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                                                                    Exhibit 10.1

                                    L E A S E
                                    ---------

                          BURLINGTON WOODS OFFICE PARK
               1 Burlington Woods Drive, Burlington, Massachusetts

     Premises: Approximately 14,250 rentable square feet on the second floor
                    Tenant: Workgroup Technology Corporation

                          T A B L E  O F  C O N T E N T S

1    BASIC LEASE PROVISIONS ...............................................    1
1.1    INTRODUCTION. ......................................................    1
1.2    BASIC DATA AND DEFINITIONS. ........................................    1

2    DEMISING OF PREMISES, TERM, OPTIONS. .................................    2
2.1    DEMISE OF PREMISES.                                                     2
2.2    APPURTENANT RIGHTS AND RESERVATIONS. ...............................    2
2.3    TERM. ..............................................................    3
2.4    INTENTIONALLY OMITTED. .............................................    3
2.5    INTENTIONALLY OMITTED. .............................................    3

3    RENT .................................................................    3
3.1    FIXED RENT. ........................................................    3
3.2    INTENTIONALLY OMITTED. .............................................    4
3.3    LATE PAYMENT. ......................................................    4

4    USE OF PREMISES; ALTERATIONS .........................................    4
4.1    PERMITTED USE. .....................................................    4
4.2    ALTERATIONS. .......................................................    5

5    ASSIGNMENT AND SUBLETTING ............................................    6
5.1    GENERALLY. .........................................................    6
5.2    REIMBURSEMENT, RECAPTURE AND EXCESS RENT. ..........................    8
5.3    CERTAIN TRANSFERS. .................................................    9

6    CONDITION OF PREMISES AND RESPONSIBILITY FOR REPAIRS .................   10
6.1    CONDITION OF PREMISES. .............................................   10
6.2    TENANT'S IMPROVEMENTS. .............................................   10
6.3    REPAIRS TO BE MADE BY LANDLORD. ....................................   12
6.4    MAINTENANCE AND REPAIRS TO BE MADE BY TENANT. ......................   13
6.5    FLOOR LOAD - HEAVY MACHINERY; OCCUPANT DENSITY. ....................   13

7    SERVICES; UTILITY CHARGES ............................................   14
7.1    LANDLORD'S SERVICES. ...............................................   14
7.2    UTILITY SERVICES AND CHARGES. ......................................   15
7.3    ELECTRICAL SERVICE AND ELECTRICAL CHARGE. ..........................   16

8    ADDITIONAL RENT FOR TAXES AND OPERATING EXPENSES .....................   16
8.1    TENANT'S PAYMENT OF ITS SHARE OF REAL ESTATE TAXES. ................   16
8.2    TENANT'S PAYMENT OF ITS SHARE OF OPERATING EXPENSES. ...............   18

9    INDEMNITY AND INSURANCE ..............................................   20

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9.1        INDEMNITY. ...................................................   20
9.2        INSURANCE. ...................................................   20
9.3        TENANT'S RISK. ...............................................   21
9.4        INJURY CAUSED BY THIRD PARTIES. ..............................   21

10      LANDLORD'S ACCESS TO PREMISES ...................................   21
10.1       LANDLORD'S RIGHT OF ACCESS. ..................................   21
10.2       EXHIBITION OF SPACE TO PROSPECTIVE TENANTS. ..................   22
10.3       KEYS; CARD KEY ACCESS SYSTEM. ................................   22

11      FIRE, EMINENT DOMAIN, ETC. ......................................   22
11.1       FIRE OR OTHER CASUALTY. ......................................   22
11.2       EMINENT DOMAIN. ..............................................   23

12      DEFAULT .........................................................   24
12.1       TENANT'S DEFAULT. ............................................   24
12.2       REMEDIES. ....................................................   25
12.3       INTEREST ON LATE PAYMENTS. ...................................   26
12.4       LANDLORD'S DEFAULT. ..........................................   26
12.5       COSTS OF ENFORCEMENT. ........................................   26
12.6       BANKRUPTCY AND INSOLVENCY. ...................................   27

13      MISCELLANEOUS PROVISIONS ........................................   27
13.1       EXTRA HAZARDOUS USE. .........................................   27
13.2       WAIVER. ......................................................   28
13.3       COVENANT OF QUIET ENJOYMENT. .................................   28
13.4       LANDLORD'S LIABILITY. ........................................   28
13.5       NOTICE TO MORTGAGEE AND GROUND LESSOR. .......................   29
13.6       ASSIGNMENT OF RENTS. .........................................   29
13.7       MECHANIC'S LIENS. ............................................   29
13.8       NO BROKERAGE. ................................................   30
13.9       INVALIDITY OF PARTICULAR PROVISIONS. .........................   30
13.10      PROVISIONS BINDING, ETC. .....................................   30
13.11      RECORDING. ...................................................   30
13.12      NOTICES. .....................................................   31
13.13      WHEN LEASE BECOMES BINDING. ..................................   31
13.14      PARAGRAPH HEADINGS. ..........................................   31
13.15      RIGHTS OF MORTGAGEE. .........................................   31
13.16      STATUS REPORT. ...............................................   32
13.17      TENANT'S FINANCIAL CONDITION. ................................   32
13.18      ADDITIONAL REMEDIES OF LANDLORD; SURVIVAL. ...................   33
13.19      WAIVER OF COUNTERCLAIMS. .....................................   33
13.20      CONSENTS. ....................................................   33
13.21      HOLDING OVER. ................................................   33
13.22      NON-SUBROGATION. .............................................   34
13.23      ENVIRONMENTAL HAZARDS. .......................................   34
13.24      SECURITY DEPOSIT. ............................................   35
13.25      GOVERNING LAW. ...............................................   36
13.26      INTENTIONALLY OMITTED. .......................................   36
13.27      SECURITY MEASURES. ...........................................   36

                                       ii

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13.28  EASEMENTS. ........................................................   36
13.29  CHANGES TO PROPERTY. ..............................................   36
13.30  INCORPORATION OF PRIOR AGREEMENTS. ...............................    37
13.31  AMENDMENTS. .......................................................   37
13.32  COVENANTS. ........................................................   37
13.33  AUCTIONS. .........................................................   37
13.34  MERGER. ...........................................................   37
13.35  AUTHORITY. ........................................................   38
13.36  RELATIONSHIP OF PARTIES. ..........................................   38
13.37  RIGHT TO LEASE. ...................................................   38
13.38  CONFIDENTIALITY. ..................................................   38
13.39  WAIVER OF JURY TRIAL. .............................................   38

                                      iii

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                                      LEASE
                                      -----

                          BURLINGTON WOODS OFFICE PARK

This Lease, by and between Landlord and the Tenant (as defined below), relates
to the space in the building (the "Building") known as Building No. 1 of
Burlington Woods Office Park (the "Office Park"), in Burlington, Middlesex
County, Massachusetts, with an address at One Burlington Woods Drive,
Burlington, Massachusetts. The term "Lot" shall mean the parcel of land on which
the Building is located; and the term "Property" shall mean the Lot and all
improvements thereon from time to time, including the Building.

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

1.       BASIC LEASE PROVISIONS
--       ----------------------

1.1.     INTRODUCTION.

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

1.2.     BASIC DATA AND DEFINITIONS.


Lease Date:                                  November 21, 2001.
                                                      --
Landlord:                                    BURLINGTON WOODS OFFICE TRUST NO. 1
Present Mailing Address of Landlord:         c/o Finard & Company, LLC
                                             One Burlington Woods Drive
                                             Burlington, Massachusetts 01803
Tenant:                                      WORKGROUP TECHNOLOGY CORPORATION
                                             a Delaware corporation.
Present Mailing Address of Tenant:           91 Hartwell Avenue
                                             Lexington, Massachusetts 02421
Term or original Term:                       Three (3) years (plus the partial
                                             month, if any, immediately
                                             following the Commencement Date).
Scheduled Commencement Date:                 December 15, 2001.


Fixed Rent:   Lease Years  PSF     Annual Fixed Rent   Monthly Installment

              1-3          $21.00  $299,250.00         $24,937.50


Electrical Charge:                           Currently, an amount equal to $1.00
                                             multiplied by the Rentable  Floor
                                             Area of the Premises but Landlord
                                             reserves the right to  increase the
                                             Electrical Charge by a  percentage
                                             equal to any percentage increase
                                             in all charges for electrical
                                             service provided to the Building in
                                             common with the Premises'
                                             electrical service.
Premises:                                    The portion of the Building (as
                                             defined above) located on the
                                             second (2/nd/) floor, and shown as
                                             outlined on Exhibit A attached
                                             hereto.
Rentable Floor Area of the Premises:         14,250 square feet.
Rentable Floor Area of the Building:         114,212 square feet. Building No. 1
Permitted Use:                               First-class office space, and no
                                             other use.
Security Deposit Amount:                     $50,000.00.
Brokers:                                     Insignia/ESG, Inc. and Cushman and
                                             Wakefield.
Tax Base:                                    The Taxes for Tax Year 2002 (the
                                             fiscal year ending June 30, 2001),
                                             as provided in Section 8.1.

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Operating Expense Base:          The Operating Expenses for Operating Year 2002
                                 (the calendar year ending December 31, 2002),
                                 as provided in Section 8.2.


2.   DEMISING OF PREMISES, TERM, OPTIONS
--   -----------------------------------

2.1. DEMISE OF PREMISES.

     2.1.1. Landlord hereby demises and leases to Tenant, and Tenant hereby
accepts from Landlord, the Premises, subject to the terms and conditions of this
Lease.

     2.1.2. For the purposes of this Lease, it is agreed that the Rentable Floor
Area of the Premises shall be as stated in Section 1.2 above, and the Rentable
Floor Area of the Building shall be as stated in Section 1.2 above.

     2.1.3. The term "common areas" is defined as all areas and facilities
outside the Premises and within the exterior boundary line of the Lot that are
designated by Landlord from time to time for the general non-exclusive use of
Landlord, Tenant and the other tenants of the Building and their respective
employees, suppliers, customers and invitees, including, but not limited to,
common entrances, lobbies, corridors, stairwells, public restrooms, passenger
elevators, parking areas, loading and unloading areas, roadways and sidewalks.
Landlord may also designate other land and improvements outside the boundaries
of the Lot and/or Building to be a part of the common areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Building.

2.2. APPURTENANT RIGHTS AND RESERVATIONS.

     2.2.1. Tenant shall have, as appurtenant to the Premises, the nonexclusive
right to use and to permit its invitees to use in common with others, the common
areas in the Building necessary for Tenant's use and occupancy of the Premises,
and (as provided in the next subsection) the parking facilities serving the
Building. Such rights shall always be subject to reasonable rules and
regulations from time to time established by Landlord by suitable notice, and
shall be subject to the right of Landlord to designate and change from time to
time areas and facilities to be so used.

     2.2.2. Tenant shall also have, as appurtenant to the Premises, the
nonexclusive right to use, and permit its employees and invitees to use, in
common with others, on a first come, first serve basis, the open parking
facilities serving the Building (excepting those spaces now or hereafter
designated by Landlord as being for the exclusive use of others). Such parking
rights shall be subject to the right of Landlord to limit the number of parking
spaces available to Tenant, its employees and invitees, where the use of the
same exceeds, in Landlord's judgment, the ratio of 3.3 spaces per 1,000 square
feet of the Rentable Floor Area of the Building.

     2.2.3. Excepted and excluded from the Premises are the roof and all
perimeter walls of the Premises, except the inner surfaces thereof, but the
entry doors to the Premises are not excluded from the Premises and are a part
thereof for all purposes; and Tenant agrees that Landlord shall have the right
to place in the Premises (but in such manner as to reduce to a minimum
interference with Tenant's use of the Premises) utility lines, pipes and the
like to serve premises other than the Premises, and to replace and maintain and
repair such utility lines, pipes and the like in, over and upon the Premises.

     2.2.4  During the hours of 8:00 A.M. to 6:00 P.M., Monday through Friday,
legal holidays (both federal and state) in all cases excepted ("Normal Building
Operating Hours"), the Building shall be open and access to the Premises shall
be freely available, subject to interruption due to causes beyond

                                       2

<PAGE>


Landlord's reasonable control. During periods other than Normal Building
Operating Hours, Landlord shall provide means of access to the Premises, subject
to security restrictions on such access, such as card access systems, and force
majeure events (meaning fire, earthquake, weather delays or other acts of God,
strikes, boycotts, war, riot, insurrection, embargoes, or any other cause beyond
the reasonable control of Landlord). Access to the Premises during Normal
Building Operating Hours and at other times shall always be subject to
reasonable rules and regulations therefor from time to time established by
Landlord by suitable notice. Tenant acknowledges that, in all events, Tenant is
responsible for providing security to the Premises and its own personnel, and
Tenant shall indemnify, defend with counsel reasonably satisfactory to Landlord,
and save Landlord harmless from any claim for injury to person or damage to
property asserted by any personnel, employee, guest, invitee or agent of Tenant
which is suffered or occurs in or about the Premises or in or about the Building
by reason of the act of any intruder or any other person in or about the
Premises or the Building.

2.3. TERM.

     2.3.1. Subject to the conditions herein stated, Tenant shall hold the
Premises for the Term (as defined in Section 1.2) commencing on the Commencement
Date (as defined below) and expiring at midnight of the last day of the Term,
unless sooner terminated as provided herein.

     2.3.2. The Scheduled Commencement Date set forth in Section 1.2 is an
estimated Commencement Date. Subject to Section 6.2 below, the actual
Commencement Date shall be the Substantial Completion Date in accordance with
Section 6.2.5 below.

     2.3.3. Landlord and Tenant agree to execute a supplemental agreement
confirming the actual Commencement Date and expiration date of the Term, once
same are determined.

2.4. INTENTIONALLY OMITTED.

2.5. INTENTIONALLY OMITTED.

3.   RENT
--   ----

3.1. FIXED RENT.

     3.1.1. Tenant agrees to pay to Landlord, without offset or deduction and
without previous demand therefor, annual Fixed Rent during each Lease Year (as
defined below) of the Term. The annual Fixed Rent during the original Term shall
be as provided in Section 1.2 above.

     3.1.2. All such annual Fixed Rent shall be payable in equal monthly
installments, in advance, on the first day of each and every calendar month
during the Term, commencing on the Commencement Date, to Landlord, or as
directed by Landlord, at the Present Mailing Address of Landlord (as set forth
in Section 1.2) or at the address from time to time designated by Landlord.
Notwithstanding the foregoing, in no event shall Tenant be required to pay
annual Fixed Rent for any period prior to December 15, 2001.

     3.1.3. Fixed Rent for any partial month shall be paid by Tenant on a pro
rata basis, and if the Commencement Date occurs on a day other than the first
day of a calendar month, the first payment which Tenant shall make shall be a
payment equal to a proportionate part of such monthly Fixed Rent for the partial
month from such date to the first day of the succeeding calendar month, and the
monthly Fixed Rent for such succeeding calendar month.

                                       3

<PAGE>

     3.1.4. For the purposes of this Lease, "Lease Year" shall mean each
successive 12-month period included in whole or in part in the Term of this
Lease; the first Lease Year beginning on the Commencement Date and ending at
midnight on the day before the first anniversary of the Commencement Date
(provided that if the Commencement Date is not the first day of a calendar
month, the first Lease Year shall end at midnight on the last day of the
calendar month which includes the first anniversary of the Commencement Date).
If the first Lease Year of the Term shall be greater than one full calendar
year, the annual Fixed Rent for such Lease Year shall be increased
proportionately to the greater length of such Lease Year.

     3.1.5. Notwithstanding the fact that the amounts of Fixed Rent set forth in
this Lease were or may have been determined with reference to the floor area of
the Premises, said amounts as set forth above are stipulated to be the amounts
of Fixed Rent due hereunder, whether or not the actual floor area of the
Premises are in fact more or less than the floor area figures used to determine
said Fixed Rent.

3.2. INTENTIONALLY OMITTED.

3.3. LATE PAYMENT.

If any Fixed Rent, additional rent or any other payments due hereunder from
Tenant are not paid within 5 days of the due date thereof, Tenant shall be
charged a late fee of $250.00 for each late payment for each month or portion
thereof that said payment remains outstanding. Said late fee shall be payable in
addition to and not in exclusion of any other remedies of Landlord on account of
such late payments, including without limitation the obligation to pay interest
on late payments, as provided in Section 12.3.

4.   USE OF PREMISES; ALTERATIONS
--   ----------------------------

4.1. PERMITTED USE.

     4.1.1. Tenant agrees that the Premises shall be used and occupied by Tenant
only for the Permitted Use, as provided in Section 1.2 of this Lease, and for no
other purpose or purposes.

     4.1.2. Tenant further covenants and agrees to conform to the following
provisions during the entire Lease Term:

     (a)    Tenant shall cause all freight (including furniture, fixtures and
            equipment used by Tenant in the occupancy of the Premises) to be
            delivered to or removed from the Building and the Premises in
            accordance with reasonable rules and regulations established by
            Landlord therefor and Landlord may require that such deliveries or
            removals be undertaken during periods other than Normal Building
            Operating Hours.

     (b)    Tenant shall not place on the exterior of exterior walls (including
            both interior and exterior surfaces of windows and doors) or on any
            part of the Building outside the Premises, any sign, symbol,
            advertisement or the like visible to public view outside of the
            Premises except as provided in the next paragraph.

            Notwithstanding the foregoing, Tenant may, at Tenant's sole
            expense, locate a sign at the entrance door to the Premises of
            the type commonly and customarily found in first-class office
            buildings for the purpose of identifying and locating the
            Premises, which sign and location shall be subject to the prior
            approval of Landlord. Where Landlord establishes reasonable
            standards for such signs, Tenant agrees to conform to the same
            and to submit for Landlord's prior approval, such approval not
            unreasonably to be withheld, a plan or

                                       4

<PAGE>

          sketch of the sign to be placed on or about such entry door and
          location thereof. Without limitation, lettering on windows and window
          displays are expressly prohibited. Landlord shall also provide Tenant
          with a listing on the Building's main tenant directory.

