..............................................

3.    Term.

      3.01 Term Commencement ..........................................
      3.02 Termination ................................................

4.    Rent.

      4.01 Basic Rent .................................................
      4.02 Computation of Basic Rent ..................................
      4.03 Intentionally Omitted ......................................
      4.04 Resolution of Disputes with Respect to Fair Rental Value,
Arbitration ...........................................................

5.    Use of Premises.

      5.01 Use Restricted .............................................

6. Taxes; Operating Expenses; Estimated Cost of Electrical Services.

      6.01 Expenses and Taxes .........................................
      6.02 Annual Statement of Additional Rent Due ....................
      6.03 Monthly Payments of Additional Rent ........................
      6.04 Accounting Periods .........................................
      6.05 Abatement of Taxes .........................................
      6.06 Electric Service; Payment of Additional Rent ...............
      6.07 Change in Rates or Usage ...................................
      6.08 Late Payment of Rent .......................................

7.    Improvements, Repairs, Additions, Replacements.

      7.01 Preparation of the Premises ................................
</TABLE>
<PAGE>   12
                                      -12-


<TABLE>
<S>                                                                          <C>
      7.02 Time for Completion ........................................
      7.03 Notice to Commence .........................................
      7.04 Delays......................................................
      7.05 Tenant's Access to the Premises ............................
      7.06 Alterations and Improvements ...............................
      7.07 Maintenance ................................................
      7.08 Redelivery .................................................

8.    Building Services.

      8.01 Building Services ..........................................
      8.02 Other Janitors .............................................
      8.03 Additional Services ........................................
      8.04 Limitation on Landlord's Liability .........................
      8.05 Electric Service ...........................................

9.    Tenant's Particular Covenants.

      9.01 Pay Rent ...................................................
      9.02 Occupancy of the Premises ..................................
      9.03 Safety .....................................................
      9.04 Equipment...................................................
      9.05 Electrical Equipment .......................................
      9.06 Pay Taxes...................................................
      9.07 Tenant's Covenants .........................................

10.   Requirements of Public Authority.

      10.01 Legal Requirements ........................................
      10.02 Contests...................................................

11.   Covenant Against Liens.

      11.01 Mechanics Liens ...........................................
      11.02 Right to Discharge ........................................

12.   Access to Premises.

      12.01 Access.....................................................

13.   Assignment and Subletting; Company Arrangements.

      13.01 Subletting and Assignments ................................
</TABLE>
<PAGE>   13
                                      -13-


<TABLE>
<S>                                                                          <C>
14.   Indemnity.

      14.01 Tenant's Indemnity ........................................
      14.02 Landlord's Liability ......................................

15.   Insurance.

      15.01 Liability Insurance .......................................
      15.02 Casualty Insurance ........................................

16.   Waiver of Subrogation.

      16.01 Waiver of Subrogation .....................................
      16.02 Waiver of Rights ..........................................

17.   Damage of Destruction.

      17.01 Substantial Damage ........................................
      17.02 Restoration ...............................................

18.   Eminent Domain.

      18.01 Total Taking ..............................................
      18.02 Partial Taking ............................................
      18.03 Awards and Proceeds .......................................

19.   Quiet Enjoyment.

      19.01 Landlord's Covenant .......................................
      19.02 Subordination .............................................
      19.03 Notice to Mortgage ........................................
      19.04 Other Provisions Regarding Mortgages ......................

20.   Defaults; Events of Default.

      20.01 Defaults...................................................
      20.02 Tenant's Best Efforts .....................................
      20.03 Elimination of Default ....................................
      20.04 Tenant's Default - Rent Abatement Cancellation ............

21.   Insolvency.

      21.01 Insolvency ................................................
</TABLE>
<PAGE>   14
                                      -14-


<TABLE>
<S>                                                                          <C>
22.   Landlord's Remedies; Damages on Default.

      22.01 Landlord's Remedies .......................................
      22.02 Surrender..................................................
      22.03 Right to Relet ............................................
      22.04 Survival of Covenants .....................................
      22.05 Right to Equitable Relief .................................
      22.06 Right to Self Help; Interest on Overdue Rent ..............
      22.07 Further Remedies ..........................................

23.   Waivers.

      23.01 No Waivers.................................................

24.   Security Deposit.

      24.01 Security Deposit ..........................................

25.   General Provisions.

      25.01 Force Majeure .............................................
      25.02 Notices and Communications ................................
      25.03 Certificates, Estoppel Letter .............................
      25.04 Renewal....................................................
      25.05 Governing Law .............................................
      25.06 Partial Invalidity ........................................
      25.07 Notice of Lease ...........................................
      25.08 Interpretation; Consents ..................................
      25.09 Parties....................................................
      25.10 Waiver of Trial by Jury ...................................

26.   Miscellaneous.

      26.01 Expansion Space ...........................................
      26.02 Exterior Landscaping ......................................
      26.03 Holdover Clause ...........................................
      26.04 Exterior Signage ..........................................

27.   Entire Agreement.

      27.01 Entire Agreement ..........................................
</TABLE>
<PAGE>   15
                                      -15-


                                    ARTICLE 2
                                    PREMISES

2.01 Premises.

      Landlord hereby leases and lets to Tenant, and Tenant hereby takes and
hires from Landlord, upon and subject to the terms, conditions, covenants and
provisions hereof, the Premises subject to the Permitted Exceptions. Landlord
reserves the right to relocate within or without the Premises pipes, ducts,
vents, flues, conduits, wires and appurtenant fixtures which service other parts
of the Building; provided that such work is done in such a manner that it does
not unreasonably interfere with Tenant's use of the Premises.

2.02  Appurtenances.

      Tenant may use the Common Areas and the Land as appurtenant to the
Premises for the purposes for which they were designed.

                                    ARTICLE 3
                                      TERM
3.01  Term Commencement.

      The Lease Term shall commence on the Term Commencement Date.

3.02  Termination.

      The Lease Term shall end on the Lease Termination Date.

                                    ARTICLE 4
                                      RENT

4.01  Basic Rent.

      Tenant shall pay Landlord for the Premises, without offset or deduction
and without previous demand therefor, the Basic Rent as annual rent for each
Lease Year. Basic Rent shall be paid in equal monthly installments in advance on
the first day of each calendar month during the Lease Term. The first
installment of Basic Rent should be paid on the Rent Commencement Date.
Subsequent installments of Basic Rent shall be paid on the first day of every
calendar month thereafter. Basic Rent for partial months at the beginning or end
of the Lease Term shall be pro-rated and paid on the Term Commencement Date and
the first day of the calendar month in which the Lease Termination Date is to
occur. If an Event of Default occurs at any time during the term of this Lease,
as outlined under Article 20 of this Lease, Landlord shall have the option of
retracting any rent abatement, and Tenant shall pay the full abated amount
immediately to Landlord upon demand.
<PAGE>   16
                                      -16-


4.02  Computation of Basic Rent.

      The Basic Rent for each the first five (5) Lease Years shall be stated in
Article 1.01 hereof.

      Basic Rent so determined shall be exclusive of (and in addition to)
amounts due hereunder for Taxes, Operating Expenses and Estimated Cost of
Electrical Service.

4.03  Intentionally Omitted.

                                    ARTICLE 5
                                 USE OF PREMISES

5.01  Use Restricted.

      The Premises may be used for the Permitted Uses and for no other purpose.
No improvements may be made in or to the Premises except as otherwise provided
in this Lease.

                                    ARTICLE 6
       TAXES; OPERATING EXPENSES; ESTIMATED COST OF ELECTRICAL SERVICES

6.01  Expenses and Taxes.

      If with respect to any Calendar Year, Tenant's Share of (a) Operating
Expenses exceeds the Operating Expense Base or (b) Taxes exceeds the Tax Base
(whether as the result of an increase in rate or assessment or both), Tenant
shall pay to Landlord the amount of each such excess. Any amount due with
respect to this Section 6.01 shall be due on the date which is five (5) days
after receipt by the Tenant of the statement described in Section 6.02 hereof.

6.02  Annual Statement of Additional Rent Due.

      Landlord shall render to Tenant a statement, showing (i) for the Calendar
Year so indicated (a) Taxes and (b) Operating Expenses and (ii) for the then
current Calendar Year, and estimate for (a) Operating Expenses (b) Taxes and (c)
Tenant's obligation under Section 6.01.

6.03  Monthly Payments of Additional Rent.

      Tenant shall pay to Landlord in advance for each calendar month as
Additional Rent an amount equal to 1/12th of Tenant's estimated obligation under
Section 6.01 shown thereon. The amount due under this Section 6.03 shall be paid
with Tenant's monthly payments of Basic Rent and shall be credited by Landlord
to Tenant's obligations under Section 6.01. If the total amount paid hereunder
exceeds the amount due under such Section, such excess shall be credited by
Landlord against the monthly installments of Additional Rent next falling due or
shall be refunded to Tenant upon the expiration or termination of this Lease
(unless such expiration or termination is the result of an Event of Default).
<PAGE>   17
                                      -17-


6.04  Accounting Periods.

      Landlord shall have the right from time to time to change the periods of
accounting hereunder to any other annual period than a Calendar Year, and upon
any such change, all items referred to in this Article 6 shall be appropriately
apportioned. In all statements rendered under Section 6.02, amounts for periods
partially within and partially without the accounting periods shall be
appropriately apportioned, and any items which are not determinable at the time
of a statement shall be included therein on the basis of Landlord's estimate and
with respect thereof Landlord shall render promptly after determination a
supplemental statement and appropriate adjustment shall be made according
thereto.

6.05  Abatement of Taxes.

      Landlord may at any time and from time to time make application to the
appropriate Governmental Authority for an abatement of Taxes. Landlord shall
make such an application at any time Tenant's occupying more than 60% of the
Rentable Area of the Building under written Occupancy Arrangements directly with
the Landlord request that Landlord do so. If (i) such an application is
successful and (ii) Tenant has made any payment in respect of Taxes pursuant to
this Article 6 for the period with respect to which the abatement was granted,
Landlord shall (a) deduct from the amount of the abatement all expenses incurred
by it in connection with the application (b) pay to Tenant Tenant's share
(adjusted for any period for which Tenant has made a partial payment) of
abatement, with interest, if any, paid by the Governmental Authority on such
abatement and (c) retain the balance, if any.

6.06  Electric Service; Payment as Additional Rent.

      The Estimated Cost of Electrical Service if applicable, is Landlord's
estimate of the cost (on the date hereof) of lighting the Premises and operating
Tenant's office equipment This estimate is based on information supplied to
Landlord by Tenant and shall be subject to adjustment as hereinafter set forth.
Tenant shall reimburse Landlord for the cost of providing such electrical energy
by paying to Landlord the estimated Cost of Electrical Service. Tenant shall pay
Landlord (without previous demand therefor) such amount in monthly installments
on the same day on which Basic Rent is due. If Tenant (a) connects equipment (i)
other than normal office equipment or (ii) which operates in excess of 120 volts
nominal to the Building Distribution System or (b) operates any such equipment
beyond normal operating hours, the Estimated Cost of Electrical Service shall be
increased by an amount which will reflect the cost to Landlord of the additional
electrical service to be furnished by Landlord. If Landlord and Tenant cannot
agree on the amount of such increase, such amount shall be conclusively
determined by a reputable independent electrical engineer or consulting firm to
be selected by Landlord and paid equally by both parties. All additional risers
or other equipment required for equipment other than normal office equipment or
equipment which operates on 120 volts nominal shall be provided by Landlord, and
the cost thereof shall be paid by Tenant.
<PAGE>   18
                                      -18-


6.07  Change in Rates or Usage.

      The Estimated Cost of Electrical Service is based on current rates for
such service and Landlord's good faith estimate of the usage of electricity by
Tenant If at any time after the date of this Lease, (i) the rates at which
Landlord purchases electrical energy from the public utility supplying
electrical service to the Building, or any charges incurred or Taxes payable by
Landlord in connection therewith shall be increased or decreased or (ii) the
usage by Tenant exceeds Landlord's estimate thereof, the Estimated Cost of
Electrical Service shall be increased or decreased, as the case may be, by an
amount equal to the estimated increase or decrease, as the case may be, in
Landlord's cost of furnishing the electricity referred to above as a result of
such increase or decrease in rates, charges, taxes or usage.

6.08  Late Payment of Rent.

      If any installment of fixed rent or additional rent is not received in
full within five (5) days of its due date then, in addition to any other rights
or remedies of the Landlord, upon demand of Landlord, Tenant shall pay for each
month that rental payments are not timely made, a sum equal to ten percent (10%)
of each unpaid portion of such monthly installment as a liquidated damages
charge arising out of and occurring as the result of each such late payment.

      In the event that Tenant makes three or more late payments of rent during
the Term, Landlord may deem such action to constitute an Event of Default
sufficient to terminate (i) the Lease (ii) any provision for exercise by Tenant
of any option rights under the Lease or (iii) both.

                                    ARTICLE 7
                IMPROVEMENTS, REPAIRS, ADDITIONS, REPLACEMENTS

7.01  Preparation of the Premises.

      Landlord shall perform Landlord's Work as set forth in Exhibit C. p3862Y
All other work must be of a quality equal to or better than the Building
Standard Tenant Finishes. Landlord shall also do the work described in the
Working Drawings. If (i) the cost of such work exceeds Landlord's Contribution
or (ii) Landlord further agrees to do, at Tenant's request, any Special Work,
Tenant shall pay the amount of Tenant's Cost to Landlord.

7.02  Time for Completion.

      Landlord shall use due diligence to have the Premises ready for occupancy
on or before the Estimated Term Commencement Date. Reference is made in Exhibit
"B" for details of the completion process.

7.03  Notice to Commence.

      Approximately fifteen (15) days prior to the Substantial Completion Date,
at Tenant's written request, Landlord shall furnish Tenant a notice stating the
Term Commencement Date.
<PAGE>   19
                                      -19-


7.04  Delays.

      If Landlord shall be delayed in substantially completing the work in the
Premises as the result of:

      (a) delay in delivery to Landlord of any plans, design work and
detailed drawing, or

      (b) Tenant's requests for Special Work. (notwithstanding Landlord's
approval of such changes), or

      (c) delays in performance by Tenant or any Person employed by Tenant which
shall cause delays in the completion of any work to be done by Landlord or which
shall otherwise delay the substantial completion of the Premises, or

      (d) any fault, negligence, omission, or failure to act on the part of
Tenant or its agents, contractors, workmen, mechanics, suppliers or invitees,
the Premises shall be deemed to be substantially completed on (and the Term
Commencement Date shall be) the Estimated Term Commencement Date.

7.05  Tenant's Access to the Premises.

      Tenant and Tenant's agents, at Tenant's sole risk, may, with Landlord's
prior consent, enter the Premises prior to the Term Commencement Date in order
to do such work as may be required to make the Premises ready for Tenant's use
and occupancy thereof. If Landlord permits such entry prior to the Term
Commencement Date, such permission shall be conditioned upon Tenant and Tenant's
agents, contractors, workmen, mechanics, suppliers and invitees, working in
harmony with Landlord and the General Contractor and with other Tenant's and
occupants of the Building. If at any time such entry shall cause or threaten to
cause disharmony or otherwise interfere with the orderly completion of operation
of the Building Landlord shall have the right to withdraw such permission upon
twenty-four (24) hours written notice to Tenant. Any such entry into and
occupation of the Premises shall be deemed to be under all of the terms,
covenants, conditions and provisions of this Lease except the covenant to pay
Rent landlord shall not be liable in any way for any injury, loss or damage
which may occur to any of Tenant's work and installations made in the Premises
or to properties placed therein prior to the Term Commencement Date, the same
being at Tenant's sole risk.