     (c)  Tenant shall not perform any act or any practice which may injure the
          Premises, or any other part of the Building or the Property, or cause
          any offensive odors or loud noise, or constitute a nuisance or a
          menace to any other tenant or tenants or other persons in the
          Building, or be detrimental to the reputation or appearance of the
          Building, and Tenant shall permit no waste with respect to the
          Premises or the Property.

     (d)  Tenant shall conduct Tenant's business in the Premises in such a
          manner that Tenant's invitees shall not collect, line up or linger in
          the lobby or corridors of the Building, but shall be entirely
          accommodated within the Premises.

     (e)  Tenant shall comply and shall cause all employees to comply with all
          rules and regulations from time to time established by Landlord by
          suitable notice, including without limitation the current rules and
          regulations, a copy of which are attached hereto as Exhibit B.
          Landlord shall uniformly enforce such rules and regulations; provided,
          however, Landlord shall not be responsible for the noncompliance of
          any such rules and regulations by any other tenant or occupant.

     (f)  Tenant shall, at Tenant's sole expense, promptly comply with all
          applicable laws, ordinances, rules, regulations, orders, certificates
          of occupancy, conditional use or other permits, variances, covenants
          and restrictions of record, the reasonable recommendations of
          Landlord's engineers or other consultants, and requirements of any
          fire insurance underwriters, rating bureaus or government agencies,
          now in effect or which may hereafter come into effect during the Lease
          Term relating in any manner to the Premises or the occupation and use
          by Tenant of the Premises ("Laws and Restrictions").

4.2. ALTERATIONS.

Tenant shall not make any alterations, improvements, additions, utility
installations or repairs (hereinafter collectively referred to as "Alterations")
to the Premises, except in accordance with this Section 4.2 and with the prior
written consent of Landlord, which Landlord agrees not unreasonably to withhold
as to nonstructural Alterations (nonstructural Alterations being those that do
not affect the Building's structure, roof, exterior or mechanical, electrical,
plumbing, life safety or other Building systems or architectural design,
character or use of the Building or Premises). All Alterations made by Tenant
shall be made in accordance with plans and specifications which have been
approved in writing by the Landlord, pursuant to a duly issued permit, and in
accordance with all Laws and Restrictions, the provisions of this Lease and in a
good and first-class workmanlike manner using new materials of same or better
quality as base building standard materials, free of all liens and encumbrances.
All Alterations shall be performed by a contractor or contractors selected by
Tenant and approved in writing by Landlord. Tenant shall pay to Landlord a fee
equal to five percent (5%) of the cost of any such Alterations to compensate
Landlord for the overhead and other costs it incurs in reviewing the plans
therefor and in monitoring the construction of the Alterations. If, as a result
of any Alterations made by Tenant, Landlord is obligated to comply with the
Americans With Disabilities Act or any other law or regulation and such
compliance requires Landlord to make any improvement or Alteration to any
portion of the Building, as a condition to Landlord's consent, Landlord shall
have the right to require Tenant to pay to Landlord prior to the construction of
any Alteration by Tenant, the entire cost of any improvement or alteration
Landlord is obligated to complete by such law or regulation. Tenant agrees to
obtain or cause

                                       5

<PAGE>

its contractor(s) to obtain, prior to the commencement of any work or
Alterations, "builder's all risk" insurance in an amount and with such coverages
approved by Landlord and worker's compensation insurance in the statutorily
required amount(s) and evidence of all such insurance shall be furnished to
Landlord prior to the performance by such contractor(s) or person(s) of any work
in respect of the Premises. Landlord shall have the right to stop any work not
being performed in conformance with this Lease, and, at its option, may repair
or remove non-conforming work at the expense of Tenant. Tenant hereby
indemnifies and holds Landlord harmless from and against any liens, encumbrances
and violations of Laws and Restrictions arising from or related to any
Alterations. The filing of any lien or encumbrance, or the violation of Laws or
Restrictions, shall constitute a default hereunder (subject to applicable notice
and cure periods). The repair and indemnity obligations of Tenant hereunder,
including Tenant's obligations to repay Landlord the cost of repairing or
removing Alterations (except for Tenant's Improvements as defined in Section 6.2
below), shall survive the termination of this Lease. All work performed by
Tenant in the Premises shall remain therein (unless Landlord directs Tenant to
remove the same on termination or expiration of this Lease) and, at termination
or expiration, shall be surrendered as a part thereof, except for Tenant's usual
trade furniture and equipment, if movable, installed prior to or during the
Lease term at Tenant's cost, which trade furniture and equipment Tenant shall
remove in their entirety prior to the termination or expiration of this Lease,
provided that if Tenant is then in default hereunder, Landlord may direct that
no such trade fixtures, furniture and equipment be removed. Tenant agrees to
repair any and all damage to the Premises resulting from such removal (including
removal of Tenant's Alterations directed by Landlord) or, if Landlord so elects,
to pay Landlord for the cost of any such repairs forthwith after billing
therefor.

5.   ASSIGNMENT AND SUBLETTING
-    -------------------------

5.1. GENERALLY.

     5.1.1. Notwithstanding any other provisions of this Lease, Tenant covenants
and agrees that it will not assign this Lease or sublet (which term, without
limitation, shall include the granting of any concessions, licenses, occupancy
rights, management arrangements and the like) the whole or any part of the
Premises without, in each instance, having first received the express, written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed. A change in Tenant's name shall not constitute an assignment or
sublease hereunder, provided Tenant notifies Landlord in writing of such name
change prior to making such change. Tenant shall not collaterally assign this
Lease (or any portion thereof) or permit any assignment of this Lease by
mortgage, other encumbrance or operation of law.

     5.1.2. Without limitation, it shall not be unreasonable for Landlord to
withhold such approval from any assignment or subletting where, in Landlord's
opinion: (i) the proposed assignee or sublessee does not have a financial
standing and credit rating equal or greater to that of Tenant as it is
represented to Landlord at or about the time of the execution by Landlord of
this Lease, or as it exists immediately prior to such assignment or subletting;
(ii) the proposed assignee or sublessee does not have a good reputation in the
community; (iii) the business in which the proposed assignee or sublessee is
engaged could detract from the Building, its value or the costs of ownership
thereof; (iv) the rent to be paid by any proposed sublessee is less than the
then current fair market rent; (v) the proposed sublessee or assignee is a
current tenant or a prospective tenant (meaning such tenant has been shown space
or has been presented with or has made an offer to lease space) of the Building
or of the Office Park; (vi) the use of the Premises by any sublessee or assignee
(even though a Permitted Use) violates any use restriction granted by Landlord
in any other lease or would otherwise cause Landlord to be in violation of its
obligations under another lease or agreement to which Landlord is a party; (vii)
if such assignment or subleasing is not approved of by the holder of any
mortgage on the Property (if such approval is required); (viii) a proposed
assignee's or subtenant's business will impose a burden on the Property's
parking facilities, elevators, common areas,

                                       6

<PAGE>

facilities, or utilities that is greater than the burden imposed by Tenant, in
Landlord's reasonable judgment; (ix) any guarantor of this Lease refuses to
consent to the proposed transfer or to execute a written agreement reaffirming
the guaranty; (x) Tenant is in default of any of its obligations under the Lease
at the time of the request or at the time of the proposed assignment or
sublease; (xi) if requested by Landlord, the assignee or subtenant refuses to
sign a non-disturbance and attornment agreement in favor of Landlord's lender;
(xii) Landlord has sued or been sued by the proposed assignee or subtenant or
has otherwise been involved in a legal dispute with the proposed assignee or
subtenant; (xiii) the assignee or subtenant is involved in a business which is
not in keeping with the then current standards of the Property; (xiv) the
assignment or sublease will result in there being more than one subtenant of the
Premises (e.g., the assignee or subtenant intends to use the Premises as an
executive suite); or (xv) the assignee or subtenant is a governmental or
quasi-governmental entity or an agency, department or instrumentality of a
governmental or quasi-governmental agency. Landlord may condition its consent
upon such assignee or sublessee depositing with Landlord such additional
security as Landlord may reasonably require to assure the performance and
observance of the obligations of such party to Landlord. In no event, however,
shall Tenant assign this Lease or sublet the whole or any part of the Premises
to a proposed assignee or sublessee which has been judicially declared bankrupt
or insolvent according to law, or with respect to which an assignment has been
made of property for the benefit of creditors, or with respect to which a
receiver, guardian, conservator, trustee in involuntary bankruptcy or similar
officer has been appointed to take charge of all or any substantial part of the
proposed assignee's or sublessee's property by a court of competent
jurisdiction, or with respect to which a petition has been filed for
reorganization under any provisions of the Bankruptcy Code now or hereafter
enacted, or if a proposed assignee or sublessee has filed a petition for such
reorganization, or for arrangements under any provisions of the Bankruptcy Code
now or hereafter enacted and providing a plan for a debtor to settle, satisfy or
extend the time for the payment of debts.

     5.1.3. Any request by Tenant for such consent shall set forth or be
accompanied by, in detail reasonably satisfactory to Landlord, the
identification of the proposed assignee or sublessee, its financial condition
and the terms on which the proposed assignment or subletting is to be made,
including, without limitation, a signed copy of all assignment and sublease
documents, and clearly stating the rent or any other consideration to be paid in
respect thereto; and such request shall be treated as Tenant's warranty in
respect of the information submitted therewith. Tenant's request shall not be
deemed complete or submitted until all of the foregoing information has been
received by Landlord. Landlord shall respond to such request for consent within
30 days following Landlord's receipt of all information, documentation and
security required by Landlord with respect to such proposed sublease or
assignment.

     5.1.4. The foregoing restrictions shall be binding on any assignee or
sublessee to which Landlord has consented, provided, notwithstanding anything
else contained in this Lease, Landlord's consent to any further assignment,
subleasing or any sub-subleasing by any approved assignee or sublessee may be
withheld by Landlord at Landlord's sole and absolute discretion.

     5.1.5. Consent by Landlord to any assignment or subleasing shall not
include consent to the assignment or transferring of any lease renewal,
extension or other option, first offer, first refusal or other rights granted
hereunder, or any special privileges or extra services granted to tenant by
separate agreement (written or oral), or by addendum or amendment of the Lease.

     5.1.6. In the case of any assignment of this Lease or subletting of the
Premises, the Tenant named herein shall be and remain fully and primarily liable
for the obligations of Tenant hereunder, notwithstanding such assignment or
subletting, including, without limitation, the obligation to pay the Fixed Rent
and other amounts provided under this Lease, and the Tenant shall be deemed to
have waived all suretyship defenses.

                                       7

<PAGE>

     5.1.7. In addition to the foregoing, it shall be a condition of the
validity of any such assignment or subletting that the assignee or sublessee
agrees directly with Landlord, in form satisfactory to Landlord, to be bound by
all the obligations of Tenant hereunder, including, without limitation, the
obligation to pay Fixed Rent and other amounts provided for under this Lease,
the covenant regarding use and the covenant against further assignment and
subletting.

5.2. REIMBURSEMENT, RECAPTURE AND EXCESS RENT.

     5.2.1. Tenant shall, upon demand, reimburse Landlord for the reasonable
fees and expenses (including legal and administrative fees and costs) incurred
by Landlord in processing any request to assign this Lease or to sublet all or
any portion of the Premises, whether or not Landlord agrees thereto, and if
Tenant shall fail promptly so to reimburse Landlord, the same shall be a default
in Tenant's monetary obligations under this Lease subject to the applicable
grace and cure period set forth in Section 12.1(b).

     5.2.2. If Tenant requests Landlord's consent to assign this Lease or sublet
all or a portion of the Premises, Landlord shall have the option, exercisable by
written notice to Tenant given within 30 days after Landlord's receipt of
Tenant's completed request, to terminate this Lease as of the date of the
proposed sublease or assignment. In the event of termination in respect of a
portion of the Premises, the portion so eliminated shall be delivered to
Landlord on the date specified in good order and condition in the manner
provided in Section 4.2 at the end of the Term and thereafter, to the extent
necessary in Landlord's judgment, Landlord, at its own cost and expense, may
have access to and may make modification to the Premises (or portion thereof) so
as to make such portion a self-contained rental unit with access to common
areas, elevators and the like. Fixed Rent and the Rentable Floor Area of the
Premises shall be adjusted according to the extent of the Premises for which the
Lease is terminated.

     5.2.3. Without limitation of the rights of Landlord hereunder in respect
thereto, if there is any assignment of this Lease by Tenant for consideration or
a subletting of the whole of the Premises by Tenant at a rent which exceeds the
rent payable hereunder by Tenant, or if there is a subletting of a portion of
the Premises by Tenant at a rent in excess of the subleased portion's pro rata
share of the rent payable hereunder by Tenant, then Tenant shall pay to
Landlord, as additional rent, forthwith upon Tenant's receipt of, in the case of
an assignment, all of the consideration (or the cash equivalent thereof)
therefor and in the case of a subletting, all of any such excess rent. For the
purposes of this subsection, the term "rent" shall mean all Fixed Rent,
additional rent or other payments and/or consideration payable by one party to
another for the use and occupancy of all or a portion of the Premises including,
without limitation, key money, or bonus money paid by the assignee or subtenant
to Tenant in connection with such transaction and any payment in excess of fair
market value for services rendered by Tenant to the assignee or subtenant or for
assets, fixtures, inventory, equipment or furniture transferred by Tenant to the
assignee or subtenant in connection with any such transaction, but shall exclude
any separate payments by Tenant for reasonable attorney's fees and broker's
commissions in connection with such assignment or subletting.

     5.2.4. If the Premises or any part thereof are sublet by Tenant, following
the occurrence of a default which has continued beyond the applicable cure
period, Landlord, in addition to any other remedies provided hereunder or at
law, may at its option collect directly from such sublessee(s) all rents
becoming due to the Tenant under such sublease(s) and apply such rent against
any amounts due Landlord by Tenant under this Lease, and Tenant hereby
irrevocably authorizes and directs such sublessee(s) to so make all such rent
payments, if so directed by Landlord; and it is understood that no such election
or collection or payment shall be construed to constitute a novation of this
Lease or a release of Tenant hereunder, or to create any lease or occupancy
agreement between the Landlord and such subtenant or



                                       8


<PAGE>

impose any obligations on Landlord, or otherwise constitute the recognition of
such sublease by Landlord for any purpose whatsoever.

     5.2.5. The following terms and conditions shall apply to any subletting by
Tenant of all or any part of the Premises and shall be deemed included in all
subleases under this Lease whether or not expressly incorporated therein:

     Tenant hereby absolutely and unconditionally assigns and transfers to
Landlord all of Tenant's interest in all rentals and income arising from any
sublease entered into by Tenant, and Landlord may collect such rent and income
and apply same toward Tenant's obligations under this Lease; provided, however,
that until a default occurs in the performance of Tenant's obligations under
this Lease, Tenant may receive, collect and enjoy the rents accruing under such
sublease. Landlord shall not, by reason of this or any other assignment of such
rents to Landlord nor by reason of the collection of the rents from a subtenant,
be deemed to have assumed or recognized any sublease or to be liable to the
subtenant for any failure of Tenant to perform and comply with any of Tenant's
obligations to such subtenant under such sublease, including, but not limited
to, Tenant's obligation to return any security deposit. Tenant hereby
irrevocably authorizes and directs any such subtenant, upon receipt of a written
notice from Landlord stating that a default exists in the performance of
Tenant's obligations under this Lease, to pay to Landlord the rents due as they
become due under the sublease. Tenant agrees that such subtenant shall have the
right to rely upon any such statement and request from Landlord, and that such
subtenant shall pay such rents to Landlord without any obligation or right to
inquire as to whether such default exists and notwithstanding any notice from or
claim from Tenant to the contrary. In the event Landlord terminates this Lease
by reason of a default of Tenant, Landlord at its option and without any
obligation to do so, may require any subtenant to attorn to Landlord, in which
event Landlord shall undertake the obligations of Tenant under such sublease
from the time of the exercise of said option to the termination of such
sublease; provided, however, Landlord shall not be liable for any prepaid rents
or security deposit paid by such subtenant to Tenant or for any other prior
defaults of Tenant under such sublease.

5.3. CERTAIN TRANSFERS.

     5.3.1. If at any time Tenant's interest in this Lease is held by a
corporation, trust, partnership, limited liability company or other entity, the
transfer of more than 25% of the voting stock, beneficial interests, partnership
interests, membership interests or other ownership interests therein (whether at
one time or in the aggregate) shall be deemed an assignment of this Lease, and
shall require Landlord's prior written consent. The foregoing provisions shall
not be applicable so long as the Tenant is a corporation, the outstanding voting
stock of which is listed on a recognized security exchange, or if at least 80%
of its voting stock is owned by another corporation, the voting stock of which
is so listed.

     5.3.2. To enable Landlord to determine the ownership of Tenant, Tenant
agrees to furnish to Landlord, from time to time promptly after Landlord's
request therefor, (i) if the last sentence of subsection 5.3.1 is applicable,
proof of listing on a recognized security exchange, or (ii) if the last sentence
of subsection 5.3.1 is not applicable, a certificate on which Landlord may rely
from a duly authorized and knowledgeable officer of Tenant stating that there
has been no transfer of more than 25% of the voting stock, beneficial interests,
partnership interests, membership interests or other ownership interests of
Tenant since the date of this Lease except for such transfers in compliance with
Article 5 of this Lease. Landlord shall use reasonable efforts to keep
confidential any information received by Landlord pursuant to this Section 5.3,
provided, however, that Landlord shall have the right to disclose any such
information to existing or prospective mortgagees, or prospective purchasers of
the Building.

                                       9

<PAGE>

     5.3.3. Notwithstanding any other provision of this Section, transactions
with an entity (i) into or with which Tenant is merged or consolidated, (ii) to
which substantially all of Tenant's assets are transferred as a going concern,
or (iii) which controls or is controlled by Tenant or is under common control
with Tenant, shall not be deemed to be an assignment or subletting within the
meaning of this Section, provided that in any of such events (1) Landlord
receives prior written notice of any such transactions, (2) the assignee or
subtenant agrees directly with Landlord, by written instrument in form
satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder
including, without limitation, the covenant against further assignment and
subletting, (3) in no event shall Tenant be released from its obligations under
this Lease, (4) any such transfer or transaction is for a legitimate, regular
business purpose of Tenant other than a transfer of Tenant's interest in this
Lease, and (5) the involvement by Tenant or its assets in any transaction, or
series of transactions (by way of merger, sale, acquisition, financing,
refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal
assignment or hypothecation of this Lease or Tenant's assets occurs, will not
result in a reduction of the "Net Worth" of Tenant as hereinafter defined, by an
amount equal to such Net Worth of Tenant as it is represented to Landlord at the
time of the execution by Landlord of this Lease, or as it exists immediately
prior to said transaction or transactions constituting such reduction, at
whichever time said Net Worth of Tenant was or is greater. "Net Worth" of Tenant
for purposes of this section shall be the net worth of Tenant (excluding any
guarantors) established under generally accepted accounting principles
consistently applied.