7.06  Alterations and Improvements.

      Tenant shall not make alterations or additions to the Premises except in
accordance with plans and specifications therefore first approved by Landlord.
Tenant shall not hang shades, curtains, signs, awnings or other materials,
attach any materials to or make any change in the appearance of any glass
visible from outside of the Premises, add any window treatments of any kind or
make improvements or install furniture visible from outside of the Premises,
without Landlord's prior written consent Without limitation, Landlord shall not
be deemed unreasonable for withholding approval of any alterations or additions
which would (a) delay completion of the Premises or the Building or (b) require
unusual expense to readapt the Premises to normal office use upon termination of
this Lease or increase (i) the cost of (a) construction or (b) insurance or
<PAGE>   20
                                      -20-


(ii) Taxes. All alterations and additions shall be part of the Premises unless
and until Landlord shall specify the same for removal in a notice delivered to
Tenant on or before the Lease Termination Date. All of Tenant's alterations and
additions and installation of furnishings shall be coordinated with any work
being performed by Landlord and in such manner as to maintain harmonious labor
relations and not to damage the Building or the Premises or interfere with
Building operation and, except for installation of furnishings, shall be
performed by contractors or workman first approved by Landlord. Except for work
done by or through Landlord, Tenant before its work is started shall: secure all
licenses and permits necessary therefor; deliver to Landlord a statement of the
names of all its contractors and subcontractors and the estimated cost of all
labor and material to be furnished by them; and cause each contractor to carry
workmen's compensation insurance in statutory amounts covering all the
contractor's and subcontractor's employees and comprehensive public liability
insurance with limits as Landlord may reasonably require, but in no event less
than $1,000,000.00 and property damage insurance with limits of not less than
$1,000,000.00 and have deductibles of no more this $5,000.00 (all such insurance
to be written in companies approved by Landlord and insuring Landlord and Tenant
as well as the contractors), and to deliver to Landlord certificates of all such
insurance. Tenant agrees to pay promptly when due the entire cost of any work
done in the Premises by Tenant, its agents, employees or independent
contractors, and not to cause or permit any liens therewith to attach to the
Premises and immediately to discharge any such liens which may so attach. All
construction work done by Tenant, its agents, employees or independent
contractors shall be done in a good and workmanlike manner and in compliance
with all Legal Requirements and Insurance Requirements. Landlord shall promptly
give notice to Tenant of any observed defects.

7.07  Maintenance.

      Tenant shall, at all times during the Lease Term, and at its own cost and
expense, (i) keep and maintain (or cause to be kept and maintained) the Premises
in good repair and condition (ordinary wear and tear and damage by fire or
casualty only excepted) and (ii) use all reasonable precaution to prevent waste,
damage or in this thereto.

7.08  Redelivery.

      On the Lease Termination Date, Tenant shall quit and surrender the
Premises free and dear of all Tenant's, occupants, liens, and encumbrances
whatsoever except (i) Permitted Exceptions and (ii) encumbrances, restrictions
or reservations caused by or consented to by Landlord. Tenant shall, subject to
the provisions of Articles 17 and 18 hereof, surrender the Premises to Landlord
broom clean and in good condition and repair (ordinary wear and tear, damage by
fire or casualty only excepted) with all damages occasioned by Tenant's removal
of Tenant's fixtures or equipment repaired at Tenant's cost to Landlord's
satisfaction.
<PAGE>   21
                                      -21-


                                    ARTICLE 8
                                BUILDING SERVICES

8.01  Building Services.

      Landlord shall furnish, or cause to be furnished, during the Lease Term
the Basic Services.

8.02  Other Janitors.

      No persons shall be employed by Tenant to do janitorial work in the
Premises and no persons other than the janitors of the Building shall clean the
Premises unless Landlord shall give its written consent thereto. Any person
employed by Tenant with Landlord's consent to do janitorial work shall, while in
the Building either inside or outside the Premises, be subject to and under the
control and direction of the superintendent of the Building (but not as agent or
servant of said superintendent or of Landlord).

8.03  Additional Services.

      Tenant will pay the Landlord a reasonable charge for any extra cleaning of
the Premises required because of the carelessness or indifference of Tenant and
for any Additional Services rendered at the request of Tenant. If the cost of
cleaning the Premises shall be increased due to the installation in the
Premises, at Tenant's request, of any unique or special materials, finish or
equipment, Tenant shall pay the Landlord an amount equal to such increase in
cost All charges for Additional Services shall be due and payable within ten
(10) days of the date on which they are billed.

8.04  Limitations on Landlord's Liability.

      Landlord shall not be liable in damages, not in default hereunder, for any
failure or delay in furnishing any Basic Service or Additional Service when such
failure or delay is occasioned by Force Majeure or by the act or Default of
Tenant No such failure or delay shall be held or pleaded as eviction or
disturbance in any manner whatsoever of Tenant's possession or give Tenant any
right to terminate this Lease or give rise to any claim for set-off of any
abatement of Rent or of any of Tenant's obligations under this Lease.

8.05  Electric Service.

      Subject to Section 6.06 Landlord shall furnish electrical energy required
for lighting the Premises and operating Tenant's office equipment used in the
Premises, provided, however, Landlord may, at any time, elect to discontinue the
furnishing of electrical energy. In the event of any such election by Landlord:
(1) Landlord shall give reasonable advance notice of any such discontinuance to
Tenant; (2) Landlord shall permit Tenant to receive electrical service directly
from the public utility supplying service to the Building and to use (in common
with others) the existing feeders, risers, wiring and other electrical
facilities serving the Premises for such purpose to the extent they are suitable
and safely capable; (3) Landlord shall pay such charges and costs, if any, as
such public utility may impose in connection with the installation of Tenant's
<PAGE>   22
                                      -22-


meters and pay for such other installations as such public utility may require,
as a condition to providing comparable electrical service to Tenant, (4)
Tenant's obligations under Section 6.06 shall end; and (5) Tenant shall
thereafter pay, directly to the utility furnishing the same, all charges for
electrical services to the Premises promptly when due.

                                    ARTICLE 9
                          TENANT'S PARTICULAR COVENANTS

9.01 Pay this Rent.

      Tenant shall pay when due all Rent and all charges for utility services
rendered to the Premises not included in Rent and, as further Additional Rent,
all charges of Landlord for Additional Services.

9.02  Occupancy of the Premises.

      Tenant shall occupy the Premises continuously from the Term Commencement
Date for the Permitted Uses only. Tenant shall not (i) injure or deface the
Premises or the Building (ii) install any sign in or on any window, demising
wall or Common Area, (iii) permit in the Premises any flammable fluids or
chemicals not reasonably related to the Permitted Uses nor (iv) permit nuisance
or any use thereof which is improper, offensive, contrary to any Legal
Requirement or Insurance Requirement or liable to render any alteration or
addition to the Building.

9.03  Safety.

      Tenant shall keep the Premises equipped with all safety appliances
required by Legal Requirements or Insurance Requirements because of any use made
by Tenant. Tenant shall procure all Authorizations so required because of such
use and, if requested by Landlord, this do any work so required because of such
use, it being understood that the foregoing provision shall not be construed to
broaden in any way the Permitted Uses.

 9.04 Equipment.

      Tenant shall not place a load upon the floor of the Premises exceeding the
live load for which the floor has been designed; and shall not move any safe or
other heavy equipment in, about or out of the Premises except in such a manner
and at such a time as Landlord shall in each instance authorize. Tenant shall
isolate and maintain all of Tenant's business machines and mechanical equipment
which cause or may cause air-borne or structure-born vibration or noise, whether
or not it may be transmitted to my other Premises so as to eliminate such
vibration or noise.

9.05  Electrical Equipment

      Tenant shall not, without prior written notice to Landlord in each
instance (i) connect to the Building electric distribution system anything other
this normal office equipment or (ii) operate such equipment on a regular basis
beyond normal Building operating hours. Tenant's
<PAGE>   23
                                      -23-


use of electrical energy in the Premises shall not at any time exceed the
capacity of any of the electrical conductors or equipment in or otherwise
serving the Premises. Tenant shall not, without prior written notice to Landlord
in each instance, connect to the Building electric distribution system any
fixtures, appliances or equipment which operate on a voltage in excess of 120
volts nominal or make any alteration or addition to the electric system of the
Premises.

9.06  Pay Taxes.

      Tenant shall pay promptly when due all Taxes upon personal property
(including without limitation, fixtures and equipment) in the Premises to
whomsoever assessed.

9.07  Tenant's Covenants.

      Tenant will not vacate, abandon or desert the Premises or cause the
Premises to be empty or unoccupied.

                                   ARTICLE 10
                        REQUIREMENTS OF PUBLIC AUTHORITY

10.01 Legal Requirements.

      Tenant shall, at its own cost and expense, promptly observe and comply
with all Legal Requirements. Tenant shall pay all costs, expenses, liabilities,
losses, damages, fines, penalties, claims and demands, that may in any manner
arise out of or be imposed because of the failure of Tenant to comply with the
covenants of this Article 10.

10.02 Contests.

      Tenant shall have the right to contest by appropriate legal proceedings
diligently conducted in good faith, in the name of the Tenant, or Landlord (if
legally required), or both (if legally required), without cost, expense,
liability or damage to Landlord, the validity or application of any Legal
Requirement and, if compliance with any of the terms of any such Legal
Requirement may legally be delayed pending the prosecution of any such
proceeding, Tenant may delay such compliance therewith until the final
determination of such proceedings

                                   ARTICLE 11
                             COVENANT AGAINST LIENS

11.01 Mechanics Liens.

      Landlord's right, title and interest in the Premises or the Land or the
Building shall not be subject to or liable for liens of mechanics or materialmen
for work done on behalf of Tenant in connection with improvements to the
Premises. Notwithstanding such restriction, if because of any act or omission of
Tenant, any mechanic's hen or other lien, charge or order for payment of money
shall be filed against any portion of the Premises or the Land or the Building
Tenant shall, at its own cost and expense, cause the same to be discharged of
record or bonded within thirty (30) days after the filing thereof.
<PAGE>   24
                                      -24-


11.02 Right to Discharge.

      Without otherwise limiting any other remedy of Landlord for default
hereunder, if Tenant shall fail to cause such liens to be discharged of record
or bonded within the aforesaid this (30) day period or to satisfy such lien
within (30) days after any judgement in favor of such lien holders from which no
further appeal might be taken then Landlord shall have the right to cause the
same to be discharged. All amounts paid by Landlord to cause such liens to be
discharged shall constitute Additional Rent.

                                   ARTICLE 12
                               ACCESS TO PREMISES

12.01 Access.

      Landlord or Landlord's agents and designers shall have the right, but not
the obligation, to enter upon the Premises at all reasonable times during
ordinary business hours to examine same and to exhibit the Premises to
prospective purchasers and Tenant's, but in the latter case only during the last
six (6) months of the Lease Term.

                                   ARTICLE 13
              ASSIGNMENT AND SUBLETTING: OCCUPANCY ARRANGEMENTS

13.01 Subletting and Assignment.

      Tenant shall not (either voluntarily or by operation of law) enter into a
Prohibited Occupancy Arrangement, and any Prohibited Occupancy Arrangement shall
be absolutely void and ineffective for any purpose. Tenant shall not enter into
any other Occupancy Arrangement, either voluntarily or by operation of law,
(other than with a Person who is Affiliate of Tenant for a period ending when,
as and If such Person ceases to be Affiliate of Tenant) without the prior
written consent of Landlord.

      If Tenant intends to enter into a Occupancy Arrangement which requires
Landlord's consent, Tenant shall so notify Landlord in writing stating the name
of (and a financial statement with respect to) the Person whom Tenant intends to
enter into such Arrangement, the exact terms of the Arrangement and a precise
description of the portion of the Premises intended to be subject thereto.
Within thirty (30) days of receipt of such writing Landlord shall either (i)
consent to such Occupancy Arrangement or (ii) terminate this Lease with respect
to so much of the Premises as is intended to be subject thereto.

      If the Landlord consents to such Occupancy Arrangement, Tenant shall (i)
enter into such Arrangement on the exact terms described to Landlord within
fourteen (14) days of Landlord's consent or comply again with their terms of
this Section and (ii) remain liable for the payment and performance of the terms
and covenants of this Lease. If Tenant enters into such an Arrangement, Tenant
shall pay to Landlord when received the excess, if any, of amounts received in
respect of such Occupancy Arrangement over the Rent.
<PAGE>   25
                                      -25-


      If Landlord terminates this Lease, all Rent due shall be adjusted as of
the day the Premises (or portion thereof) are redelivered to Landlord. Any
portion of the Premises so redelivered shall be in the condition specified in
Section 7.08 hereof.

                                   ARTICLE 14
                                    INDEMNITY

14.01 Tenant's Indemnity.

      To the fullest extent permitted by law, Tenant shall indemnify and save
Landlord harmless from and against any and all liability, damage, penalties or
judgements and from and against any claims, actions, proceedings and expenses
and costs in connection therewith, including reasonable counsel fees arising
from injury to person or property sustained by anyone in and about the leased
premises, by any act or omission of Tenant, or Tenant's officers, agents,
servants, employees, contractors, sublessees or invitees. Tenant shall, at is
own cost and expense, defend any and all suits or actions just or unjust) in
which Landlord may be impleaded with others upon any above mentioned matter,
claim or claims, except as may result from the acts as set forth in Section
14.02. All merchandise, furniture, fixtures and property of every kind, nature
and description of Tenant or Tenant's employees, agents, contractors, invitees,
visitors, or guests which may be in or upon the Premises, the Land or the
Building during the Lease Term shall be at the sole risk and hazard of Tenant,
and that if the whole or any part thereof shall be damage, whatsoever, other
this by the gross negligence or willful default of Landlord, no part of said
damage or loss shall be charged to or borne by Landlord.

14.02 Landlord's Liability.

      Except for its intentional acts or gross negligence or the intentional
acts or gross negligence of its officers, agents, servants, employees or
contractors, Landlord shall not be responsible or liable for any damage or
injury to any property, fixtures, buildings or improvements, or to any person or
persons, at any time in the Premises, including any damage or injury to Tenant
or to any of Tenant's officers, agents, servants, employees, Contractors,
invitees, customers or sublessee.

                                   ARTICLE 15
                                    INSURANCE

15.01 Liability Insurance.

      Tenant shall provide or cause to be provided at its expense, and keep in
force during the Lease Term, general comprehensive liability insurance in a good
and solvent insurance company or companies licensed to do business in the
Commonwealth of Massachusetts, selected by Tenant, and reasonably satisfactory
to Landlord, and in an amount reasonably required by Landlord but in any event
not less than One Million Dollars ($1,000,000.00) with respect to injury or
death to any one person and One Million Dollars ($1,000,000.) with respect to
injury or death to more than one person in any one accident or other occurrence
and One Million Dollars ($1,000,000.00) with respect to damages to property.
Such policy or policies shall include
<PAGE>   26
                                      -26-


Landlord as an additional insured and have deductibles of no more than
$5,000.00. Tenant agrees to deliver certificates of such insurance to Landlord
as of the date hereof and thereafter not less than ten (10) days prior to the
expiration of any such policy. Such insurance shall not be cancelable without
this (30) days' written notice to Landlord.

15.02 Casualty Insurance.

      Tenant shall cause its improvements to the Premises to be insured for the
benefit of Landlord and Tenant as their respective interests may appear, against
loss or damage by fire and customary extended coverage in an amount equal to (i)
the replacement value thereof, if insurance in such amount is available, or (ii)
the amount necessary to avoid the effect of coinsurance provisions of the
applicable policies. Certificates thereof shall be delivered to Landlord,
Landlord shall, at Tenant's cost and expense, cooperate fully with Tenant and
execute any and all consents and other instruments and take all other actions
necessary to obtain the largest possible recovery. Landlord shall not carry any
insurance concurrent in coverage and contributing in the event of loss with any
insurance required to be furnished by Tenant hereunder If the effect of such
separate insurance would be to reduce the protection or the payment to be made
under Tenant's insurance.