6.   CONDITION OF PREMISES AND RESPONSIBILITY FOR REPAIRS
     ----------------------------------------------------

6.1. CONDITION OF PREMISES.

Tenant accepts the Premises and the Building in their present "as is" condition,
without representation or warranty, express or implied, in fact or in law, by
Landlord and without recourse to Landlord as to the nature, condition or
usability thereof; and Tenant agrees that, except for the Tenant's Improvements
and the Modular Furniture (as defined below), Landlord has no work to perform in
or on the Premises to prepare the Premises for Tenant's use and occupancy, and
that any and all work to be done in or on the Premises will be performed by
Tenant at Tenant's sole cost and expense in accordance with the terms of this
Lease.

6.2. TENANT'S IMPROVEMENTS.

     6.2.1. Tenant and Landlord have prepared a space plan and outline
specifications (the "Space Plans") for the layout of Tenant's leasehold
improvements to the Premises ("Tenant's Improvements"). Tenant's Improvements
shall not include Tenant's furniture, trade fixtures, equipment and personal
property and are limited to normal office fit-up construction, as generally laid
out and specified on the Space Plans. Tenant acknowledges that Tenant's
Improvements have been designed to the general quality of the design of the
Building and in accordance with Landlord's building standards for office
build-out for the Building. Landlord has submitted the Space Plans to Tenant and
Tenant has approved the Space Plans. The Space Plans are attached hereto as
Exhibit C.

     6.2.2. Based upon the Space Plans, the Landlord shall cause final plans and
specifications, sufficient to permit the construction of Tenant's Improvements,
to be prepared (the "Plans"), which Plans shall be submitted to Tenant for
approval, which approval shall not be unreasonably withheld or delayed and shall
be deemed given if not disapproved of in writing (with a detailed list of the
deficiencies in the Plans) within 5 days of submittal. Tenant's approval of the
Plans shall be consistent with previous approvals, choices and directions given.
Tenant understands and agrees that changes to the Space Plans that may be needed
or desired by Tenant, and or the specification by Tenant of any components or

                                       10

<PAGE>

finishes that are not building-standard or as depicted on the Space Plans, will
be incorporated into the Plans only if (i) such changes do not modify the scope
or character of the Tenant's Improvements or any material component thereof, and
(ii) such changes will not, individually or in the aggregate, in Landlord's
reasonable opinion, will not result in a likelihood of delay in the substantial
completion of Tenant's Improvements. Tenant agrees that if such changes do
result in delay in substantial completion, same shall be deemed a Tenant Delay
(as defined below).

     6.2.3. Following the completion and approval of the Plans, Landlord shall
proceed, using reasonable efforts, to obtain all necessary permits and approvals
for the construction of Tenant's Improvements, and to proceed to construct
Tenant's Improvements in substantial conformance with the Plans. Landlord
reserves the right to make changes and substitutions to the Plans in connection
with the construction of Tenant's Improvements, provided same do not materially
adversely modify the Plans approved by Tenant, and Tenant agrees to not
unreasonably withhold or delay its consent to any changes that do materially
adversely modify the Plans, in accordance with subsection 6.2.2.

     6.2.4. Landlord agrees to use reasonable efforts to substantially complete
Tenant's Improvements by the Scheduled Commencement Date.

     6.2.5. Tenant's Improvements shall be deemed substantially complete on the
date (the "Substantial Completion Date") as of which a certificate of occupancy
(temporary or permanent) permitting the use of the Premises is available from
the Town of Burlington, with remaining items of work (of which Tenant shall give
Landlord notice, as provided below) to be completed as soon as reasonably
practicable thereafter. Notwithstanding the foregoing, if any delay in the
substantial completion of the Tenant's Improvements by Landlord is due to Tenant
Delays, then the Substantial Completion Date shall be deemed to be the date
Tenant's Improvements would have been substantially completed, if not for same,
as reasonably determined by Landlord. "Tenant Delays" shall mean delays caused
by: (i) requirements of the Plans requested by Tenant that do not conform to
Landlord's building standards for office build-out, or which contain long
lead-time or non-standard items requested by Tenant; (ii) any change in the
Plans requested by Tenant; (iii) failure to approve the Plans (or changes
thereto or modifications thereof) within the time limits provided herein; (iv)
any request by Tenant for a delay in the commencement or completion of Tenant's
Improvements for any reason; or (v) any other act or omission of Tenant or its
employees, agents or contractors which causes a delay in the Substantial
Completion of the Tenant's Improvements.

     6.2.6. Within 7 days after the Commencement Date, Landlord and Tenant shall
confer and create a specific list of any defects or incomplete remaining items
of work with respect to Tenant's Improvements (a "Punchlist"). Except with
respect to the items contained in the Punchlist, Tenant shall be deemed
satisfied with Tenant's Improvements, Landlord shall be deemed to have completed
all of its obligations under this Section 6.2 and Tenant shall have no claim
that Landlord has failed to perform in full its obligations hereunder.

     6.2.7. This Lease is subject to the Landlord obtaining all permits,
licenses and approvals necessary to allow Landlord to construct Tenant's
Improvements and obtain a certificate of occupancy with respect thereto; and if
Landlord shall be unable to obtain same, and is therefore unable to commence or
complete Tenant's Improvements, then this lease may be terminated by Landlord by
written notice to Tenant.

     6.2.8. All components of the Tenant's Improvements shall be part of the
Building and shall remain in, on or about the Premises upon the termination or
early expiration of this Lease and Tenant shall have no obligation to remove, or
pay for the removal of, Tenant's Improvements.

                                       11

<PAGE>

     6.2.9.  Subject to the Tenant Credit set forth in this Subsection 6.2.9,
Tenant shall pay, as additional rent, all of the costs and expenses of the
Tenant's Improvements (which cost shall include, without limitation, the costs
of construction, the cost of permits and permit expediting, and all
architectural and engineering plans and services obtained by Tenant in
connection therewith, and a construction management fee of five percent (5%) of
the construction costs of the Tenant's Improvements) on or before the later to
occur of (i) January 4, 2002, or the Commencement Date. Tenant's failure to pay
for the Tenant's Improvements as and when due shall be a material default under
this Lease. So long as Tenant is not in default of this Lease beyond applicable
notice or cure periods and the Security Deposit has been fully funded, Tenant
shall be entitled to a credit in the amount of $10,000 (the "Tenant Credit")
which shall be deducted from the cost of the Tenant's Improvements.

     6.2.10. Landlord shall provide Tenant with fully-figured modular furniture
(cubicles) for approximately fifty (50) persons ("Modular Furniture"). Such
Modular Furniture is provided to Tenant for use during the Lease Term on an "as
is" basis with no representations or warranties of any kind or nature. Tenant
shall be responsible for all costs and expenses relating to moving, installing
and placing the Modular Furniture and shall return and yield up the Modular
Furniture with the Premises upon the expiration or termination of this Lease in
the same condition as they were provided to Tenant, damage by reasonable wear
and tear, but not casualty, excepted.

     6.2.11. Tenant shall have the right to enter the Premises prior to the
Commencement Date for the purpose of installing furniture, trade fixtures,
equipment, cabling and similar items, provided that such entry shall be subject
to all provisions of this Lease, and such entry shall not change the termination
date. Such entry shall be provided to the space formerly occupied by
Essential.com on or about the date of this Lease and to the space formerly
occupied by Nokia, Inc. on or after December 1, 2002. Provided that Tenant has
not begun operating its business from the Premises, and subject to all of the
terms and conditions of the Lease, the foregoing activity shall not constitute
the delivery of possession of the Premises to Tenant and the Lease term shall
not commence as a result of said activities. Tenant shall be liable for any
damages or delays caused by Tenant's activities at the Premises. Prior to
entering the Premises, Tenant shall obtain all insurance it is required to
obtain by the Lease and shall provide certificates of said insurance to
Landlord. Tenant shall coordinate such entry with Landlord's building manager so
that such entry shall not interfere with the construction of any Tenant's
Improvements, and such entry shall be made in compliance with all terms and
conditions of this Lease and the rules and regulations in effect from time to
time.

6.3. REPAIRS TO BE MADE BY LANDLORD.

     6.3.1.  Except as otherwise provided in this Lease, Landlord agrees to keep
in good order, condition and repair, the roof, exterior walls, structural
components and common building systems of the Building insofar as they affect or
serve the Premises and the appurtenant common areas of the Building, and to
maintain and repair the HVAC system and equipment serving the Premises, unless
installed by or for Tenant. Without limitation, Landlord shall in no event be
responsible to Tenant for the condition of glass in and about the Premises or
for the doors leading to the Premises, or for any improvements, additions or
alterations (including the Tenant's Improvements) installed by or for the
Tenant, or for any condition in the Premises or the Building caused by any act
or neglect of Tenant or any contractor, agent, employee or invitee of Tenant, or
anyone claiming by, through or under Tenant. Landlord also agrees to maintain
the parking areas, roadways and landscaping on the property surrounding the
Building in good order and repair. Landlord shall not be responsible to make any
improvements or repairs to the Building or the Premises other than as expressed
in this Section unless expressly otherwise provided in this Lease. All costs
incurred by Landlord in connection with the foregoing obligations shall be
included as part of Operating Costs.

                                       12

<PAGE>

     6.3.2. Landlord shall never be liable for any failure to make repairs
which, under the provisions of this Section or elsewhere in this Lease, Landlord
has undertaken to make unless: (a) Tenant has given notice to Landlord of the
need to make such repairs as a result of a condition in the Building or in the
Premises requiring any repair for which Landlord is responsible; and (b)
Landlord has failed to commence to make such repairs within a reasonable time
after receipt of such notice if any repairs are, in fact, necessary.

6.4. MAINTENANCE AND REPAIRS TO BE MADE BY TENANT.

     6.4.1. Tenant covenants and agrees that Tenant will keep neat and clean and
maintain in good order, condition and repair, the Premises and every part
thereof (and any signs permitted hereunder) throughout the Lease Term, excepting
only those repairs for which Landlord is responsible under the terms of this
Lease, damage by fire or other casualty or as a consequence of the exercise of
the power of eminent domain and reasonable wear and tear and Tenant shall
surrender the Premises at the end of the Term in such condition. Without
limitation, Tenant shall maintain and use the Premises in accordance with all
Laws and Restrictions and shall, at Tenant's own expense obtain and maintain in
effect all permits, licenses and the like required by applicable law. Tenant
shall not permit or commit any waste, and Tenant shall be responsible for the
cost of repairs which may be made necessary by reason of damage to any areas in
the Building or Office Park, including the Premises, by Tenant, Tenant's
contractors or Tenant's agents, employees, invitees, or anyone claiming by,
through or under Tenant. Landlord may replace as needed any bulbs and ballasts
in the Premises during the Lease Term at Tenant's cost and expense, or Landlord
may require Tenant to replace the same, at Tenant's cost and expense.

     6.4.2. If repairs are required to be made by Tenant pursuant to the terms
hereof, Landlord may demand that Tenant make the same forthwith, and if Tenant
fails, refuses or neglects to commence such repairs and complete the same with
reasonable dispatch after such demand, Landlord may (but shall not be obligated
to) make or cause such repairs to be made and shall not be responsible to Tenant
for any loss or damage that may accrue to Tenant's stock or business by reason
thereof. If Landlord makes or causes such repairs to be made, Tenant agrees that
Tenant will forthwith, on demand, pay to Landlord the cost thereof, and if
Tenant shall fail to so reimburse Landlord upon demand, Landlord shall have the
remedies provided for the nonpayment of rent or other charges payable hereunder.

6.5. FLOOR LOAD - HEAVY MACHINERY; OCCUPANT DENSITY.

     6.5.1. Tenant shall not place a load upon any floor in the Premises
exceeding the floor load per square foot of area which such floor was designed
to carry and which is allowed by law. Landlord reserves the right to prescribe
the weight and position of all business machines and mechanical equipment,
including safes, which shall be placed so as to distribute the weight. Business
machines and mechanical equipment shall be placed and maintained by Tenant at
Tenant's expense in settings sufficient, in Landlord's judgment, to absorb and
prevent vibration, noise and annoyance. Tenant shall not move any safe, heavy
machinery, heavy equipment, freight, bulky matter or fixtures into or out of the
Building without Landlord's prior consent.

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

                                       13

<PAGE>

     6.5.3. Tenant shall maintain a ratio of not more than one Occupant (as
defined below) for each two hundred (200) square feet of Rentable Floor Area of
the Premises, or as required by applicable state or local building code, if
greater. Upon request by Landlord, Tenant shall maintain on a daily basis an
accurate record of the number of employees, visitors, contractors and other
people that visit the Premises (collectively "Occupants"). Landlord shall have
the right to audit Tenant's Occupant record and, at Landlord's option, Landlord
shall have the right to periodically visit the Premises without advance notice
to Tenant in order to track the number of Occupants arriving at the Premises.
For purposes of this section, "Occupants" shall not include people not employed
by Tenant that deliver or pick up mail or other packages at the Premises,
employees of Landlord or employees of Landlord's agents or contractors. Tenant
acknowledges that increased numbers of Occupants causes additional wear and tear
on the Premises and the common areas, additional use of electricity, water and
other utilities, and additional demand for other Building services.

7.   SERVICES; UTILITY CHARGES
     -------------------------

7.1. LANDLORD'S SERVICES.

     7.1.1. Landlord covenants during the Term:

     (a)    To furnish, through Landlord's employees or independent contractors,
            electricity (for lights, convenience receptacles, and normal office
            machines and equipment in the Premises, subject to Section 7.2
            below, and for the common areas and facilities), heat, air
            conditioning and ventilation and general cleaning and janitorial
            services to a level customarily provided by operators of buildings
            such as the Building (to the Premises and interior common areas); it
            is understood, however, that heat, air conditioning and ventilation
            and certain other services shall only be furnished during Normal
            Building Operating Hours. Notwithstanding the foregoing, Tenant's
            use of the separate 1.5 ton HVAC unit serving the so-called
            "Training Room" or the separate 7.5 ton HVAC unit serving the
            so-called "Server Room" shall not be limited to Normal Building
            Operating Hours or subject to any after hours fees or charges but
            shall be included in Electrical Charge or Operating Costs pursuant
            to the terms of this Lease; and

     (b)    To furnish, through Landlord's employees or independent contractors,
            additional Building operation services upon reasonable advance
            request of Tenant at rates from time to time established by Landlord
            to be paid by Tenant provided the same may be reasonably and
            conveniently provided by Landlord. Tenant hereby agrees to pay to
            Landlord the cost of such additional services as additional rent
            upon demand by Landlord.

     7.1.2. Landlord has made arrangements for the operation of a cafeteria food
service facility (the "Cafeteria") in the Building. The Cafeteria will be
available for use by Tenant and its employees, together with others, during its
hours of operation and in accordance with any rules and regulations that may be
established concerning such use. Charges for food and other services provided at
the Cafeteria shall be as determined by the operator of the Cafeteria from time
to time in its sole discretion. It is understood and agreed that all use of the
Cafeteria and its facilities shall be at the sole risk of Tenant and the
employees and invitees using same, and, to the maximum extent permissible by
law, Tenant hereby releases Landlord from any liability in connection with such
use and indemnifies and holds Landlord harmless from and against any loss, cost,
liability, damage or expense occasioned by or in any way related to or arising
from the use of the Cafeteria by Tenant or Tenant's employees or by any other
party allowed to use same by Tenant or any of its employees. Landlord reserves
the right at any time or from time to

                                       14

<PAGE>

time, in its sole discretion, to discontinue the Cafeteria, or alter its size,
type, location or serving capacity, or its meals or hours of operation or any
other aspect thereof. Any losses incurred by Landlord in operating the Cafeteria
shall be included as part of the Operating Expenses for the Operating Year in
which such losses were incurred.

     7.1.3. All costs incurred by Landlord in connection with foregoing services
shall be included as part of the Operating Expenses.

7.2. UTILITY SERVICES AND CHARGES.

     7.2.1. The Tenant shall obtain directly from the supplier or utility
company any services (such as telephone service, or should it be separately
metered and provided as provided in Section 7.3 below, electrical service) not
provided to the Premises by Landlord, and Tenant shall pay all charges therefor
when due. If requested by Landlord, Tenant shall promptly provide Landlord with
evidence of such payment. If such utility company shall have a lien on the
Premises for nonpayment of such charges and Tenant shall fail at any time to
make payment of same, without limitation of Landlord's rights on account of such
failure, Tenant shall thereafter, if requested by Landlord, pay to Landlord,
when monthly Fixed Rent is next due and thereafter on Landlord's demand, an
amount reasonably estimated by Landlord to be sufficient to discharge any such
lien in the event of a further failure of Tenant to pay any such charges when
due. Landlord shall hold the amounts from time to time deposited under this
Section 7.2 as security for payment of such charges and may, without limitation
of remedies on account of Tenant's failure to make any subsequent payment of
such charges, use such amounts for such payments. Such amount or such portion
thereof as shall be unexpended at the expiration of this Lease shall, upon full
performance of all Tenant's obligations hereunder, be repaid to Tenant without
interest.

     7.2.2. Tenant shall not introduce to the Premises fixtures or equipment
which (individually or in the aggregate) exceed those used by the average office
tenant or overload the capacity of the electrical, heating, ventilating and air
conditioning, mechanical, plumbing or other utility systems serving the
Premises; such capacities shall be deemed overloaded if such use by Tenant
exceeds, on a square foot basis, the capacity of such systems; and in no event
shall the electrical usage at the Premises exceed 2 watts per square foot of
Rentable Floor Area of the Premises; provided that the 2 watt restriction shall
not apply to the Tenant's equipment in either the "Server Room" or the "Training
Room." If Tenant uses the Premises or installs fixtures or equipment in such a
manner as would so overload said systems, as reasonably determined by Landlord,
Tenant shall pay, as additional rent, within 10 days of billing therefor, the
cost of providing and installing any additional equipment, facilities or
services that may be required as a result thereof, and for any repairs or damage
resulting therefrom.

     7.2.3. All costs incurred by Landlord in connection with utility services
provided to the Premises shall be included as part of the Operating Expenses.

     7.2.4. Landlord shall not be responsible for any interruption of
electricity, oil, water, sewer, telephone, data or other utility or Building
services supplied to the Premises. Furthermore, Landlord shall not be liable for
loss of property or for injury to, or interference with, Tenant's business,
including, without limitation, loss of profits, however occurring, through or in
connection with or incidental to an interruption of any such services or
utilities. Landlord may comply with voluntary controls or guidelines promulgated
by any governmental entity relating to the use or conservation of energy, water,
gas, light or electricity or the reduction of automobile or other emissions
without creating any liability of Landlord to Tenant under this Lease.

                                       15

<PAGE>

7.3.     ELECTRICAL SERVICE AND ELECTRICAL CHARGE.

         7.3.1. It is understood that the electrical service for the Premises
(for lights and convenience outlets) is not currently separately metered from
service provided to other rentable spaces and common areas of the Building, and
Tenant shall pay to Landlord, as additional rent hereunder, within 10 days of
being billed therefor, the Electrical Charge (as defined in Section 1.2).
Landlord reserves the right, at any time during the Term, to install a monitor
or check meter to measure Tenant's consumption of electricity, in which event
Landlord shall calculate the Electrical Charge based on Tenant's actual usage of
electricity, rather than as provided in the previous sentence.

         7.3.2. Landlord may elect to collect the Electrical Charge in monthly
estimated payments (as reasonably estimated by Landlord from time to time), due
on the same date as monthly Fixed Rent installment payments are due hereunder,
with an appropriate additional payment or refund to be made following Landlord's
receipt of the actual bills for electrical usage during such Lease Year and the
determination of the Electrical Charge for such Lease Year.

         7.3.3. At any time during the Term, Landlord may elect to cause
electrical service to the Premises to be separately metered and provided
directly to the Tenant by the utility supplier, in which event (i) Tenant shall
make arrangements for such electrical service directly with the utility
supplier, and the provisions of subsection 7.2.1 shall be applicable, (ii)
Landlord shall have no further obligations to Tenant with respect to electrical
service to the Premises, and (iii) the Electrical Charge shall no longer be due
and payable.

8.       ADDITIONAL RENT FOR TAXES AND OPERATING EXPENSES
-        ------------------------------------------------

8.1.     TENANT'S PAYMENT OF ITS SHARE OF REAL ESTATE TAXES.

         8.1.1. For the purposes of this Section, the following terms shall have
the following meaning:

                           "Tax Year" shall mean the twelve-month period in use
                            --------
in the Town of Burlington for the purpose of imposing ad valorem taxes upon real
property. In the event that such Town changes the period of its tax year, "Tax
Year" shall mean a twelve-month period commencing on the first day of such new
tax year, and each twelve-month period commencing on the anniversary of such
date during the Term of this Lease.

                           "Taxes" shall mean all taxes and assessments of every
                            -----
kind and nature imposed, assessed or levied by a governmental authority on the
Property, including without limitation all real estate taxes, betterments,
assessments (ordinary and extraordinary), water rents, sewer, and other charges.
If taxes upon rentals or otherwise pertaining to the Property (including without
limitation any tax on rentals or income or any value added tax, so called) shall
be substituted, in whole or in part, for the present ad valorem real estate
taxes, or shall be assessed in addition thereto, then the term "Taxes" shall
include such substituted taxes, to the extent to which the same shall be a
substitute for present ad valorem real estate taxes, together with any such
additional taxes. The term "Taxes" shall not include any inheritance or estate
taxes, or any taxes on income to the extent applicable to Landlord's net income.

         8.1.2 In the event that the Taxes imposed with respect to the Property
shall be greater during any Tax Year (and in the event the Town shall first send
estimated tax bills, until a final bill is sent [at which time Tenant's share of
real estate taxes shall be recomputed], real estate taxes shall be such taxes as
shown on the estimated tax bill) than the Tax Base (as defined in Section 1.2),
Tenant shall pay to Landlord, as additional rent, the amount obtained by
multiplying the amount by which the Taxes exceed

                                       16

<PAGE>

the Tax Base by a fraction, the numerator of which is the Rentable Floor Area of
the Premises and the denominator of which is the Rentable Floor Area of the
Building.

     8.1.3. Landlord shall submit to Tenant a statement setting forth the amount
of such additional rent, and within 7 days after the delivery of such statement
(whether or not such statement shall be timely), Tenant shall pay to Landlord
the payment under subparagraph 8.1.2 above. So long as the Taxes, or any portion
thereof, shall be payable in installments, Landlord may submit such statements
to Tenant in similar installments. The failure by Landlord to send any statement
required by this subparagraph shall not be deemed to be a waiver of Landlord's
right to receive such additional rent.

     8.1.4. If the first day of the Tax Year in such Town of Burlington should
be changed after the Commencement Date so as to change the twelve-month period
comprising the Tax Year, or if the Tax Year shall be a period of time other than
twelve months, in determining the additional rent to be paid by Tenant under
this Section with respect to the Taxes payable by Tenant for any such Tax Year,
including a partial Tax Year, the Tax Amount shall be pro-rated on a per day
basis.

     8.1.5. Any betterment assessment, so-called "rent tax" or any other tax
levied or imposed by any governmental authority in addition to, in lieu of or as
a substitute for real estate taxes, shall nevertheless be deemed to be real
estate taxes for the purpose of this Section.

     8.1.6. Tenant's obligations to pay additional rent under this Section on
account of Taxes shall commence on the Commencement Date.

     8.1.7. If Tenant is obligated to pay any additional rent as aforesaid with
respect to any Tax Year or fraction thereof during the Term, then Tenant shall
pay, as additional rent, on the first day of each month of the next ensuing Tax
Year, estimated monthly tax escalation payments equal to 1/12 of the annualized
amount of additional rent payable hereunder for said previous Tax Year (or as
otherwise reasonably estimated by Landlord). Estimated monthly tax escalation
payments for each ensuing Tax Year shall be made retroactively to the first day
of the Tax Year in question.

     8.1.8. In the event that Landlord obtains an abatement, reduction or refund
of any Taxes for a Tax Year which Tenant was obligated to pay a share of the
increase in Taxes, then Tenant shall receive as a credit against its payment
obligations under this Section, its proportionate share of the net proceeds of
such abatement, reduction or refund (after deduction of all reasonable costs,
including legal and appraisal fees, incurred by Landlord in obtaining the same)
but only to the extent and not in excess of any payments made by Tenant for such
increase as required under this Section. Landlord shall be under no obligation
to seek such an abatement, reduction or refund. To the extent same are not
credited as aforesaid, any of Landlord's reasonable costs (including legal and
appraisal fees) incurred in attempting to obtain an abatement, reduction or
refund shall be deemed Operating Expenses hereunder. Tenant shall not contest by
any proceedings the assessed valuation of Landlord's Property or any part
thereof for purposes of obtaining a reduction of its assessment or of any taxes.

     8.1.9. Tenant shall pay prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment and all other personal
property of Tenant contained in the Premises or related to Tenant's use of the
Premises. If any of Tenant's personal property shall be assessed with Landlord's
real or personal property, Tenant shall pay to Landlord the taxes attributable
to Tenant within ten (10) days after receipt of a written statement from
Landlord setting forth the taxes applicable to Tenant's property.

                                       17

<PAGE>

8.2.     TENANT'S PAYMENT OF ITS SHARE OF OPERATING EXPENSES.

         8.2.1.   For the purposes of this Section, the following terms shall
have the following meanings:

                           "Operating Year" shall mean the calendar year, or
                            --------------
such other twelve-month period as Landlord may designate from time to time.

                           "Operating Expenses" shall mean all expenses incurred
                            ------------------
by or attributable to Landlord in operating and maintaining the Building and Lot
and their appurtenances, including but without limitation: premiums for fire,
casualty, liability, rental interruption and such other insurance as Landlord
may from time to time maintain with respect to the Lot and Building; security
expenses; compensation and all fringe benefits, worker's compensation insurance
premiums and payroll taxes paid by Landlord to, for or with respect to all
persons engaged in operating, maintaining, or cleaning of the Building, the
common areas of the Lot on which the Building is located and the other common
areas of the Office Park; steam, water, sewer, electric, gas, telephone and
other utility charges not billed directly to tenants by Landlord or the utility;
costs of building and cleaning supplies and equipment (including rental); cost
of maintenance, cleaning and repairs; cost of snow plowing or removal, or both
and care of landscaping and irrigation systems; the cost of operating,
replacing, modifying and/or adding improvements or equipment mandated by any
law, statute, regulation or directive of any governmental agency and any repairs
or removals necessitated thereby; the cost of installing intrabuilding network
cabling ("INC") and maintaining, repairing, securing and replacing existing INC;
payments to independent contractors under service contracts for cleaning,
operating, managing, maintaining and repairing the Building and said common
areas (which payments may be to affiliates of Landlord); all other expenses paid
in connection with the operation, cleaning, maintenance and repair of the
Building and said common areas, or either; reasonable reserves for the
replacement of equipment contained in and/or used in connection with the
operation of the Building; the amortized portion, properly attributable to the
Operating Year in question, of the cost, with interest thereon at a rate
reasonably determined by Landlord, of any capital repairs, improvements or
replacements made to the Building or the Property, by Landlord which, with
respect to capital improvements, are anticipated to result in a reduction in (or
minimize increases in) Operating Expenses or are required under any governmental
law or regulation not applicable to the Building as of the Commencement Date;
and a management fee based on a percentage of the gross rentals of the Building.
The Operating Expenses shall also include the Building's share (as reasonably
determined and allocated by Landlord) of: (i) the costs incurred by Landlord in
operating, maintaining, repairing, insuring and paying real estate taxes upon
any common facilities of the Office Park (including, without limitation, the
common facilities from time to time serving the Lot or Building in common with
other buildings or parcels of land), such as any so-called "loop" access roads,
retention ponds, sewer and other utility lines, amenities and the like; (ii)
shuttle bus service (if and so long as Landlord shall provide the same); (iii)
the actual or imputed cost of the space occupied by on-the-grounds building
attendant(s) and related personnel and the cost of administrative and or service
personnel whose duties are not limited solely to the Building and/or the Lot, as
allocated to the Building and/or Property by Landlord; and (iv) payments made by
Landlord under any easement, license, operating agreement, declaration,
restrictive covenant, or instrument pertaining to the payment or sharing of
costs among Office Park property owners.

         8.2.2. If, during any Operating Year (including the Operating Year used
for determining the Base Operating Expenses), less than 95% of the rentable area
of the Building is occupied, the Operating Expenses shall be equitably adjusted
by Landlord, on an item by item basis, as appropriate, to reflect Operating
Expenses based on 95% occupancy.

                                       18

<PAGE>

     8.2.3.  In determining the Base Operating Expenses, there shall be excluded
from the Operating Expenses for said Operating Year any non-recurring capital
expenditures.

     8.2.4.  After the expiration of each Operating Year, Landlord shall furnish
Tenant with a statement setting forth the Operating Expenses for such Operating
Year. Such statement shall be accompanied by a computation of the amount, if
any, of the additional rent payable to Landlord pursuant to this Section.

     8.2.5.  In the event the Operating Expenses during any Operating Year shall
be greater than the Base Operating Expenses (as defined in Section 1.2), Tenant
shall pay to Landlord, as additional rent, the amount obtained by multiplying
the amount by which the Operating Expenses exceed the Base Operating Expenses by
a fraction, the numerator of which is the Rentable Floor Area of the Premises
and the denominator of which is the Rentable Floor Area of the Building.

     8.2.6.  Said additional rent shall, with respect to the Operating Years in
which the Commencement Date and end of the Term of this Lease fall, be pro-rated
on a per day basis. If Landlord shall change its Operating Year, appropriate
adjustment shall be made for any Operating Year less than or greater than
twelve-months which may result.

     8.2.7.  Any additional rent payable by Tenant under this Section shall be
paid within 7 days after Landlord has furnished Tenant with the statement
described above.

     8.2.8.  Tenant's obligations to pay additional rent under this Section on
account of Operating Expenses shall commence on the Commencement Date.

     8.2.9.  If with respect to any Operating Year or fraction thereof during
the Term, Tenant is obligated to pay any additional rent as aforesaid, then
Tenant shall pay, as additional rent, on the first day of each month of the next
ensuing Operating Year, estimated monthly operating escalation payments equal to
1/12th of the amount of additional rent payable hereunder for said previous
Operating Year (or as otherwise reasonably estimated by Landlord). Estimated
monthly operating escalation payments for each ensuing Operating Year shall be
made retroactively to the first day of the Operating Year in question.

     8.2.10. Landlord shall permit Tenant, at Tenant's expense and during normal
business hours, but only one time with respect to any Operating Year, to review
Landlord's invoices and statements relating to the Operating Expenses for the
applicable Operating Year for the purpose of verifying the Operating Expenses
and Tenant's share thereof; provided that notice of Tenant's desire to so review
is given to Landlord not later than 30 days after Tenant receives an annual
statement from Landlord, and provided that such review is thereafter commenced
and prosecuted by Tenant with due diligence. Any Operating Expenses statement or
accounting by Landlord shall be binding and conclusive upon Tenant unless (i)
Tenant duly requests such audit within such 30-day period, and (ii) within 3
months after such audit request, Tenant shall notify Landlord in writing that
Tenant disputes the correctness of such statement, specifying the particular
respects in which the statement is claimed to be incorrect. Tenant shall have no
right to conduct a review or to give Landlord notice that it desires to conduct
a review at any time Tenant is in default under the Lease. The accountant
conducting the review shall be compensated on an hourly basis and shall not be
compensated based upon a percentage of overcharges it discovers. No subtenant
shall have any right to conduct a review, and no assignee shall conduct a review
for any period during which such assignee was not in possession of the Premises.
Tenant agrees that the results of any Operating Expense review shall be kept
strictly confidential by Tenant and shall not be disclosed to any other person
or entity.

                                       19

<PAGE>

9.       INDEMNITY AND INSURANCE
-        -----------------------

9.1.     INDEMNITY.

         9.1.1. To the maximum extent this agreement may be made effective
according to law, Tenant shall indemnify and save harmless Landlord (together
with its officers, directors, stockholders, partners, beneficial owners,
trustees, managers, members, employees, agents, contractors, attorneys, and
mortgagees) from and against all claims of whatever nature arising from: (i) any
act, omission or negligence of Tenant, or Tenant's contractors, licensees,
invitees, agents, servants or employees ("Tenant's Agents"), or any default or
failure to perform an obligation by Tenant hereunder; or (ii) any accident,
injury, damage or loss whatsoever caused to any person or property during the
Term, and thereafter, so long as Tenant is in occupancy of any part of the
Premises, and occurring in the Premises, or arising out of the use and occupancy
of the Premises by Tenant and Tenant's Agents; or (iii) any accident, injury,
damage or loss occurring outside of the Premises, where such accident, injury,
damage or loss results or is claimed to have resulted from the act, omission or
negligence of Tenant or Tenant's Agents. Tenant's obligations hereunder shall
include any other matters for which Tenant has agreed to indemnify Landlord
pursuant to any other provision of this Lease.

         9.1.2. Landlord shall indemnify and save harmless Tenant (together with
its officers, directors, stockholders, partners, beneficial owners, trustees,
managers, members, employees, agents, contractors and attorneys) from and
against all claims of whatever nature arising from any act, omission or
negligence of Landlord, or Landlord's contractors, licensees, invitees, agents,
servants or employees.

         9.1.3. This indemnity and hold harmless agreement shall include
indemnity against all costs, expenses and liabilities incurred in or in
connection with any such claim or proceeding brought thereon and providing a
defense, with counsel reasonably satisfactory to Landlord, at Tenant's sole
expense, within ten (10) days after written demand from Landlord, of any claims,
action or proceeding arising out of or relating hereto whether or not litigated
or reduced to judgment and whether or not well founded.

9.2.     INSURANCE.

         9.2.1. Tenant shall obtain and keep in force and effect during the
Term, at its own cost and expense, public liability and property damage
insurance, on an occurrence basis, including a broad form commercial general
liability endorsement, a contractual liability endorsement and host liquor
liability coverage, such insurance to afford protection in an amount of not less
than $5,000,000 for injury, death, property damage or other loss arising out of
any one occurrence, protecting Tenant as insured, and naming Landlord,
Landlord's mortgagees, property managers and managing agents as additional
insureds, against any and all claims for bodily injury, personal injury, death,
property damage or other loss occurring in, upon, adjacent to or connected with
the Premises or any part thereof and contain the "Amendment of the Pollution
Exclusion" for damage caused by heat, smoke or fumes from a hostile fire. The
policy shall not contain any intra-insured exclusions as between insured persons
or organizations, but shall include coverage for liability assumed under this
Lease as an "insured contract" for the performance of Tenant's indemnity
obligations under this Lease. After the second anniversary of the Commencement
Date, Landlord may from time to time thereafter during the Term increase the
coverages required of Tenant hereunder to that customarily carried in the area
in which the Premises are located on property similar to the Premises.

         9.2.2. Tenant further agrees to maintain: (i) workers' compensation and
employers' liability insurance with a limit of liability as required by law to
be maintained; and (ii) so called "Special Form" insurance coverage for all of
its contents, furniture, furnishings, equipment, improvements, fixtures and

                                       20

<PAGE>

personal property located at the Premises providing protection in an amount
equal to one hundred percent (100%) of the replacement cost basis of said items.
If this Lease is terminated as the result of a casualty in accordance with
Section 11, the proceeds of said insurance attributable to the replacement of
all tenant improvements installed at the Premises by Landlord or at Landlord's
cost shall be paid to Landlord.