                                   ARTICLE 16
                              WAIVER OF SUBROGATION

16.01 Waiver of Subrogation.

      An insurance policies carried by either party covering the Premises,
including but not limited to contents, fire and casualty insurance, shall
expressly waive any right on the part of the insurer to make any claim against
the other party. The parties hereto agree that their policies will include such
waiver clause or endorsement.

16.02 Waiver of Rights.

      Landlord and Tenant each hereby waive all claims, causes of action and
rights of recovery against the other and their respective partners, agents,
officers and employees, for any damage to or destruction of persons, property or
business which shall occur on or about the Premises and shall result from any of
the perils insured under any and all policies of insurance maintained by
Landlord and Tenant, regardless of cause, including the negligence and
intentional wrong doing of either party and their respective agents, officers
and employees but only to the extent of recovery, if any under such policy or
policies of insurance; provided however, that this waiver shall be invalidated
by reason of this waiver.

                                   ARTICLE 17
                              DAMAGE OF DESTRUCTION

17.01 Substantial Damage.

      If the Building or any part thereof shall be damaged by fire or other
casualty to the extent that substantial alteration or reconstruction of the
Building shall, in Landlord's reasonable
<PAGE>   27
                                      -27-


opinion, be required (whether or not the Premises shall have been damaged) or if
as payable be used to retire the mortgage debt, Landlord may, at its option,
terminate this Lease by notifying Tenant in writing of such termination within
sixty (60) days after the date of such damage. If this Lease is so terminated,
Rent shall be abated as of the date of such damage.

17.02 Restoration.

      If Landlord does not terminate this Lease pursuant to Section 17.01,
Landlord shall, within seventy-five (75) days after receipt by Landlord of the
Proceeds payable in respect of such fire or other casualty, proceed with
reasonable diligence to repair and restore the Building (subject to Force
Majeure) to substantially the same condition in which it was immediately prior
to the occurrence of the casualty to the extent of Landlord's Work and the value
of Landlord's Contribution. Landlord shall not be required to rebuild, repair,
or replace any part of Tenant's furniture, furnishings or fixtures or equipment
Landlord shall not be liable for any inconvenience or annoyance to Tenant or to
the business of Tenant resulting in any way from such damage or the repair
thereof, except that, Landlord shall allow Tenant a fair diminution of Rent
during the time and to the extent the Premises are unfit for occupancy.

                                   ARTICLE 18
                                 EMINENT DOMAIN

18.01 Total Taking.

      If the Premises or the Building should be the subject of a Total Taking,
then this Lease shall terminate as of the date when physical possession of the
Building or the Premises is taken by the condemning authority.

18.02       Partial Taking.

      If there occurs a Partial Taking Landlord (whether or not the Premises are
affected thereby) may terminate this Lease by giving written notice thereof to
Tenant within sixty (60) days after the right of election accrues, in which
event this Lease shall terminate as of the date the Building or Premises is
taken by the condemning authority. If upon such Partial Taking this Lease is not
terminated, Rent shall be abated by an amount representing that part of the Rent
properly be allocable to the portion of the Premises so taken and Landlord
shall, at Landlord's sole expense, restore and reconstruct the Building and the
Premises to substantially their former condition to the extent that the same, in
Landlord's judgement, may be feasible, but such work shall not exceed the scope
of Landlord's Work and the value of Landlord's Contribution. The Landlord shall
have no liability for interruption of Tenant's business.

18.03.      Awards and Proceeds.

      All Proceeds payable in respect of Taking shall be the property of
Landlord. Tenant hereby assigns to Landlord all rights of Tenant in or to such
Proceeds, provided that Tenant shall be entitled to separately petition the
condemning authority for a separate award for its moving expenses and trade
fixtures out only if such a separate award will not diminish the amount of
Proceeds payable to Landlord.
<PAGE>   28
                                      -28-


                                   ARTICLE 19
                                 QUIET ENJOYMENT

19.01 Landlord's Covenant.

      Provided that an Event of Default has not occurred and is not then
continuing, Tenant shall, subject to the Permitted Exceptions, quietly have and
enjoy the Premises during the Lease Term, without hindrance or molestation from
any Person lawfully claiming by, through or under Landlord.

19.02 Subordination.

      This Lease is and shall be subject and subordinate to any mortgage now or
hereafter on the Building and to each advance made or hereafter to be made under
any mortgage, and to all renewals, modifications, consolidations, replacements
and extensions thereof and all substitutions therefore. This Section 19.02 shall
be self-operative and no further instrument of subordination shall be required.
In confirmation of such subordination, Tenant shall execute and deliver promptly
any certificate that Landlord or any mortgagee may request In the event that any
mortgagee shall succeed to the interest of Landlord then this Lease shall
terminate, or, at the option of such mortgagee, this Lease shall nevertheless
continue m full force and effect and Tenant shall and does hereby agree to
attorn to such mortgagee and to recognize such mortgagee as its Landlord.

19.03 Notice to Mortgagee.

      No act or failure to act on the part of Landlord which would entitle
Tenant under the terms of this Lease, or by law, to be relieved of Tenant's
obligations hereunder or to terminate this Lease, shall result in a release or
termination or such obligations or a termination of this Lease unless (i) Tenant
shall have first given written notice of Landlord's act or failure to act to
Landlord's mortgagees of record, if any, specifying the act or failure to act on
the part of Landlord which could or would give basis to Tenant's rights; and
(ii) such mortgagees,. after receipt of such notice, have had the opportunity to
cure such default within a reasonable time thereafter; but nothing contained in
this Section 19.03 shall be deemed to impose any obligation on any such
mortgagees to correct or cure any such condition. "Reasonable time" as used
above shall mean a period of not less than thirty (30) Business Days and shall
include (but not be limited to) a reasonable time to obtain possession of the
Building if the mortgagee elects to do so and a reasonable time to correct or
cure the condition if such condition is determined to exist.

19.04 Other Provisions Regarding Mortgagees.

      If this Lease or the Rent due hereunder is assigned to a mortgagee as
collateral security for a loan, no such mortgagee shall be deemed to have
assumed any of Landlord's obligations hereunder solely as a result of said
assignment A mortgagee to whom this Lease has been so assigned shall be deemed
to have assumed such obligations only if (i) by the terms of the instrument of
assignment such mortgagee specifically elects to assume such obligations or (ii)
such mortgagee has (a) foreclosed its mortgage, (b) accepted a deed in lieu
thereof, or (c) taken
<PAGE>   29
                                      -29-


possession of the Premises by entry or otherwise. Even if such mortgagee assumes
the obligations of Landlord hereunder, (i) any such obligation under Section
24.01 to return the Security Deposit to the Tenant shall be limited to the
amount actually received by the mortgagee with respect thereto, and (ii) such
mortgagee will be liable for breaches of any Landlord's obligations hereunder
only to the extent such breaches occur during the period of ownership by the
mortgagee after foreclosure (or any conveyance by a deed in lieu thereof, all as
set forth in Section 25.10. hereof. Tenant may from time to time, at mortgagees
request, be required to provide mortgagee with certain financial information
pertaining to the Tenant as mortgagee may reasonably request.

                                   ARTICLE 20
                           DEFAULTS; EVENTS OF DEFAULT

20.01 Defaults.

      The following shall, If any requirement for notice or lapse of time or
both has not been met, constitute Defaults, and, if such requirements for notice
or lapse of time have been met, constitute Events of Default hereunder:

1.    Occurrence of any event set forth in Article 21 hereof;

2.    The failure of Tenant to pay Rent when the same shall be due and payable
      and the continuance of such failure for a period of ten (10) days after
      receipt by Tenant of notice in writing from Landlord specifying such
      failure;

3.    The failure of Tenant to observe any covenant made by it in Sections
      13.01, 15.01 and 25.03 hereof and;

4.    The failure of Tenant to keep, observe or perform any of the other
      covenants, conditions and agreements herein contained on Tenant's part to
      be kept, observed or performed and the continuance of such failure without
      the curing of same for a period of twenty (20) days after receipt by
      Tenant of notice in writing from Landlord specifying in reasonable detail
      the nature of such failure.