        9.2.3. The insurance required hereunder shall be written in form and
substance satisfactory to Landlord by a good and solvent insurance company of
recognized standing, admitted to do business in Massachusetts, with a general
policyholder's rating of not less than A- and financial rating of not less than
Class XIII (as rated in the most current Best's Insurance Reports), which
company shall be reasonably satisfactory to Landlord. Tenant shall procure,
maintain and place such insurance and pay all premiums and charges therefor, and
upon failure to pay all premiums and charges (and without limiting any other
remedies on account thereof), Landlord may, but shall not be obligated to,
procure, maintain and place such insurance or make such payments, and in such
event, Tenant agrees to pay the amount thereof to Landlord on demand, as
additional rent hereunder.

        9.2.4. Tenant shall cause to be included in all such insurance policies
a provision to the effect that the same will be non-cancelable except upon 30
days written notice to Landlord. Prior to the Commencement Date, the original
insurance policies, or appropriate certificates of same (at Landlord's
reasonable election) shall be deposited with the Landlord. Any renewals,
replacements and endorsements shall also be deposited with Landlord, in the case
of renewals, same shall be so deposited at least 30 days prior to the expiration
of the prior policy.

9.3.    TENANT'S RISK.

To the maximum extent this Agreement may be made effective according to law,
Tenant agrees its use and occupancy of the Premises shall be at Tenant's sole
risk; and Landlord shall have no responsibility or liability for any loss of or
damage to furniture, fixtures, equipment or other personal property of Tenant
for any reason whatsoever; and Landlord shall not be responsible or liable for
any loss or damage resulting to Tenant or those claiming by, through or under
Tenant, or its or their property, from the breaking, bursting, stopping or
leaking of electric cables and wires, water, gas, sewer or steam pipes,
sprinklers, and from roof leaks and the like. The provisions of this Section
shall be applicable from and after the execution of this Lease, and until the
end of the Lease Term, and during such further period as Tenant may use or be in
occupancy of any part of the Premises or of the Building.

9.4.    INJURY CAUSED BY THIRD PARTIES.

To the maximum extent this agreement may be made effective according to law,
Tenant agrees that Landlord shall not be responsible or liable to Tenant, or to
those claiming by, through or under Tenant, for any loss or damage that may be
occasioned by or through the acts or omissions of any third parties, including
without limitation persons occupying adjoining premises or any part of the
premises adjacent to or connecting with the Premises or any part of the
Building, or otherwise.

10.     LANDLORD'S ACCESS TO PREMISES
---     -----------------------------

10.1.   LANDLORD'S RIGHT OF ACCESS.

Landlord shall have the right to enter the Premises after reasonable notice and
at all reasonable business hours and after normal business hours (provided no
notice shall be required in emergency situations or for scheduled or routine
entries for services such as janitorial services and bulb replacement) for the
purpose of inspecting or making repairs to the same (or to the Building), and
Landlord shall also have the right to

                                       21

<PAGE>


make access available upon reasonable notice and at all reasonable hours to
prospective or existing mortgagees or purchasers of any part of the Building.

10.2.   EXHIBITION OF SPACE TO PROSPECTIVE TENANTS.

For a period of 12 months prior to the expiration of the Lease Term, and during
any period in which Landlord is considering exercising its recapture rights (as
provided in Section 5.2), or after Landlord has exercised same, Landlord may
have reasonable access to the Premises upon reasonable notice and at all
reasonable hours for the purpose of exhibiting the same to prospective tenants,
and may post suitable notice on the Premises advertising the same for rent.

10.3.   KEYS; CARD KEY ACCESS SYSTEM.

Landlord shall have the right to retain keys and electric codes or card keys to
the locks and card key access systems and other security systems on the entry
doors to the Premises and all interior doors at the Premises. If the
installation of a card key access system and related equipment is part of
Tenant's Improvements (installed at Tenant's expense), Landlord shall maintain
the card key system and issue and delete cards at no additional cost to Tenant.

11.     FIRE, EMINENT DOMAIN, ETC.
---     --------------------------

11.1.   FIRE OR OTHER CASUALTY.

        11.1.1. If the Premises or the Building are damaged in whole or in part
by any fire or other casualty (a "casualty"), the Tenant shall immediately give
notice thereof to the Landlord. Unless this Lease is terminated as provided
herein, the Landlord, at its own expense (except for any insurance deductibles,
which shall be deemed Operating Expenses), and proceeding with due diligence and
all reasonable dispatch, but subject to delays beyond the reasonable control of
Landlord, shall repair and reconstruct the same so as to restore the Premises
(but not any alterations or additions made by or for Tenant or any trade
fixtures, equipment or personal property of Tenant) to substantially the same
condition they were in prior to the casualty, subject to zoning and building
laws then in effect. Notwithstanding the foregoing, in no event shall Landlord
be obligated either to repair or rebuild if the damage or destruction results
from an uninsured casualty or if the costs of such repairing or rebuilding
exceeds the amount of the insurance proceeds (net of all costs and expenses
incurred in obtaining same) received by Landlord on account thereof. Landlord
shall not be liable for any inconvenience or annoyance to Tenant or injury to
the business of Tenant resulting from delays in repairing such damage. If such
damage or destruction occurs as a result of the negligence or the intentional
acts of Tenant or Tenant's employees, agents, contractors or invitees, and the
proceeds of insurance which are actually received by Landlord are not sufficient
to pay for the repair of all of the damage, Tenant shall pay, at Tenant's sole
cost and expense, to Landlord upon demand, the difference between the cost of
repairing the damage and the insurance proceeds received by Landlord.

        11.1.2  The Landlord shall, within 45 days after the occurrence of a
casualty, provide Tenant with a good faith estimate of the time required to
repair the damage to the Premises or the Building, as provided herein; if such
estimate is for a period of more than 270 days from the occurrence of the
casualty (or during the last 18 months of the Term, for a period of more than 90
days), the Premises shall be deemed "substantially damaged". If the Premises or
the Building are substantially damaged, Landlord may elect to terminate this
Lease by giving Tenant written notice of such termination within 60 days of the
date of such casualty; and if the Premises or the Building are substantially
damaged, and if as a result

                                       22

<PAGE>


the Premises are rendered untenantable for the Permitted Use, then Tenant may
terminate this Lease by giving Landlord written notice of such termination
within 60 days of the date of such casualty.

        11.1.3. For so long as such damage results in material interference with
the operation of Tenant's use of the Premises which material interference causes
Tenant to be unable to use the Premises, the Fixed Rent and additional rent
payable by Tenant shall abate or be reduced proportionately for the period,
commencing on the day following such material interference and continuing until
the Premises has been substantially restored. Notwithstanding the foregoing, if
such casualty was due to the fault or neglect of Tenant or Tenant's employees,
contractors or agents, such abatement or reduction shall be made only if and to
the extent of any proceeds of rental interruption insurance actually received by
Landlord and allocated to the Premises.

        11.1.4. If the Premises are damaged by a casualty, and the Lease is not
terminated as provided herein, the Tenant, at its own expense, and proceeding
with all reasonable dispatch, shall repair and reconstruct all of the
improvements, alterations and additions made to the Premises by or for Tenant,
including any non-building standard portions of the Tenant's Improvements, and
any trade fixtures, equipment or personal property of Tenant which shall have
been damaged or destroyed.

11.2.   EMINENT DOMAIN.

        11.2.1. In the event of any condemnation or taking in any manner for
public or quasi-public use, which shall be deemed to include a voluntary
conveyance in lieu of a taking (a "taking") of the whole of the Property, this
Lease shall forthwith terminate as of the date when Tenant is required to vacate
the Premises.

        11.2.2. Unless this Lease is terminated as provided herein, the
Landlord, at its own expense, and proceeding with due diligence and all
reasonable dispatch, but subject to delays beyond the reasonable control of
Landlord, shall restore the remaining portion of the Premises (but not any
alterations or improvements made by or for Tenant, including the Tenant's
Improvements, or any trade fixtures, equipment or personal property of Tenant)
and the necessary portions of the Property as nearly as practicable to the same
condition as it was prior to such taking, subject to zoning and building laws
then in effect. Notwithstanding the foregoing, Landlord's obligation to restore
the remaining portion of the Premises shall be limited to the extent of the
condemnation proceeds (net of all costs and expenses incurred in connection with
same) received by Landlord on account thereof. Landlord shall not be liable for
any inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting from delays in restoring the Premises.

        11.2.3. In the event that only a part of the Premises or the Property
shall be taken, then, if such taking is a substantial taking (as hereinafter
defined), either Landlord or Tenant may by delivery of notice in writing to the
other within 60 days following the date on which Landlord's title has been
divested by such authority, terminate this Lease, effective as of the date when
Tenant is required to vacate any portion of the Premises or appurtenant rights.
A "substantial taking" shall mean a taking which: requires restoration and
repair of the remaining portion of the Property that cannot in the ordinary
course be reasonably expected to be repaired within 180 days; results in the
loss of reasonable access to the Premises; results in the loss of more than 25%
of the rentable floor area of the Premises; or results in loss of parking or of
facilities in the Building and Landlord reasonably determines it is not
practical to relocate such parking or relocate and reconnect such facilities
within the remaining Building or Property.

        11.2.4  If this Lease is not terminated as aforesaid, then this Lease
shall continue in full force and effect, provided if as a result of which there
is material interference with the operation of Tenant's use of

                                       23

<PAGE>


the Premises, then the Fixed Rent and additional rent payable by Tenant shall be
justly and equitably abated and reduced according to the nature and extent of
the loss of use thereof suffered by Tenant.

        11.2.5. Landlord shall have and hereby reserves and accepts, and Tenant
hereby grants and assigns to Landlord, all rights to recover for damages to the
Building, the Lot, and the leasehold interest hereby created (including any
award made for the value of the estate vested by this Lease in Tenant), and to
compensation accrued or hereafter to accrue by reason of such taking, and by way
of confirming the foregoing, Tenant hereby grants and assigns, and covenants
with Landlord to grant and assign, to Landlord all rights to such damages of
compensation. Nothing contained herein shall be construed to prevent Tenant from
prosecuting in any condemnation proceedings a separate claim for the value of
any of Tenant's personal property and for relocation expenses and business
losses, provided that such action shall not affect the amount of compensation
otherwise recoverable by Landlord from the taking authority.

12.     DEFAULT
---     -------

12.1.   TENANT'S DEFAULT.

The following shall be deemed to be defaults hereunder:

        (a)  Tenant's failure to pay Fixed Rent or monthly installments of
             additional rent on or before the first (1st) day of each month; or

        (b)  Tenant's failure to pay additional rent (except monthly
             installments thereof) or any other charges for which provision is
             made herein on or before the date on which the same become due
             and payable; or

        (c)  Tenant's failure to perform or observe any other covenants, terms
             or conditions contained in this Lease, which failure is not cured
             within 30 days after notice from Landlord thereof (unless such
             notice is barred or prohibited by law without court approval
             (e.g. bankruptcy) in which event Tenant shall have the benefit of
             the cure period without such notice); or

        (d)  If the estate hereby created shall be taken on execution or by
             other process of law, or if Tenant shall be judicially declared
             bankrupt or insolvent according to law, or if any assignment
             shall be made of the property of Tenant for the benefit of
             creditors, or if a receiver, guardian, conservator, trustee in
             involuntary bankruptcy or other-similar officer shall be
             appointed to take charge of all or any substantial part of
             Tenant's property by a court of competent jurisdiction, or if a
             petition shall be filed for the reorganization of Tenant under
             any provisions of the Bankruptcy Code now or hereafter enacted or
             if Tenant shall file a petition for such reorganization or for
             arrangements under any provision of the Bankruptcy Code now or
             hereafter enacted and providing a plan for a debtor to settle,
             satisfy or extend the time for payment of debts (references
             herein to Tenant shall include any guarantor of Tenant's
             obligations hereunder); or

        (e)  The discovery by Landlord that any financial statement,
             representation or warranty given to Landlord by Tenant, or by any
             guarantor of Tenant's obligations hereunder, was materially false
             at the time given. Tenant acknowledges that Landlord has entered
             into this Lease in material reliance on such information; or

        (f)  If Tenant is a corporation or a partnership, the dissolution or
             liquidation of Tenant; or

                                       24





<PAGE>


         (g)  If Tenant's obligations under this Lease are guaranteed: (i) the
              death of a guarantor, (ii) the termination of a guarantor's
              liability with respect to this Lease other than in accordance
              with the terms of such guaranty, (iii) a guarantor's becoming
              insolvent or the subject of a bankruptcy filing, (iv) a
              guarantor's refusal to honor the guaranty, or (v) a guarantor's
              breach of its guaranty obligation on an anticipatory breach
              basis.

12.2.   REMEDIES.

        12.2.1. In the event any default shall occur (notwithstanding any
license of a former breach of covenant or waiver of the benefit hereof or
consent in a former instance), Landlord lawfully may, immediately or at any time
thereafter, and without demand or notice: enter into and upon the Premises or
any part thereof in the name of the whole and repossess the same as of
Landlord's former estate, and expel Tenant and those claiming through or under
Tenant and remove its or their effects (in accordance with applicable law)
without being guilty of any manner of trespass, and without prejudice to any
remedies which might otherwise be used for arrears of rent or preceding breach
of covenant; and, with or without making such entry as aforesaid, Landlord shall
have the right, by suitable notice to Tenant, forthwith to terminate this Lease.

        12.2.2. Tenant covenants and agrees, notwithstanding any entry or
re-entry by Landlord, whether by summary proceedings or otherwise, and
notwithstanding any such termination, to pay and be liable for, on the days
originally fixed herein for the payment thereof, amounts equal to the several
installments of rent and other charges reserved as they would, under the terms
of this Lease, become due if this Lease had not been terminated or if Landlord
had not entered or re-entered, as aforesaid, and whether the Premises be relet
or remain vacant, in whole or in part, or for a period less than the remainder
of the term, and for the whole thereof. Tenant shall also be liable for the cost
of any other amounts due to Landlord as a result of any Tenant's Improvements
including the unamortized costs of same and any construction management fees or
costs relating thereto. In the event the Premises be relet by Landlord, Tenant
shall be entitled to a credit in the net amount of rent and other charges
received by Landlord in reletting, after deduction of all expenses incurred in
reletting the premises (including, without limitation, remodeling and repair
costs, brokerage fees, advertising costs, inspection fees, free rent and rental
concessions, tenant allowances, and attorneys' fees and costs, and the like),
and in collecting the rent in connection therewith, in the following manner:

        Amounts received by Landlord after reletting shall first be applied
        against such Landlord's expenses, until the same are recovered, and
        until such recovery, Tenant shall pay, as of each day when a payment
        would fall due under this Lease, the amount which Tenant is obligated
        to pay under the terms of this Lease (Tenant's liability prior to any
        such reletting and such recovery not in any way to be diminished as a
        result of the fact that such reletting might be for a rent higher than
        the rent provided for in this Lease); when and if such expenses have
        been completely recovered, the amounts received from reletting by
        Landlord as have not previously been applied shall be credited against
        Tenant's obligations as of each day when a payment would fall due
        under this Lease, and only the net amount thereof shall be payable by
        Tenant. Further, amounts received by Landlord from such reletting for
        any period shall be credited only against obligations of Tenant
        allocable to such period, and shall not be credited against
        obligations of Tenant hereunder accruing subsequent or prior to such
        period, nor shall any credit of any kind be due for any period after
        the date when the term of this Lease is scheduled to expire according
        to its terms.

As an alternative, at the election of Landlord, Tenant will upon such
termination, pay to Landlord, as damages, such a sum as at the time of such
termination represents the amount of the excess, if any, of the then value of
the total rent and other benefits which would have accrued to Landlord under
this Lease for

                                       25

<PAGE>

the remainder of the Lease Term if the Lease terms had been fully complied with
by Tenant over and above the then cash rental value (in advance) of the Premises
for the balance of the term. For the purposes of this Section, if Landlord
elects to require Tenant to pay damages in accordance with this subsection, the
total rent shall be computed by assuming that Tenant's share of additional rent
would be, for the balance of the unexpired term, the amount thereof (if any) for
the immediately preceding annual period payable by Tenant to Landlord.

         12.2.3.  In lieu of any other damages or indemnity and in lieu of full
recovery by Landlord of all sums payable under all the foregoing provisions of
this Section, Landlord may, by written notice to Tenant, at any time after
termination of this Lease or repossession of the Premises, elect to recover, and
Tenant shall thereupon pay, Liquidated Damages. "Liquidated Damages" shall be
equal to (a) the aggregate of the Fixed Rent and additional rent accrued in the
twelve months ended next prior to such termination or repossession (but not more
that the Fixed Rent and additional rent due for the then remainder of the Term);
plus (b) the amount of rent of any kind and any amounts due from Tenant for the
cost of any Tenant's Improvements accrued and unpaid at the time of termination
or repossession. Nothing contained in this Lease shall, however, limit or
prejudice the right of Landlord to prove for and obtain in proceedings for
bankruptcy or insolvency by reason of the termination of this Lease, an amount
equal to the maximum allowed by any statute or rule of law in effect at the time
when, and governing the proceedings in which, the damages are to be proved,
whether or not the amount be greater, equal to, or less than the amount of the
loss or damages referred to above.

         12.2.4.  Without limiting any of Landlord's rights and remedies
hereunder, and in addition to all other amounts Tenant is otherwise obligated to
pay, it is expressly agreed that Landlord shall be entitled to recover from
Tenant all costs and expenses, including reasonable attorney's fees incurred by
Landlord in enforcing this Lease from and after Tenant's default.

12.3.    INTEREST ON LATE PAYMENTS.

If any payment of Fixed Rent, additional rent or any other payment payable
hereunder by Tenant to Landlord shall not be paid within five (5) days of when
due, the same shall bear interest from the date when the same was payable until
the date paid at the lesser of (a) 18% per annum, compounded monthly, or (b) the
highest lawful rate of interest which Landlord may charge to Tenant without
violating any applicable law. Such interest shall constitute additional rent
payable hereunder and be payable upon demand therefor by Landlord.

12.4.    LANDLORD'S DEFAULT.

Landlord shall in no event be in default in the performance of any of Landlord's
obligations hereunder unless and until Landlord shall have failed to perform
such obligations within 30 days, or such additional time as is reasonably
required to correct any such default so long as Landlord diligently prosecutes
such correction, after notice by Tenant to Landlord properly specifying wherein
Landlord has failed to perform any such obligation.