20.02 Tenant's Best Efforts.

      In the event that the Default of which Landlord gives notice is of such a
nature that it cannot be cured within such twenty (20) day period, then such
Default shall not be deemed to be an Event of Default so long as Tenant, after
receiving such notice, proceeds to cure the Default as soon as reasonably
possible and continues to take all steps necessary to complete the same within a
period of time which, under all prevailing circumstances, shall be reasonable.
No Default shall be deemed to be an Event of Default if and so long as Tenant
shall be so proceeding to cure the same in good faith or be delayed in or
prevented from curing the same by reason of Force Majeure.
<PAGE>   30
                                      -30-


20.03 Elimination of Default.

      Notwithstanding anything to the contrary contained in this Article 20, in
the event that hereinabove provided, such Default's) shall be deemed never to
have occurred and Tenant's rights hereunder shall continue unaffected by such
Defaults.

20.04 Tenant's Default - Rent Abatement Cancellation.

      If an Event of Default occurs at any time during the term of this Lease,
Landlord shall have the option of retracting the full rent abatement and Tenant
shall pay the full abated amount immediately to Landlord upon demand.

                                   ARTICLE 21
                                   INSOLVENCY

21.01 Insolvency.

      If (1) there occurs with respect to Tenant an Insolvency or (2) any
execution or attachment is issued against Tenant or any of its property and as a
result thereof the Premises are taken or occupied by some Person other than the
Tenant, except as may herein be permitted, then an Event of Default hereunder
shall be deemed to have occurred so that the provisions of Article 22 hereof
shall become effective and Landlord shall have the rights and remedies provided
for therein.

                                   ARTICLE 22
                   LANDLORD'S REMEDIES; DAMAGES ON DEFAULT

22.01 Landlord's Remedies.

      If an Event of Default shall occur and be continuing, Landlord may, at its
option, give to Tenant a notice terminating this Lease upon a date specified in
such notice, which date shall be not less than three (3) Business Days after the
date of receipt by Tenant of such notice from Landlord, and upon the date
specified in said notice, the term and estate hereby vested in Tenant shall
cease and any and all other right, title and interest of Tenant hereunder shall
likewise cease without further notice or lapse of time, as fully and with like
effect as if the entire Lease Term had elapsed, but Tenant shall continue to be
liable to Landlord as hereinafter provided.

      If such Event of Default results from Tenant's failure to pay Tenant's
Cost as required by Section 7.01 hereof and the Work Letter, Landlord may, at
its option, in addition to or in lieu of the other remedies available to
Landlord, refuse Tenant access to the Premises. In such event the Term
Commencement Date shall be the earlier of (i) the date determined in accordance
with Section 7.04 or (ii) the Substantial Completion Date.

      If such Event of Default results from Tenant's failure to pay a charge for
an Additional Service pursuant to Section 8.03 hereof, Landlord may, without
further notice to Tenant, discontinue any or all of such Additional Services.
<PAGE>   31
                                      -31-


      If an Event of Default shall occur and be continuing Landlord shall be
relieved of its undertakings under Article 13 hereof.

22.02 Surrender.

      Upon any termination of this Lease as the result of an Event of Default,
Tenant shall quit and peacefully surrender the Premises to Landlord, upon or at
any time after any such termination, Landlord may without further notice enter
the Premises and possess itself thereof by summary proceedings or otherwise, any
may dispossess Tenant and remove Tenant and all other Persons and property from
the Persons and may have, hold and enjoy the Premises and the right. to receive
all rental income of and from the same.

22.03 Right to Relet.

      At any time from time to time after any such termination, Landlord may
relet the Premises or any part thereof, in the name of Landlord or otherwise,
for such terms or terms (which may be greater or less this the period which
would otherwise have constituted the balance of the Lease Term) and on such
conditions (which may include concessions or free rent) as Landlord, in its
reasonable discretion, may determine and may collect and receive the rents
therefor. Landlord shall in no way be responsible or liable for any failure to
relet the Premises or any part thereof, or for any failure to correct any rent
due upon any such reletting.

22.04 Survival of Covenants.

      No such termination of this 1XLease shall relieve Tenant of its liability
and obligations under this Lease and such liability and obligations shall
survive any such termination. Tenant shall indemnify and hold Landlord harmless
from all loss, cost, expense, damage or liability arising out or in connection
with such termination.

      In the event of any such termination, Tenant shall pay to the Landlord the
Rent up to the date of such termination. Tenant shall also pay to Landlord, on
demand, as and for liquidated and agreed damages for Tenant's Default, the
difference between

      (1) the aggregate Rent which would have been payable under this Lease by
Tenant from the date of such termination until the Stated Expiration Date, less

      (2) the fair and reasonable rental value of the Premises for the same
period, excluding all of Landlord's reasonable estimate of expenses to be
incurred in connection with reletting the Premises, including, without
limitation all repossess costs, brokerage commission, legal expenses, reasonable
attorney's fees, alteration costs, and expenses of preparation for such
reletting.

      If the Premises or any part thereof are relet by the Landlord before
presentation of proof of such liquidated damages to any court, commission or
tribunal, the amount of rent reserved upon such reletting shall be, prima facie,
the fair and reasonable rental value for the part or the whole of the Premises
so relet during the term of the reletting.

<PAGE>   32
                                      -32-

      Nothing herein contained shall limit or prejudice the right of the
Landlord to prove and obtain as liquidated damages by reason of such
termination, an amount equal to the maximum allowed by any statute of rule of
law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amount of the difference referred to above.

22.05 Right to Equitable Relief.

      If there shall occur a Default or threatened Default, Landlord shall be
entitled to enjoin such Default or threatened Default and shall have the right
to invoke any right and 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.

22.06 Right to Self Help; Interest on Overdue Rent.

      If an Event of Default shall occur and be continuing, Landlord shall have
the right, but shall not be obligated, to enter upon the Premises and to perform
such obligation notwithstanding the fact that no specific provision for such
substituted performance by Landlord is made in this Lease with respect to such
Default In performing such obligation, Landlord may make any payment of money or
perform any other act The aggregate of (i) all sums so paid by Landlord, (ii)
interest (at the rate of 1 1/2% per month or the highest rate permitted by law,
whichever is less) on such sum plus all Rent not paid when due and (iii) all
necessary incidental costs and expenses in connection with the performance of
any such act by Landlord, shall be deemed to be Rent under this Lease and shall
be payable to Landlord immediately upon demand. Landlord may exercise the
foregoing rights without waiving any other of its rights or releasing Tenant
from any of its obligations under this Lease.

22.07 Further Remedies.

      Upon any termination of this Lease pursuant to Section 22.01, or at any
time thereafter, Landlord may, in addition to and without prejudice to any other
rights and remedies Landlord shall have at law or in equity, re-enter the
Premises, and recover possession thereof and may dispossess any or all occupants
of the Premises in the manner prescribed by the statute relating to summary
proceedings, or similar statute(s); but Tenant in such case shall remain liable
to Landlord as hereinbefore provided.

                                   ARTICLE 23
                                     WAIVERS

23.01 No Waivers.

      Failure of Landlord to complain of any act or omission on the part of
Tenant no matter how long the same may continue, shall not be deemed to be a
waiver by said Landlord of any of its rights hereunder. No waiver by any
provision of Lease shall be deemed a waiver of a breach of the same or any other
provision. No acceptance by Landlord of any partial payment shall constitute an
accord or satisfaction but shall only be deemed A partial payment on account
<PAGE>   33
                                      -33-


                                   ARTICLE 24
                                SECURITY DEPOSIT

24.01 Security Deposit.

      Tenant has deposited the Security Deposit with Landlord. Landlord shall
hold the Security Deposit as security for the full and fair payment or
performance by Tenant of its obligations under this Lease and not as a
prepayment of Rent Landlord may commingle the Security Deposit with other funds
of Landlord but shall not be liable to Tenant for the payment of interest
thereon or profits therefrom. Landlord may expend such amounts from the Security
Deposit, including legal fees, as may be necessary to cure any Default and, in
such case, Tenant shall pay to landlord the amount so expended, on demand.
Landlord may assign the Security Deposit to any subsequent owner of the Building
and thereafter Landlord shall have no further liability to Tenant with respect
thereto. As soon as reasonably practicable after the Lease Termination Date,
Landlord shall (i) inspect the Premises, (ii) make such payments from the
Security Deposit as may be required to cure any outstanding Events of Default
hereunder and (iii) if no Event of Default is then continuing, pay the balance
of the Security Deposit to T

                                   ARTICLE 25
                               GENERAL PROVISIONS

25.01 Force Majeure.

      In the event that Landlord or Tenant shall be delayed, hindered in or
prevented from the performance of any act required hereunder by reason of Force
Majeure, then performance of such act shall be excused for the period of the
delay and the period for the performance of any such act shall be extended for a
period equivalent to the period of such delay.