12.5.    COSTS OF ENFORCEMENT.

Landlord and Tenant shall each pay all reasonable costs and expenses (including
without limitation reasonable attorney's fees) incurred by the other party in
enforcing the other party's obligations or its rights under this Lease, provided
such other party prevails in enforcing such obligations or rights, such costs
not to accrue for the purposes hereof until the expiration of any notice and
cure period with respect to such default.

                                       26

<PAGE>

12.6.    BANKRUPTCY AND INSOLVENCY.

If the estate created hereby shall be taken in execution, or by other process of
law, or if Tenant shall be declared bankrupt or insolvent, according to law, or
if any receiver be appointed for the business and property of Tenant, or if any
assignment shall be made of Tenant's property for the benefit of creditors (and
as to such matters involuntarily taken against Tenant, Tenant has not within
sixty (60) days thereof obtained a release or discharge therefrom), then this
Lease may be canceled at the option of Landlord. If, as a matter of law,
Landlord has no right upon the bankruptcy of Tenant to terminate this Lease
then, the rights of Tenant, as debtor, or its trustee, shall be deemed abandoned
or rejected unless Tenant, as debtor, or its trustee, (a) within sixty (60) days
after the date of the order for relief under Chapter 7 of the Bankruptcy Code or
sixty (60) days after the date the petition is filed under Chapter 11 of the
Bankruptcy Code assumes in writing the obligations under this Lease, (b) cures
or adequately assures the cure of all defaults existing under this Lease on
Tenant's part within such sixty (60) days, and (c) furnishes adequate assurance
of future performance of the obligations of Tenant under this Lease. Adequate
assurance of curing defaults means the posting with Landlord of a sum in cash
sufficient to defray the costs of such cure. Adequate assurance of future
performance of the Tenant's obligations under this Lease means increasing the
security deposit by an amount equal to six (6) Monthly Installments of Fixed
Rent.

Tenant shall not be permitted to assume and assign this Lease in connection with
any bankruptcy or insolvency proceedings without full and complete compliance
with the following provisions: (a) Landlord is provided with the following
information regarding the party desiring to assume the Lease ("Assumptor") which
Landlord in its sole and absolute discretion deems sufficient (a) organizational
information regarding the Assumptor (2) audited financial statements for the
three (3) most recent fiscal years, and (3) such other information as Landlord
deems appropriate, (b) Landlord determines that the use of the Demised Premises
by the intended Assignee is compatible with the character of the Building, (c)
all existing defaults under this Lease are cured at least ten (10) days prior to
any hearings in connection with Tenant's request to assume and assign the Lease,
(d) the Assumptor at any such hearing provides adequate assurance of its future
performance of the Lease as determined by Landlord in its sole and absolute
discretion, which adequately assurance shall include at least the following: (1)
posting of security deposit equal to six (6) Monthly Installments of Fixed Rent,
if such was not already posted by Tenant, (2) paying in advance to Landlord the
next six (6) Monthly Installments of Fixed Rent, or posting an irrevocable
letter of credit for such amount, (3) establishing with Landlord an escrow in
advance for the full cost of all real estate taxes, and insurance, as required
under the Lease for the next twelve (12) months of the Lease and thereafter on
an annual basis in advance, and (4) providing Landlord with an unconditional
continuing guarantee of the Lease executed by the owners or officers of the
Assumptor as determined by Landlord in its sole and absolute discretion, and (5)
the Assumptor executes a written agreement assuming the Lease and such Lease
amendments as are necessary, which agreements and amendments are satisfactory to
Landlord in its sole and absolute discretion.

13.      MISCELLANEOUS PROVISIONS
--       ------------------------

13.1.    EXTRA HAZARDOUS USE.

Tenant covenants and agrees that Tenant will not do or permit anything to be
done in or upon the Premises or the Property, or bring in anything or keep
anything therein which shall increase the rate of insurance on the Premises or
on the Property above the standard rate applicable to premises being occupied
for the use to which Tenant has agreed to devote the Premises; and Tenant
further agrees that in the event that Tenant shall do any of the foregoing,
Tenant will promptly pay to Landlord, on demand, any such increase resulting
therefrom which shall be due and payable as additional rent hereunder.

                                       27

<PAGE>

13.2.    WAIVER.

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

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

13.3.    COVENANT OF QUIET ENJOYMENT.

Tenant, upon payment of the rent and the observing, keeping and performing all
of the covenants, terms and provisions of this Lease on Tenant's part to be
observed, kept and performed, shall lawfully, peaceably and quietly have, hold,
occupy and enjoy the Premises during the term hereof, without hindrance or
ejection by any persons lawfully claiming under Landlord to have title to the
Premises superior to that of Tenant, subject, however, to the rights of the
holders of mortgages on the Property, and subject to the terms and conditions of
this Lease. The foregoing covenant of quiet enjoyment is in lieu of any other
covenant, expressed or implied.

13.4.    LANDLORD'S LIABILITY.

         13.4.1.  It is understood and agreed that the obligations, covenants or
liabilities of Landlord contained in this Lease shall be binding upon Landlord
and Landlord's successors only with respect to breaches occurring during
Landlord's and Landlord's successors' respective ownership of Landlord's
interest hereunder. Further, Tenant specifically agrees to look solely to
Landlord's then equity interest in the Building at the time owned, or in which
Landlord holds an interest as ground lessee, for recovery of any judgment from
Landlord; it being specifically agreed that Landlord (original or successor and
their respective officers, directors, stockholders, partners, managers, members,
beneficial owners, trustees, employees, agents, contractors, attorneys, and
mortgagees), shall never be personally liable for any such judgment, or for the
payment of any monetary obligation to Tenant. The provision contained in the
foregoing sentence is not intended to, and shall not limit, any right that
Tenant might otherwise have to obtain injunctive relief against Landlord or
Landlord's successors in interest, or any action not involving the personal
liability of Landlord (original or successor) or not involving any claim in
monetary damages from Landlord's assets other than a claim limited to Landlord's
equity interest aforesaid in the Building. Notwithstanding any other provision
of this Lease to the contrary, in no event shall Landlord ever be liable for any
indirect, special or consequential damages suffered by Tenant or Tenant's Agents
from any cause whatsoever.

                                       28

<PAGE>

         13.4.2.  With respect to any services, including, without limitation,
electric current or water to be furnished by Landlord to Tenant, or obligations
to be performed by Landlord hereunder, Landlord shall in no event be liable for
failure to furnish or perform the same when (and the date for performance of the
same shall be postponed so long as Landlord is) prevented from doing so by
strike, lockout, breakdown, accident, order or regulation of or by any
governmental authority, or failure of supply, or inability by the exercise of
reasonable diligence to obtain supplies, parts or employees necessary to furnish
such services, or perform such obligations or because of war or other emergency,
or for any cause beyond Landlord's reasonable control, or for any cause due to
any act or neglect of Tenant or Tenant's Agents.

13.5.    NOTICE TO MORTGAGEE AND GROUND LESSOR.

After receiving notice from any person, firm or other entity that it holds a
mortgage which includes the Premises as part of the mortgaged premises, or that
it is the ground lessor under a lease with Landlord, as ground lessee, which
includes the Premises as part of the demised premises, no notice from Tenant to
Landlord shall be effective unless and until a copy of the same is given to such
holder or ground lessor, and the curing of any of Landlord's defaults by such
holder or ground lessor shall be treated as performance by Landlord. For the
purposes of this Lease, the term "mortgage" includes a mortgage on a leasehold
interest of the Landlord (but not one on Tenant's leasehold interest).

13.6.    ASSIGNMENT OF RENTS.

With reference to any assignment by Landlord of Landlord's interest in this
Lease, or the rents payable hereunder, conditional in nature or otherwise, which
assignment is made to the holder of a mortgage or ground lease on property which
includes the Premises, Tenant agrees:

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

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

13.7.    MECHANIC'S LIENS.

Tenant agrees immediately to discharge (either by payment or by the filing of
the necessary bond, or otherwise) any mechanics', materialmen's or other lien or
encumbrance against the Premises and/or Landlord's interest therein, which liens
may arise out of any payment due for, or purported to be due for,

                                       29

<PAGE>

any labor, services, materials, supplies or equipment alleged to have been
furnished to or for Tenant in, upon or about the Premises. If Tenant shall fail
to so discharge such lien or encumbrance then, in addition to any other right or
remedy of Landlord, Landlord may, but shall not be obligated to, discharge same
(either by payment or by filing of the necessary bond or otherwise) and any
amount paid by Landlord for any of the aforesaid purposes, and all actual and
legal and other expenses of Landlord, including actual counsel fees, in or about
procuring the discharge of such lien, together with all necessary disbursements
in connection therewith, and together with interest thereon at the rate set
forth in Section 12.3 from the date of payment, shall be repaid by Tenant to
Landlord on demand, and if unpaid may be treated as additional rent.

13.8.    NO BROKERAGE.

Tenant warrants and represents that Tenant has not dealt with any broker other
than the Brokers, named in Section 1.2 hereof, in connection with the
consummation of this Lease, and in the event any claim is made against the
Landlord relative to dealings with brokers other than the Brokers, Tenant shall
defend the claim against Landlord with counsel reasonably satisfactory to
Landlord and save harmless and indemnify Landlord on account of loss, cost or
damage which may arise by reason of any such claim. Landlord shall pay all fees
and commissions due to Brokers as a result of this Lease transaction.

13.9.    INVALIDITY OF PARTICULAR PROVISIONS.

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

13.10.   PROVISIONS BINDING, ETC.

Except as herein otherwise provided, the terms hereof shall be binding upon and
shall inure to the benefit of the successors and assigns, respectively, of
Landlord and Tenant and, if Tenant shall be an individual, upon and to his
heirs, executors, administrators, successors and assigns. If two or more persons
are named as Tenant herein, each of such persons shall be jointly and severally
liable for the obligations of the Tenant hereunder, and Landlord may proceed
against any one without first having commenced proceedings against any other of
them. The reference contained to successors and assigns of Tenant is not
intended to constitute a consent to assignment by Tenant, but has reference only
to those instances in which Landlord may later give consent to a particular
assignment as required by those provisions of Section 5 hereof.

13.11.   RECORDING.

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

                                       30

<PAGE>

13.12.   NOTICES.

Whenever, by the terms of this Lease, notice shall or may be given either to
Landlord or to Tenant, such notice shall be in writing and shall be deemed duly
given if sent either (i) by registered or certified mail, postage prepaid,
return receipt requested, or (ii) by overnight mail service as provided by the
U.S. mail or by a nationally recognized private common carrier with provisions
for receipt of delivery, or (iii) by hand, and addressed as follows:

         (a)   If intended for Landlord, addressed to Landlord at the Present
               Mailing Address of Landlord (as set forth in Section 1.2 of this
               Lease) with a copy to Sherin and Lodgen LLP, 100 Summer Street,
               Boston, MA 02110 Attn: Robert M. Carney (or to such other address
               or addresses as may from time to time hereafter be designated by
               Landlord by like notice).

         (b)   If intended for Tenant: if given prior to the Commencement Date,
               addressed to Tenant at the Present Mailing Address of Tenant (as
               set forth in Section 1.2 of this Lease); and if given after the
               Commencement Date, addressed to Tenant at the Premises (or to
               such other address or addresses as may from time to time
               hereafter be designated by Tenant by like notice) and in any
               event with a copy to Davis Malm & D'Agostine P.C., One Boston
               Place, Boston, MA 02108 Attn: Kenneth J. Mickiewicz (or to such
               other address or addresses as may from time to time hereafter be
               designated by Tenant by like notice).

All such notices shall be effective when delivered in hand, or when deposited in
the United States mail within the continental United States or when sent by
overnight mail.

13.13.   WHEN LEASE BECOMES BINDING.

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

13.14.   PARAGRAPH HEADINGS.

The section and paragraph headings throughout this instrument are for
convenience and reference only, and the words contained therein shall in no way
be held to explain, modify, amplify or aid in the interpretation, construction
or meaning of the provisions of this Lease. This Lease shall be interpreted as
if it was prepared by both parties and ambiguities shall not be resolved in
favor of Tenant because all or a portion of this Lease was prepared by Landlord.
As used in this Lease the words tenant and landlord include the plural as well
as the singular. Words used in the neuter gender include the masculine and
feminine gender.

13.15.   RIGHTS OF MORTGAGEE.

This Lease shall be subordinate to any existing mortgage currently encumbering
the Premises and to any and all advances made or to be made thereunder and any
extensions, renewals or modifications thereof,

                                       31

<PAGE>

unless the holder of such mortgage elects to cause the Lease to be superior to
such mortgage. This Lease shall be subordinate to any future mortgages or ground
leases from time to time encumbering the Premises, executed or delivered
subsequent to the date of this Lease and to any and all advances made or to be
made thereunder and any extensions, renewals or modifications thereof (unless
the holder or ground lessor elects to cause the Lease to be superior to such
mortgage or ground lease), provided such mortgagee or ground lessor enters into
an agreement (upon such terms as are customarily required by institutional
lenders) recognizing Tenant under this Lease and providing that in the event of
a foreclosure Tenant shall remain undisturbed under this Lease if Tenant is not
in default (after applicable notice and grace periods) under any of the terms
and conditions of this Lease (a "nondisturbance agreement"). Tenant agrees to
execute such instruments of subordination in confirmation of the foregoing
agreement as such holder may request. Tenant hereby appoints such holder as
Tenant's attorney-in-fact to execute such subordination agreement upon default
of Tenant in complying with such holder's request. Landlord agrees to use
reasonable efforts to obtain a nondisturbance agreement from the holder of the
existing mortgage on the Premises.

13.16.   STATUS REPORT.

Recognizing that Landlord may find it necessary to establish to third parties,
such as accountants, banks, mortgagees, purchasers or the like, the then current
status of performance hereunder, Tenant, on the request of Landlord made from
time to time, will within 10 days of such request furnish to Landlord, or the
holder of any mortgage encumbering the Premises, or such other party, as the
case may be, a statement in form provided by Landlord, of the status of any
matter pertaining to this Lease, including, without limitation:

         (a)   That the Lease is unmodified and in full force and effect or, if
               there has been any modification, that the same is in full force
               and effect, as modified and stating any such modification;

         (b)   Whether or not there are any existing setoffs or defenses against
               the enforcement of any of the terms, agreements, covenants and
               conditions of this Lease and any modifications thereof on the
               part of Tenant to be performed or complied with, and if so,
               specifying the same;

         (c)   The date to which Fixed Rent and all additional rent and other
               charges have been paid; and

         (d)   Any other matters reasonably requested by the Landlord or such
               other party.

Any statement furnished pursuant to this Section may be relied upon by Landlord,
any mortgagee or ground lessee, any purchaser, or by any other third party
interested in the status of this Lease or the Premises.

13.17.   TENANT'S FINANCIAL CONDITION.

Tenant warrants and represents that all information furnished to Landlord or
Landlord's representatives in connection with this Lease are true and correct
and in respect of the financial condition of Tenant, properly reflect the same
without material adverse change, as of the date hereof. Upon Landlord's request,
which may be made no more often than semi-annually, Tenant shall furnish to
Landlord, at Tenant's sole cost and expense, then current financial statements
of Tenant, audited (if audited statements

                                       32

<PAGE>

have been recently prepared on behalf of Tenant, or otherwise certified as being
true and correct by the chief financial officer of Tenant).

13.18.   ADDITIONAL REMEDIES OF LANDLORD; SURVIVAL.

         13.18.1. Landlord shall have the right, but shall not be required to do
so, to pay such sums or do any act which requires the expenditure of monies
which may be necessary or appropriate by reason of the failure or neglect of
Tenant to perform any of the provisions of this Lease, and in the event of the
exercise of such right by Landlord, Tenant agrees to pay to Landlord forthwith
upon demand all such sums; and if Tenant shall default in such payment, Landlord
shall have the same rights and remedies as Landlord has hereunder for the
failure of Tenant to pay the Fixed Rent.

         13.18.2. Except as otherwise set forth herein, any obligations of
Tenant as set forth herein (including, without limitation, rental and other
monetary obligations, repair obligations and obligations to indemnify Landlord),
shall survive the expiration or earlier termination of this Lease, and Tenant
shall immediately reimburse Landlord for any expense incurred by Landlord in
curing Tenant's failure to satisfy any such obligation (notwithstanding the fact
that such cure might be effected by Landlord following the expiration or earlier
termination of this Lease).

13.19.   WAIVER OF COUNTERCLAIMS.

If Landlord commences any summary proceeding for nonpayment of Fixed Rent,
additional rent or any other payments due hereunder, Tenant hereby waives the
right to interpose any non-compulsory counterclaim of whatever nature or
description in any such proceeding; provided, however, that Tenant shall have
the right to bring a separate action against Landlord to the extent otherwise
allowed under this Lease as long as Tenant does not attempt to have such action
joined or otherwise consolidated with Landlord's summary proceeding.

13.20.   CONSENTS.

Except as otherwise specifically provided in this Lease, any consent or approval
to be given by Landlord under this Lease may be withheld or denied at Landlord's
sole and absolute discretion. Whenever in this Lease the consent or approval of
Landlord is required, and it is specifically provided that such consent or
approval is not to be unreasonably withheld, delayed or conditioned, but
nevertheless Landlord shall refuse or delay or condition such consent or
approval, Tenant shall not be entitled to make any claim, and Tenant hereby
waives any claim, for money damages (nor shall Tenant claim any money damages by
any setoff, counterclaim or defense) based upon any claim or assertion by Tenant
that Landlord unreasonably withheld or delayed or conditioned its consent or
approval; and Tenant's sole remedy in such circumstances shall be an action or
proceeding for specific performance, injunctive relief or declaratory judgment.