25.02 Notices and Communications.

      All notices, demands, requests and other communications provided for or
permitted under Lease shall be in writing, either delivered by hand or sent by
certified mail, postage prepaid, to the following address:

      (a)     if to Landlord at the address stated in Section 1.01 hereof, or at
              such other address as the Landlord shall have designated in
              writing to the Tenant, with a copy to such Persons as Landlord
              shall have designated in writing to Tenant, or

      (b)     if to Tenant at the address stated in Section 1.01 hereof, or at
              such other address as the Tenant shall have designated in writing
              to the Landlord, with a copy to such Persons as Tenant shall have
              designated in writing to Landlord.

      Any notice provided for herein shall become effective only upon and at the
time of receipt by the Person to whom it is given, unless such notice is mailed
by first-class registered or
<PAGE>   34
                                      -34-


certified mail, in which case it shall be deemed to be received on (i) the third
Business Day following the mailing thereof or (ii) the day of its receipt, if a
Business Day, or the next succeeding Business Day, whichever of (i) or (ii)
shall be the earlier.

25.03 Certificates, Estoppel Letter.

      Either party shall, without charge, at any time and from time to time
hereafter, within ten (10) days after written request of the other, certify by
written instrument duly executed and acknowledged to any mortgagee or purchaser,
or proposed mortgagee or proposed purchaser, or any Person specified in such
request; (a) as to whether this Lease has been supplemented or amended, and if
so, the substance and manner of such supplement or amendment, (b) as to the
validity and force constituted, (c) as to the existence of any Default or Event
of Default, (d) as to the existence of any offsets, counterclaims or defenses
thereto on the part of such other party, (e) as to the Term Commencement Date
and Stated Expiration Date, and (f) as to any other matters as may reasonably be
so requested. Any such certificate may be relied upon by the party requesting it
and any other Person to whom the same may be exhibited or delivered, and the
contents of such certificate shall be binding on the party executing same.

      Tenant shall in addition, within 5 Business Days of the Term Commencement
Date, execute and deliver to Landlord a tenant estoppel letter substantially in
the form attached hereto as Exhibit 1.

25.04 Renewal.

      If this Lease is renewed or extended the provisions of Sections 7.01,
7.02, 7.03, 7.04, and 7.05 of Article 7 hereof shall not apply.

25.05 Governing Law.

     This Lease and the performance thereof shall be governed, interpreted,
construed and regulated by the laws of the Commonwealth of Massachusetts.

25.06 Partial Invalidity.

     If any term, covenant, condition or provision of this Lease or the
application thereof to any person or circumstance shall, at any time or 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 is held invalid or unenforceable, shall not be affected
thereby, and each term, covenant, condition and provision of this Lease shall be
valid and be enforced to the fullest extent permitted by law.

25.07 Notice of Lease.

     The parties will at any time, at the request of either one, promptly
execute duplicate originals of an instrument, in recordable form, which will
constitute a Notice of Lease, setting
<PAGE>   35
                                      -35-


forth a description of the Premises, the Lease Term and any other portions
thereof, excepting the rental provisions, as either party may request Cost of
review and recording to be borne by Tenant.

25.08 Interpretation; Consents.

     The section headings used herein are for reference and convenience only,
and shall not enter into the interpretation hereof. This Lease may be executed
in several counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument The term "Landlord" whenever used
herein, shall mean only the owner at the time of Landlord's interest here and
shall upon any sale or assignment (other than as collateral security for a loan)
of the interest of Landlord herein, its respective successors in interest and/or
assigns shall, during the term of ownership of its respective estates herein, be
deemed to be Landlord and the liability of Landlord, if any, hereunder shall in
any event be limited to the Landlord's interest in the Building.

      Subjects to the provisions of the third sentence of Section 7.06 and
except for the consents of Landlord required pursuant to the second sentence of
Section 7.06 and Article 13 hereof, consents or approvals required or requested
of either Landlord or Tenant shall not be unreasonably withheld or delayed.

25.09 Parties.

     Except as herein otherwise expressly provided, the covenants, conditions
and agreements contained in this Lease shall be binding upon the heirs,
successors and assigns of the parties hereto.

25.10 Waiver of Trial by Jury.

      Landlord and Tenant do hereby waive trial by jury in any action,
proceeding or counterclaim brought by either against the other upon any matters
whatsoever arising out of or in any way connected with this Lease, Tenant's use
or occupancy of the Premises and/or claim of injury or damage.

                                   ARTICLE 26
                                  MISCELLANEOUS

26.01 Expansion Space.

      Landlord shall use its best efforts to provide Tenant with expansion space
in the facility or one in the local area at the request of Tenant
<PAGE>   36
                                      -36-


26.02 Exterior Landscaping.

      Landlord shall use its best efforts to landscape the entrance to suite 150
and parking area prior to Tenant's rent commencement date. Landlord shall
landscape twenty (20) feet from the front of Tenant's main entrance using its
own design criteria.

26.03 Holdover Clause.

      In the event Tenant fails to vacate the Premises by the Lease Termination
Date, Tenant hereby agrees to pay Landlord two (2) times the monthly rental
rate. The "Holdover Rental Rate" shall be paid monthly in advance to Landlord.
In determining the "Holdover Rental Rate" Landlord shall charge two (2) the
gross monthly for the last full calendar month under the lease.

26.04 Exterior Signage.

      Landlord shall supply and install exterior directories in the parking lot
indicating Tenant entrance locations.

                                   ARTICLE 27
                                ENTIRE AGREEMENT

27.01 Entire Agreement.

      No oral statement or prior written matter shall have any force or effect.
This Agreement shall not be modified or canceled except by written subscribed to
all parties.

      No Representations, inducement, promises or agreements, oral or otherwise,
between Landlord and Tenant or any of their respective brokers, employees or
agents, not embodied herein, shall be of any force or effect.

Executed as a sealed instrument as of the _________day of _____________ 1997.


201 Forest Street Realty Trust            Synchronicity, Inc.


By:_________________________________      By   ________________________________
   David P. Depietri                           Eugene Connolly
Its:  Trustee                             Its: Vice President of Operations
<PAGE>   37
                                      -37-


                                      INDEX
                                    EXHIBITS

Exhibit B:       PLAN SHOWING TENANT'S SPACE

Exhibit C:       SERVICES BY LANDLORD

Exhibit D:       RULES AND REGULATIONS
<PAGE>   38
                                      -38-


                                    EXHIBIT B
                          (PLAN SHOWING TENANTS SPACE)
<PAGE>   39
                                      -39-


                                    EXHIBIT C

                       SERVICES TO BE PROVIDED BY LANDLORD
                             (AS OPERATING EXPENSES)

A.    Replacement of fluorescent tubes and starters in overhead parabolic light
      fixtures as needed.

B.    Hot and cold water for lavatory and drinking purposes.

C.    Toilet supplies including soap, paper or cloth towels, and toilet tissue
      for lavatories.

D.    Janitor services in accordance with the following schedule and to be
      accomplished unless otherwise indicated, five nights per week after
      Tenants normal working hours:

Entrance Doors:   Entrance glass will be cleaned five times per week.

Entrance Floor:   Entrance floor will be polished five times per week.

Broadloom:        All carpeted areas will be vacuumed three times per week.
                  Broadloom will be shampooed upon request, at an additional
                  cost to Tenant.