13.21.   HOLDING OVER.

If for any reason Tenant holds over or occupies the Premises beyond the Term,
Tenant shall have no more rights than a tenant by sufferance (or, at Landlord's
sole option, such holding over shall constitute a tenancy from month to month,
terminable by either party upon 30 days prior written notice to the other); and,
in any case, Tenant shall be liable for payment of rent during such period in an
amount equal to two times the rent (including Fixed Rent and all additional
rent) payable hereunder during the final year of the Term prior to such holding
over, for any month, or portion thereof, that Tenant so holds over or occupies
the Premises, with such tenancy otherwise on the same terms and conditions as
set forth in the Lease, as

                                       33

<PAGE>

far as applicable. In addition, if Tenant holds over beyond any such thirty (30)
day written notice, Tenant shall save Landlord, its agents and employees
harmless and will exonerate, defend and indemnify Landlord, its agents and
employees from and against any and all damages which Landlord may suffer on
account of such hold over. Nothing in this Section shall be construed to permit
such holding over, or to limit Landlord's other rights and remedies on account
thereof.

13.22.   NON-SUBROGATION.

Landlord and Tenant mutually agree that, with respect to any hazard which is
covered by insurance then being carried by them, respectively, the one carrying
such insurance and suffering such loss releases the other of and from any and
all claims with respect to such loss, to the extent of such coverage; and they
further mutually agree that their respective insurance companies shall have no
right of subrogation against the other on account thereof. Such waiver shall be
included in the policy, or such other party shall be named as an additional
insured in such policy, and the other party shall reimburse the party paying
such premium the amount of such extra premium. Each such policy which shall so
name a party hereto as an additional insured shall contain the agreement of the
insurer that the policy will not be canceled without at least 30 days notice to
both insureds and that the act or omission of on insured shall not invalidate
the policy as to the other insured.

13.23.   ENVIRONMENTAL HAZARDS.

         13.23.1. With the understanding that Landlord has made no environmental
site assessment or inspection of the Premises or Property, Landlord warrants and
represents that it has no knowledge of any Hazardous Matter (as defined below)
in or on the Premises or the Property that violates Environmental Requirements
(as defined below).

         13.23.2. Tenant and Tenant's Agents shall not use, maintain, generate,
allow or bring on the Premises or the Property or transport or dispose of, on or
from the Premises or the Property (whether into the ground, into any sewer or
septic system, into the air, by removal off-site or otherwise) any Hazardous
Matter (as hereinafter defined).

         13.23.3. Tenant shall promptly deliver to Landlord copies of any
notices, orders or other communications received from any governmental agency or
official affecting the Premises and concerning alleged violations of the
Environmental Requirements (hereinafter defined).

         13.23.4. Tenant shall save Landlord (together with its officers,
directors, stockholders, partners, beneficial owners, trustees, managers,
members, employees, agents, contractors, attorneys, and mortgagees) harmless and
indemnified from and against any and all Environmental Damages (hereinafter
defined) which may be asserted by Tenant, any other person or entity, or
government agency or which the indemnified parties may sustain or be put to on
account of: (1) the presence or release of any Hazardous Matter upon, in or from
the Premises during the Term and during any period when the Tenant, or Tenant's
Agents are occupying the Premises or any part thereof, unless proven to have
been caused by Landlord or Landlord's employees, agents or contractors; (2) the
presence or release of any Hazardous Matter upon, in or from the Property caused
by the act, omission or default of Tenant or Tenant's Agents; (3) the activities
or other action or inaction of Tenant or Tenant's Agents in violation of
Environmental Requirements; and (4) the breach of any of Tenant's obligations
under this Section 13.23.

         13.23.5  The provisions of this Section shall be in addition to any
other obligations and liabilities Tenant may have to Landlord under this Lease
or otherwise at law or in equity, and in the case of conflict between this
Section 13.23 and any other provision of this Lease, the provision imposing the
most

                                       34

<PAGE>

stringent requirement on Tenant shall control. The obligations of Tenant under
this Section 13.23 shall survive the expiration or termination of this Lease and
the transfer of title to the Premises.

         13.23.6. The following terms as used herein shall have the meanings set
forth below:

                  "Hazardous Matter" shall mean any substance: (i) which is or
                   ----------------
becomes defined as Hazardous Substance, Hazardous Waste, Hazardous Material or
Oil under The Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq., M.G.L. Chapter 21C, M.G.L. Chapter 21D or
M.G.L. Chapter 21E, and the regulations promulgated thereunder, as same may be
amended from time to time; or (ii) which is toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise
hazardous to health or the environment and which is or becomes regulated and the
presence of which requires investigation or remediation pursuant to any
applicable law.

                  "Environmental Requirements" shall mean all applicable law,
                   --------------------------
the provisions of any and all approvals, and the terms and conditions of this
Lease insofar as same relate to the release, maintenance, use, keeping in place,
transportation, disposal or generation of Hazardous Matter, including without
limitation those pertaining to reporting, licensing, permitting, health and
safety of persons, investigation, containment, remediation, and disposal.

                  "Environmental Damages" shall mean all liabilities, injuries,
                   ---------------------
losses, claims, damages (whether special, consequential or otherwise),
settlements, attorneys' and consultants' fees, fines and penalties, interest and
expenses, and costs of environmental site investigations, reports and cleanup,
including without limitation costs incurred in connection with: any
investigation or assessment of site conditions or of health of persons using the
Building or the Lot; risk assessment and monitoring; any cleanup, remedial,
removal or restoration work required by any governmental agency or recommended
by Landlord's environmental consultant; any decrease in value of Landlord's
Property; any damage caused by loss or restriction of rentable or usable space
in Landlord's Property; or any damage caused by adverse impact on marketing or
financing of Landlord's Property.

13.24.   SECURITY DEPOSIT.

Simultaneously with the execution and delivery of this Lease, Tenant shall
deliver to Landlord a security deposit (the "Security Deposit"), which Security
Deposit shall be in the Security Deposit Amount (as defined in Section 1.2) and
shall consist of a clean, irrevocable letter of credit satisfactory in form and
content to Landlord and issued by an FDIC insured bank reasonably satisfactory
to Landlord in favor of the Landlord. A form of letter of credit is attached
hereto as Exhibit D. During the Term hereof, and any extensions thereof, and for
60 days after the expiration of the Term, or for so long thereafter as Tenant is
in possession of the Premises or has unsatisfied obligations hereunder to
Landlord, the Security Deposit shall be security for the full and timely
performance of Tenant's obligations under this Lease; which letter of credit may
be drawn upon by Landlord and applied from time to time against outstanding
obligations of Tenant hereunder. Tenant shall have no right to require Landlord
to so apply the Security Deposit, nor shall Tenant be entitled to credit the
same against rents or other sums payable hereunder. Tenant shall cause said
letter of credit to be renewed, in identical form to that delivered herewith, no
later than 30 days prior to the date of expiration of same. Without limiting any
other remedies of Landlord, in the event that Tenant fails to renew any letter
of credit given hereunder at least 30 days prior to the date of expiration
thereof, then Landlord shall have the right to draw down the entire amount of
said letter of credit and hold such sums as a cash deposit If and to the extent
that Landlord makes such use of the Security Deposit, or any part thereof, the
sum so applied by Landlord (from cash or from a drawing on the letter of credit)
shall be restored to the Security Deposit, in cash or at Landlord's option a new
letter of credit in form and

                                       35

<PAGE>

substance satisfactory with Landlord, by Tenant upon notice from Landlord, and
failure to pay Landlord the amount to be so restored (within the grace period
applicable to Fixed Rent hereunder) shall be a default hereunder giving rise to
all of Landlord's rights and remedies applicable to a default in the payment of
rent. In the event of a change of circumstance relating to the bank issuing the
letter of credit, or if Landlord otherwise reasonably believes the financial
conditions of the issuing bank has been degraded, Landlord reserves the right to
require Tenant to replace the letter of credit from time to time with a
substitute letter of credit issued by another bank satisfactory to Landlord.
Notwithstanding the foregoing, Tenant shall have the right to provide as an
initial security deposit at the time of the execution of this Lease, a cash
deposit in the amount of $50,000 ("Cash Security Deposit"). Tenant shall cause
the Security Deposit, consisting of a satisfactory letter of credit as set forth
above, to be delivered to Landlord on or before December 31, 2001 and upon such
receipt Landlord shall return the Cash Security Deposit to Tenant.

13.25.   GOVERNING LAW.

The Lease shall be governed exclusively by the provisions hereof and by the laws
of the Commonwealth of Massachusetts as the same may from time to time exist.

13.26.   INTENTIONALLY OMITTED.

13.27.   SECURITY MEASURES.

Tenant acknowledges that Landlord shall have no obligation to provide guard
service or other security measures for the benefit of the Premises or the
Property, and Landlord shall have no liability to Tenant due to its failure to
provide such services. Tenant assumes all responsibility for the protection of
Tenant, its agents, employees, contractors and invitees and the property of
Tenant and of Tenant's agents, employees, contractors and invitees from acts of
third parties. Nothing herein contained shall prevent Landlord, at Landlord's
sole option, from implementing security measures for the Building or any part
thereof, in which event Tenant shall participate in such security measures and
the cost thereof shall be included within the definition of Operating Expenses,
and to the maximum extent permissible by law, Landlord shall have no liability
to Tenant and its agents, employees, contractors and invitees arising out of
Landlord's negligent provision of security measures. Landlord shall have the
right, but not the obligation, to require all persons entering or leaving the
Building to identify themselves to a security guard and to reasonably establish
that such person should be permitted access to the Building.

13.28.   EASEMENTS.

Landlord reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Landlord deems necessary or desirable,
and to cause the recordation of parcel maps and restrictions, so long as such
easements, rights, dedications, maps and restrictions do not unreasonably
interfere with the use of the Premises by Tenant. Tenant shall sign any of the
aforementioned documents within ten (10) days after Landlord's request and
Tenant's failure to do so shall constitute a material default by Tenant. The
obstruction of Tenant's view, air, or light by any structure erected in the
vicinity of the Property, whether by Landlord or third parties, shall in no way
affect this Lease or impose any liability upon Landlord.

13.29.   CHANGES TO PROPERTY.

Landlord shall have the right, from time to time, to make changes to the size,
shape, location, number and extent of the improvements comprising the Property
and to consent to changes in the Office Park

                                       36

<PAGE>

(hereinafter referred to collectively as "Changes") including, but not limited
to, the Building interior and exterior, the common areas and elements thereof,
elevators, escalators, restrooms, HVAC, electrical systems, communication
systems, fire protection and detection systems, plumbing systems, security
systems, parking control systems, driveways, entrances, parking spaces, parking
areas and landscaped areas. In connection with the Changes, Landlord may, among
other things, erect scaffolding or other necessary structures at the Property,
limit or eliminate access to portions of the Property, including portions of the
common areas, or perform work in the Building, which work may create noise, dust
or leave debris in the Building; provided such Changes shall not permanently and
materially adversely affect Tenant's use or occupancy of the Premises. Tenant
hereby agrees that such Changes and Landlord's actions in connection with such
Changes shall in no way constitute a constructive eviction of Tenant or entitle
Tenant to any abatement of rent. Although Landlord shall use commercially
reasonable efforts to minimize any material interference of Tenant's use or
occupancy of or access to the Premises, Landlord shall have no responsibility or
for any reason be liable to Tenant for any direct or indirect injury to or
interference with Tenant's business arising from the Changes, nor shall Tenant
be entitled to any compensation or damages from Landlord for any inconvenience
or annoyance occasioned by such Changes or Landlord's actions in connection with
such Changes.

13.30.   INCORPORATION OF PRIOR AGREEMENTS.

This Lease and the Exhibits hereto contain all agreements of the parties with
respect to the Lease of the Premises and any other matter mentioned herein. No
prior or contemporaneous agreement or understanding pertaining to any such
matter shall be effective. Except as otherwise stated in this Lease, Tenant
hereby acknowledges that no real estate broker nor Landlord or any employee or
agents of any of said persons has made any oral or written warranties or
representations to Tenant concerning the condition or use by Tenant of the
Premises or the Property or concerning any other matter addressed by this Lease.

13.31.   AMENDMENTS.

This Lease may be modified in writing only, signed by the parties in interest at
the time of the modification.

13.32.   COVENANTS.

This Lease shall be construed as though Landlord's covenants contained herein
are independent and not dependent and Tenant hereby waives the benefit of any
statute to the contrary. All provisions of this Lease to be observed or
performed by Tenant are both covenants and conditions.

13.33.   AUCTIONS.

Tenant shall not conduct, nor permit to be conducted, either voluntarily or
involuntarily, any auction upon the Premises or the Property. The holding of any
auction on the Premises or common areas in violation of this Section 13.33 shall
constitute a default hereunder.

13.34.   MERGER.

The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, or a termination by Landlord, shall not result in the
merger of Landlord's and Tenant's estates, and shall, at the option of Landlord,
terminate all or any existing subtenancies or may, at the option of Landlord,
operate as an assignment to Landlord of any or all of such subtenancies.

                                       37

<PAGE>

13.35.   AUTHORITY.

If Tenant is a corporation, limited liability corporation, trust, or general or
limited partnership, Tenant, and each individual executing this Lease on behalf
of such entity, represents and warrants that such individual is duly authorized
to execute and deliver this Lease on behalf of said entity, that said entity is
duly authorized to enter into this Lease, and that this Lease is enforceable
against said entity in accordance with its terms. If Tenant is a corporation,
trust or partnership, Tenant shall deliver to Landlord upon request evidence of
such authority satisfactory to Landlord.

13.36.   RELATIONSHIP OF PARTIES.

Nothing contained in this Lease shall be deemed or construed by the parties
hereto or by any third party to create the relationship of principal and agent,
partnership, joint venturer or any association between Landlord and Tenant.

13.37.   RIGHT TO LEASE.

Landlord reserves the absolute right to effect such other tenancies in the
Property as Landlord in its sole discretion shall determine, and Tenant is not
relying on any representation that any specific tenant or number of tenants will
occupy the Property.

13.38.   CONFIDENTIALITY.

Tenant acknowledges and agrees that the terms of this Lease are confidential.
Disclosure of the terms hereof could adversely affect the ability of Landlord to
negotiate other leases with respect to the Building and may impair Landlord's
relationship with other tenants of the Building. Tenant agrees that it and its
partners, officers, directors, employees, brokers, and attorneys, if any, shall
not disclose the terms and conditions of this Lease to any other person or
entity without the prior written consent of Landlord which may be given or
withheld by Landlord, in Landlord's sole discretion, except as required for
financial disclosures or securities filings. It is understood and agreed that
damages alone would be an inadequate remedy for the breach of this provision by
Tenant, and Landlord shall also have the right to seek specific performance of
this provision and to seek injunctive relief to prevent its breach or continued
breach.

13.39.   WAIVER OF JURY TRIAL.

LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY
CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION,
PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT
AGAINST LANDLORD ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S
USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE
ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY OR
OTHERWISE, NOW OR HEREAFTER IN EFFECT.

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

                                       38

<PAGE>

TENANT:
WORKGROUP TECHNOLOGY CORPORATION



By: /s/ Patrick H. Kareiva
    ----------------------------------------
Name: Patrick H. Kareiva
      --------------------------------------
Title: President/CEO
       -------------------------------------
         Hereunto duly authorized

By: ________________________________________
Name:_______________________________________
Title:______________________________________
         Hereunto duly authorized

LANDLORD:
BURLINGTON WOODS OFFICE TRUST NO. 1



By: /s/ William Finard
    ----------------------------------------
         William Finard, as Trustee and
         not individually

By: /s/ Deborah A. Ciolfi
    ----------------------------------------
         Deborah A. Ciolfi, as Trustee and
         not individually

                                       39


<PAGE>

                                    EXHIBIT A

                                  THE PREMISES
                                  ------------

                               Exhibit A (Page 1)

<PAGE>

                                    EXHIBIT B

                          CURRENT RULES AND REGULATIONS
                          -----------------------------

1.   Tenant will review the non-binding tenant manual provided prior to move-in
     at Building and will provide referenced forms including emergency contacts,
     designated tenant representative, and card access requests and will notify
     Landlord when changes in information occur.

2.   The entrances, vestibules, passages, corridors, halls, elevators and
     stairways shall not be encumbered nor obstructed by Tenant, Tenant's
     agents, servants, employees, licensees or visitors, or be used by them for
     any purpose other than ingress or egress to and from the Premises. Landlord
     reserves the right to reasonably restrict and regulate the use of
     aforementioned public areas of the Building by Tenant, Tenant's agents,
     employees, servants, licensees and visitors and by persons making
     deliveries to Tenant.

3.   After the conclusion of Tenant's initial move into the Premises, other
     movement in or out of the Building of furniture or office equipment which
     requires the use of elevators or stairways or the movement through the main
     Building entrance shall be restricted to the after business hours
     designated by Landlord. All such movement shall be under the supervision of
     Landlord and performed in the manner agreed upon between Tenant and
     Landlord by pre-arrangement before performance. Such pre-arrangement
     initiated by Tenant will include the determination by Landlord and subject
     to Landlord's reasonable discretion, relating to the time, method, and
     routing of the items' movement, as well as reasonable limitations imposed
     by safety, appearance or other reasonable concerns which may include the
     prohibition of equipment or any other item from being brought into the
     Building, as well as the method of the items' movement through the
     Building. Tenant shall assume with its contractors, all risk as to damage
     caused by any such movement or property being moved or injury to persons or
     public engaged or not engaged in such movement, including equipment,
     property, and personnel of Landlord if damaged or injured as a result of
     Tenant or its contractor's negligent or willful acts in connection with
     such Tenant arranged moving from the time of entering the property to the
     completion of work. Landlord shall not be liable for the acts of any person
     engaged in, or any damage or loss to any of said property or persons
     resulting from any act in connection with such moving performed by Tenant
     arrangement, except relating to Landlord's or its agent's or contractor's
     negligence or misconduct.

4.   After the conclusion of Tenant move-in, all deliveries, inclusive of
     packages, office supplies, etc., must be made via the freight elevator
     during normal business hours. Landlord's written approval must be obtained
     for any delivery made after business hours and Tenant will be responsible
     for the expense of the security attendant who monitors access to the
     Building during the period of such delivery.

5.   Tenant shall not permit the parking or standing of delivery vehicles to
     interfere with the use of any driveway, walk, parking area or other common
     areas.

6.   No hand trucks or delivery dollies, except those equipped with rubber tires
     and padded side guards, shall be used in any space, or in public halls of
     the building, either by Tenant or by jobbers or others in the delivery or
     receipt of merchandise.