Wastepaper
Containers:       Wastepaper containers will be emptied five times per week;
                  plastic liner bags will be provided for wastepaper
                  containers; liners will be changed once a week.

Water Fountains:  All water fountains will be sanitized and polished five
                  times per week.

Washrooms:        Washrooms will be cleaned and serviced five times per
                  week.  This will include refilling all paper towel, toilet
                  tissue, and soap dispensers, cleaning all towel and trash
                  containers, cleaning and polishing all stainless steel
                  fixtures, cleaning toilets, washing and sanitizing all wash
                  basins and shelves, cleaning and polishing all mirrors,
                  removing all disfigurations such as ink marks, drawings,
                  etc., from all partitions and walls, damp mopping of floors.

Scuff Marks:      All scuff marks will be removed five times per week from
                  all scuff plates on doors.

Tile Floors:      All floors will be swept five times per week.  All corridors
                  and office floors will be polished five times per week.
                  Floors 14Xwill be stripped whenever necessary.

Cafeteria:        Table and counters will be cleaned five times per week.
<PAGE>   40
                                      -40-


E.    Proper care of grounds surrounding the Building, including care of lawns
      and shrubs and including removal of litter.

F.    Maintaining and cleaning the sidewalks and parking areas in front of and
      around the Building including snow removal.

G.    Provision of adequate lighting for the parking areas servicing the
      Building.

H.    Exterior windows will be washed annually as a common area expense.

1.    Rooftop HVAC (Heating, Ventilation, and Air-Conditioning) will be provided
      to Tenant at Landlord's expense during normal business hours. All of
      Tenants secondary HVAC systems and any special interior requirements shall
      be at Tenant's expense.
<PAGE>   41
                                      -41-


                                    EXHIBIT D

                              RULES AND REGULATIONS

1.    Heating, lighting and plumbing: The Landlord should be notified at once of
      any trouble with heating, lighting or plumbing fixtures. Tenants must not
      leave the doors of the Premises unlocked at night.

2.    The sidewalks, entrances, halls and stairways shall not be obstructed by
      any Tenant or used for any purposes other than ingress and egress to and
      from their respective Premises, and no articles or rubbish shall be left
      herein.

3.    No toilet fixture shall be used for any purpose other than that for which
      it is intended, and now sweepings, rubbish, rags, ashes or other
      substances shall be thrown herein.

4.    The weight and position of all safes and heavy equipment or machines shall
      be subject to the approval of the Landlord.

5.    Lettering on doors, tablets and building directory shall be subject to the
      approval of the Landlord; no lettering shall be allowed on outside
      windows.

6.    No wires for telephone service, electric lights, messenger service or for
      any other purpose shall be put in the Premises without the consent of the
      Landlord.

7.    No glass in doors or elsewhere through which light is admitted in to any
      part of the building shall be obstructed.

8.    No animals or birds shall be kept in or about the Building.

9.    All freight, furniture, etc. must be received and delivered through
      entrances to the Building designated for such purpose unless otherwise
      authorized by the Landlord.

10.   Nothing shall be thrown from or taken in through the windows, nor shall
      any be left outside the Building on the window sills of the Premises.

11.   No person shall loiter in the halls, corridors, or lavatories.

12.   The Landlord, its agents and employees shall have access at reasonable
      times to perform their duties in the maintenance and operation of the
      Premises.

13.   No Tenant shall use any method of heating other that provided for in the
      Tenant's Lease without the consent of the Landlord.
<PAGE>   42
                                      -42-


14.   Any damage caused to the Building or the Premises or to any person or
      property herein as a result of any breach of any of the rules and
      regulations by the Tenant shall be borne by the Tenant.

15.   The Landlord reserves the right to make any such other and further rules
      and regulations as, in its judgement, may from time to time be necessary
      for maintaining the safety and cleanliness of the Premises and Building
      for the preservation of good order therein.

16.   All office areas shall require floor mats under any chairs that have
      casters, so that the carpet shall remain in good order and repair.


                             SECOND LEASE AMENDMENT

      This Second Lease Amendment ("Second Amendment") is made this___________
day of _______________,1999 by and between 201 Forest Street Realty Trust, with
a mailing address c/o Rosewood Development Corporation, 293 Boston Post Road
West, Suite 320, Marlborough, Massachusetts, 01752 (hereafter referred to as
"Landlord") and Synchronicity, Inc., a Massachusetts Corporation, with a
principal place of business at 201 Forest Street, Marlborough, Massachusetts
01752 (hereinafter referred to as "Tenant").

                                   WITNESSETH

WHEREAS, Landlord and Tenant have entered into a certain lease dated April 1,
1997 which was amended pursuant to a First Lease Amendment dated June 30, 1997,
(hereinafter collectively referred to as the "Lease") wherein Landlord leased to
Tenant and Tenant leased from Landlord certain premises consisting of 4,331
rentable square feet (the "original Premises") located on the third floor of the
building located at 201 Forest Street, Marlborough, Massachusetts (the
"Building").

WHEREAS, Tenant wishes to lease from Landlord and Landlord wishes to lease to
Tenant additional space located on the third floor of the Building upon the
terms and conditions hereinafter set forth.

NOW THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Landlord and Tenant hereby incorporate all tenants and provisions of the
Lease herein as is specifically set forth, except as said terms are modified
herein. Capitalized terms not specifically defined in this Second Amendment
shall have the same meaning ascribed to them in the Lease.

2. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord
approximately 4,928 square feet of rentable floor area (hereinafter referred to
as the "Expansion Space located on the third floor of the Building for a term
commencing November 1, 1999 and continuing
<PAGE>   43
                                      -43-


through (and including) October 31, 2004. Expansion Space is hereby agreed to be
that certain space which is shown cross-hatched on Exhibit A attached hereto and
Landlord's Work is hereby agreed to be set forth on Exhibit B attached hereto
and made a part hereof.

3.    Effective as of the Expansion Space Commencement Date, the Rentable Area
      of Premises shall be increased by 4,928 rentable square feet (RSF) (the
      "Expansion Space") to a total of 9,259 RSF of office space.

4.    Effective as of the Expansion Space Commencement Date, Section 1.01 OF
      LEASE AGREEMENT.

        a.  Delete:
                    "RENTABLE AREA OF PREMISES:                       4,331."

        b.  Insert:
                    "RENTABLE AREA OF PREMISES:                       9,259."


5.   Section 1.01 OF LEASE AGREEMENT

      a.    Delete:
                    "TERM:               Five (5) years."

      b.     Insert:
                    "TERM:               Seven (7) years four (4) months.
                                         July 1, 1997 to October 31, 2004"

6.    Section 1.01 OF LEASE AGREEMENT

      a.    Delete:
                    "BASIC RENT:         Delete section and all amendments
                                         thereto in their entirety."

      b.    Insert:
                    "BASIC RENT:         See schedule below:


<TABLE>
<CAPTION>
                     SQUARE   NET, NET, NET     NET, NET, NET    NET, NET, NET
 PERIOD               FEET      RATE/RSF         ANNUAL RENT      MONTHLY RENT
 ------              ------   -------------     -------------    -------------

<S>                  <C>      <C>               <C>              <C>
7/l/97   10/31/99    4,331       $13.50           $58,468.50      $4,872.37
II/l/99  10/31/04    9,259       $13.50           $124,996.50     $10,416.38"
</TABLE>


7. Effective as of the Expansion Lease Commencement Date, Section 1.01 OF LEASE
AGREEMENT
<PAGE>   44
                                      -44-


      a.    Delete:
                    "TENANT'S SHARE:     10.8%"

      b.    Insert:
                    "TENANT'S SHARE:     24.37%"

In all other respects the Lease is hereby ratified, confirmed, and approved.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed the Second Lease
Amendment under seal as of the ___________day of September, 1999.


LANDLORD:       201 FOREST STREET REALTY TRUST


                __________________________________________
                By:  David P. Depietri
                Its:    Trustee

TENANT:         Synchronicity, Inc.

                __________________________________________
                By:  Eugene Connolly
                Its:    Vice President of Operations