7.   All deliveries to the Tenant must be accepted by Tenant. The Landlord and
     its agents or employees will not accept, sign for, or hold Tenant mail,
     packages, or deliveries.

                               Exhibit B (Page 1)





<PAGE>

8.   Tenant shall not make, or permit to be made, any unseemly or disturbing
     noises, odors, or vibrations to emanate from premises or otherwise
     unreasonably disturb or interfere with the occupancy of the Building
     whether by the use of any equipment, musical instrument, radio, television,
     talking machine, unmusical noise, whistling, singing, or in any other way.

9.   No additional locks, or security devices will be installed without prior
     notification and approval by Landlord. New locks or rekeying must be
     coordinated with Landlord and keyed on building master system. Upon move-in
     all doors with locksets will be keyed to building master system and Tenant
     will be given 2 keys by Landlord. Additional keys may be requested in
     advance and at an additional charge to Tenant. Upon termination of Lease,
     Tenant will return 2 keys to each lock, and further will disclose any
     previously approved and installed security devices including combination
     locks, punch codes to doors and vaults.

10.  Distribution of electronic access cards will be provided at no cost to
     Tenant.

11.  Landlord specifically reserves the right to exclude from the Building
     during non-business hours, such as before 8:00 a.m. and after 6:00 p.m. on
     weekdays, on Saturdays and Sundays, and Building recognized Holidays, all
     persons not permitted entry by utilizing card access, telephone access
     system, or previous arrangement with the management office.

12.  Tenant shall be responsible for persons it authorizes to have access to the
     Building during non-business hours and shall be liable for and shall
     coordinate which persons should have access cards issued. Tenant shall keep
     access card records current and properly identified by employee name.

13.  Landlord will not permit entrance to Tenant's premises or offices by use of
     pass keys controlled by Landlord to any person at any time except
     Landlord's employees, contractors, or service personnel directly supervised
     by Landlord. It is recommended that Tenant inform Tenant employees of these
     lockout procedures.

14.  All service requests of Tenant required of Landlord shall be administered
     through Building management office. Tenants will not contract independently
     with employees and agents of Landlord without the coordination of the
     management office, nor shall Tenant request employees or agents of Landlord
     to receive or carry messages for or to any Tenant or other person.

15.  None of the entries, passages, doors, elevators, elevator doors, hallways,
     or stairways shall be blocked or obstructed, nor shall any rubbish, litter,
     trash, or material of any nature be placed, emptied, or thrown into these
     areas, nor shall such areas be used at any time except for ingress and
     egress by Tenant, Tenant's agents, employees, or invitees.

16.  No boxes, crates, pallets, or other such materials shall be stored in
     building hallways or other common areas. When Tenant must dispose of
     crates, boxes, etc., it will be the responsibility of Tenant to dispose of
     same prior to, or after the hours of 8:00 a.m. and 6:00 p.m., so as to
     avoid having such debris visible or being moved in the common areas during
     normal business hours. If such items are desired to be removed as part of
     evening janitorial service, the expense of such will be borne by Tenant.

17.  Each Tenant shall cooperate with Landlord's employees in keeping leased
     premises neat and clean.

18.  The water and wash closets and other plumbing fixtures shall not be used
     for any purposes other

                               Exhibit B (Page 2)

<PAGE>

     than those for which whey were constructed, and no sweepings, rubbish,
     rags, or other substances shall be thrown or placed therein. Damages or
     maintenance expense resulting from any misuse of fixtures or disposal of
     the above by Tenant, its servants, employees, agents, visitors, or
     licensees, shall be borne by Tenant.

19.  Unless otherwise provided for in this Lease, Tenant shall not mark, paint,
     drill into, or in any way deface any part of the Premises, the Building,
     except for Tenant's interior design components and furnishings in the
     Premises or the approved signage. Other than for initial move-in, no
     boring, cutting, or stringing for wires shall be permitted without the
     prior written consent of Landlord and as Landlord may direct.

20.  Unless otherwise provided in this Lease, neither Tenant, nor its servants,
     employees, agents, visitors, or licensees, shall at any time bring or keep
     upon the Premises any flammable, combustible, or explosive fluid, chemical
     or substance (including Christmas trees and ornaments) except such items as
     may be incidentally used, provided Tenant notifies Landlord of the location
     thereof and makes adequate provision for safe storage. No space heaters or
     fans shall be operated or located in the Premises, other than UL approved
     or Landlord installed appliances.

21.  No bicycles, vehicles, or animals, except for the disabled, shall be
     brought into or kept in or about the Premises or Building.

22.  Tenant will not locate furnishings or cabinets adjacent to mechanical or
     electrical panels, HVAC equipment or other mechanical equipment so as to
     prevent personnel from servicing such units or equipment as routine or
     emergency access may require. Cost of moving such furnishings for
     Landlord's access will be borne by Tenant.

23.  No space in the Premises or Building shall be used for manufacturing, for
     lodging, sleeping, storage of money in excess of $300, storage of drugs or
     medicine not typically found of quality or quantity in 1/st/ Aid supply
     kits or for legal purposes.

24.  Tenant shall not place, install or operate on the demised premises or in
     any part of Building, any engine, stove, or machinery, or conduct
     mechanical operations or cook thereon or therein except Tenants microwave,
     refrigerator, office and communication equipment.

25.  Tenant must obtain prior written approval, which shall be at Landlord's
     sole discretion, for installation of window shades, blinds, drapes, or any
     other window treatment of any kind whatsoever which would be visible from
     exterior of building other than Landlord supplied. Landlord will approve
     all internal lighting that may be visible from the exterior of the Building
     and shall have the right to change any unapproved lighting, without notice
     to Tenant, at Tenant's expense.

26.  Tenant will coordinate with Landlord all Tenant arranged contractors, and
     installation technicians, rendering any construction or installation
     service to Tenant before performance of any such service. This provision
     shall apply to all work performed in the Building by Tenant arranged
     contractors including the installation of telephones, telegraph equipment,
     electrical devices and attachments, and the installation of any nature
     affecting the floors, walls, woodwork, trim, windows, ceiling, equipment
     (other than Tenant's office equipment), or any other physical portion of
     the Building.

27.  Tenant shall, at its expense, provide artificial light for the employees of
     Landlord while making repairs or providing services in said Premises
     regardless of whether occurring during business or

                               Exhibit B (Page 3)

<PAGE>

     non-business hours after lease commencement date.

28.  Smoking is prohibited in common entrances, vestibules, passages, corridors,
     halls, elevators, stairways, and toilet rooms of the Building. Tenant is
     responsible for informing all of its vendors, service providers, agents,
     employees, licensees, and visitors of this policy. Landlord reserves the
     right to request that any person(s) engaged in the act of smoking (in the
     common areas recited above), at this or her choice, either cease smoking or
     leave the common areas of the Building immediately.

29.  Canvassing, soliciting, and peddling in the Building and Parking Lot is
     prohibited. Landlord and Tenant shall cooperate to prevent same.

30.  Tenant shall restrict parking by Tenant, its employees, service providers,
     agents, and visitors to parking areas designated by Landlord and shall
     comply with reasonable parking rules and regulations as may be posted and
     distributed from time to time.

31.  Tenant will evacuate the Premises and Building in the event of emergency or
     catastrophe notification; whether practice drill, false alarm, or actual
     occurrence.

32.  Tenant will notify Landlord of any incidents, accidents, injuries, or
     hazards which Tenant is aware of, which occur, or are present in Premises
     or Building.

33.  Tenant will be requested to participate in recycling and other expense
     reduction programs offered by Building.

34.  Landlord reserves the right to rescind any of these rules and make such
     other and further reasonable rules and regulations as in Landlord's
     judgment shall from time to time be needed for the safety, protection, care
     and cleanliness of the Building, the operation thereof, the preservation of
     good order therein, and the protection and comfort of its Tenants, their
     agents, employees, and invitees, which rules when made and notice thereof
     given to a Tenant shall be binding upon Tenant in the manner as if
     originally prescribed.

Landlord desires to maintain high standards of environmental comfort and
convenience for the Tenants of Building. It will be appreciated if any
undesirable conditions, lack of courtesy or attention are reported directly to
the management.

                               Exhibit B (Page 4)

<PAGE>

                                    EXHIBIT C

                              APPROVED SPACE PLANS
                              --------------------

                               Exhibit C (Page 1)

<PAGE>

                                    EXHIBIT D

                            FORM OF LETTER OF CREDIT
                            ------------------------


IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVB01ISXXXX

DATE: NOVEMBER 8, 2001

BENEFICIARY:
BURLINGTON WOODS OFFICE TRUST NO. 1
C/O FINARD & COMPANY, LLC
ONE BURLINGTON WOODS DRIVE
BURLINGTON, MA 01803

APPLICANT:
WORKGROUP TECHNOLOGY CORPORATION
91 HARTWELL AVENUE
LEXINGTON, MA 02421

AMOUNT: US$50,000.00 (FIFTY THOUSAND AND 00/100 U.S. DOLLARS)

EXPIRATION DATE: NOVEMBER 8, 2002

LOCATION: AT OUR COUNTERS IN SANTA CLARA, CALIFORNIA

DEAR SIR/MADAM:

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVB01ISXXXX IN
YOUR FAVOR AVAILABLE BY YOUR DRAFT DRAWN ON US AT SIGHT IN THE FORM OF EXHIBIT
"B" ATTACHED AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.
2. A DATED CERTIFICATION FROM THE BENEFICIARY SIGNED BY AN AUTHORIZED
   OFFICER OR AGENT, FOLLOWED BY ITS DESIGNATED TITLE, STATING THE FOLLOWING:

     (A) "THE AMOUNT OF THIS DRAFT CONSTITUTES FUNDS DUE FROM WORKGROUP
     TECHNOLOGY CORPORATION UNDER A CERTAIN LEASE DATED NOVEMBER ____, 2001,
     BETWEEN BURLINGTON WOODS OFFICE TRUST NO. 1, AND WORKGROUP TECHNOLOGY
     CORPORATION, RELATING TO PREMISES SITUATED AT ONE BURLINGTON WOODS DRIVE,
     BURLINGTON, MASSACHUSETTS 01803."

                                       OR

     (B) "WE HEREBY CERTIFY THAT WE HAVE RECEIVED NOTICE FROM SILICON VALLEY
     BANK THAT LETTER OF CREDIT NO. SVB01ISXXXX WILL NOT BE RENEWED, AND THAT WE
     HAVE NOT RECEIVED A REPLACEMENT OF THIS LETTER OF CREDIT FROM WORKGROUP
     TECHNOLOGY CORPORATION SATISFACTORY TO US AT LEAST THIRTY (30) DAYS PRIOR
     TO THE EXPIRATION DATE OF THIS LETTER OF CREDIT."

THE LEASE AGREEMENT MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLY AND IT
IS NOT INTENDED THAT SAID LEASE AGREEMENT BE INCORPORATED HEREIN OR

                               Exhibit D (Page 1)

<PAGE>

FORM PART OF THIS LETTER OF CREDIT.

PARTIAL AND MULTIPLE DRAWS ARE ALLOWED. THIS LETTER OF CREDIT MUST ACCOMPANY ANY
DRAWINGS HEREUNDER FOR ENDORSEMENT OF THE DRAWING AMOUNT AND WILL BE RETURNED TO
THE BENEFICIARY UNLESS IT IS FULLY UTILIZED

DRAFT(S) AND DOCUMENTS MUST INDICATE THE NUMBER AND DATE OF THIS LETTER OF
CREDIT.

THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD
OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE
UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE
NOTIFY YOU AND THE APPLICANT BY REGISTERED MAIL/OVERNIGHT COURIER SERVICE AT THE
ABOVE ADDRESSES THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE
CURRENT EXPIRATION DATE. IN NO EVENT SHALL THIS LETTER OF CREDIT BE
AUTOMATICALLY EXTENDED BEYOND JUNE 30, 2005.

THIS LETTER OF CREDIT MAY BE TRANSFERRED ONE OR MORE TIMES BUT IN EACH INSTANCE
TO A SINGLE BENEFICIARY AND ONLY IN THE FULL AMOUNT AVAILABLE TO BE DRAWN UNDER
THE LETTER OF CREDIT AT THE TIME OF THE TRANSFER. ANY SUCH TRANSFER MAY BE
EFFECTED ONLY UPON PRESENTATION TO US, THE ISSUING BANK, AT THE BELOW SPECIFIED
OFFICE, OF THE ATTACHED "EXHIBIT A" DULY COMPLETED AND EXECUTED BY THE
BENEFICIARY AND ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT AND ALL
AMENDMENT(S), IF ANY AND OUR TRANSFER FEE OF 1/4 OF 1% OF THE TRANSFER AMOUNT
(MINIMUM USD250.00). ANY TRANSFER OF THIS LETTER OF CREDIT MAY NOT CHANGE THE
PLACE OF EXPIRATION OF THE LETTER OF CREDIT FROM OUR BELOW SPECIFIED OFFICE.
EACH TRANSFER SHALL BE EVIDENCED BY OUR ENDORSEMENT ON THE REVERSE OF THE
ORIGINAL LETTER OF CREDIT AND WE SHALL FORWARD THE ORIGINAL LETTER OF CREDIT TO
THE TRANSFEREE.

IN CASE OF ANY TRANSFER UNDER THIS LETTER OF CREDIT, "EXHIBIT A" MUST BE
EXECUTED BY THE TRANSFEREE. THIS LETTER OF CREDIT MAY NOT BE TRANSFERRED TO ANY
PERSON WITH WHICH U.S. PERSONS ARE PROHIBITED FROM DOING BUSINESS UNDER U.S.
FOREIGN ASSETS CONTROL REGULATIONS OR OTHER APPLICABLE U.S. LAWS AND
REGULATIONS.

ALL DEMANDS FOR PAYMENT SHALL BE MADE BY PRESENTATION OF THE ORIGINAL
APPROPRIATE DOCUMENTS PRIOR TO 10:00 A.M. CALIFORNIA TIME, ON A BUSINESS DAY AT
OUR OFFICE (THE "BANK'S OFFICE") AT: SILICON VALLEY BANK, 3003 TASMAN DRIVE
SANTA CLARA, CA 95054, ATTENTION: STANDBY LETTER OF CREDIT NEGOTIATION SECTION
OR BY FACSIMILE TRANSMISSION AT: (408) 654-6211 OR (408) 496-2418; AND
SIMULTANEOUSLY UNDER TELEPHONE ADVICE TO: (408) 654-7120 OR (408) 654-3052),
ATTENTION: STANDBY LETTER OF CREDIT NEGOTIATION SECTION WITH ORIGINALS TO FOLLOW
BY OVERNIGHT COURIER SERVICE; PROVIDED, HOWEVER, THE BANK WILL DETERMINE HONOR
OR DISHONOR ON THE BASIS OF PRESENTATION BY FACSIMILE ALONE, AND WILL NOT
EXAMINE THE ORIGINALS.

PAYMENT AGAINST CONFORMING PRESENTATIONS HEREUNDER SHALL BE MADE BY BANK DURING
NORMAL BUSINESS HOURS OF THE BANK'S OFFICE WITHIN ONE (1)

                               Exhibit D (Page 2)

<PAGE>

BUSINESS DAYS AFTER PRESENTATION.

WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONA FIDE HOLDERS THAT THE
DRAFTS DRAWN UNDER AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
LETTER OF CREDIT SHALL BE DULY HONORED UPON PRESENTATION TO THE DRAWEE, IF
NEGOTIATED ON OR BEFORE THE EXPIRATION DATE OF THIS CREDIT.

THIS LETTER OF CREDIT IS FOR THE BENEFIT OF YOU AND YOUR SUCCESSORS AND ASSIGNS.

THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE,
PUBLICATION NO. 500.


     ___________________________                ___________________________
        AUTHORIZED SIGNATURE                        AUTHORIZED SIGNATURE


                               Exhibit D (Page 3)




<PAGE>

                                   EXHIBIT "A"

DATE:

TO: SILICON VALLEY BANK
      3003 TASMAN DRIVE                         RE: STANDBY LETTER OF CREDIT
      SANTA CLARA, CA 95054                         NO.        ISSUED BY
      ATTN:INTERNATIONAL DIVISION.                  SILICON VALLEY BANK,
                  STANDBY LETTERS OF CREDIT         SANTA CLARA L/C AMOUNT:

GENTLEMEN:

FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:

(NAME OF TRANSFEREE)
(ADDRESS)

ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF
CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS
TRANSFER.

BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF
CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS
AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS,
WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR
HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE
WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.

THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO
ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.

SINCERELY,

_____________________________
    (BENEFICIARY'S NAME)

_____________________________
  SIGNATURE OF BENEFICIARY


SIGNATURE AUTHENTICATED

_____________________________
       (NAME OF BANK)

_____________________________
     AUTHORIZED SIGNATURE

                               Exhibit D (Page 4)







<PAGE>

                                   EXHIBIT "B"

================================================================================

  DATE: _______________                           REF. NO. ___________________


  AT SIGHT OF THIS DRAFT

  PAY TO THE ORDER OF________________________________  US$____________________

  USDOLLARS __________________________________________________________________
  ____________________________________________________________________________


  DRAWN UNDER SILICON VALLEY BANK, SANTA CLARA, CALIFORNIA, STANDBY
  LETTER OF CREDIT NUMBER NO. _______________________ DATED __________________


  TO: SILICON VALLEY BANK
      3003 TASMAN DRIVE                          _____________________________
      SANTA CLARA, CA 95054                          (BENEFICIARY'S NAME)


                                                 .............................
                                                      Authorized Signature

================================================================================

                         GUIDELINES TO PREPARE THE DRAFT

1.   DATE: ISSUANCE DATE OF DRAFT.
2.   REF. NO.: BENEFICIARY'S REFERENCE NUMBER, IF ANY.
3.   PAY TO THE ORDER OF: NAME OF BENEFICIARY AS INDICATED IN THE L/C (MAKE SURE
     BENEFICIARY ENDORSES IT ON THE REVERSE SIDE).
4.   US$: AMOUNT OF DRAWING IN FIGURES.
5.   USDOLLARS: AMOUNT OF DRAWING IN WORDS.
6.   LETTER OF CREDIT NUMBER: SILICON VALLEY BANK'S STANDBY L/C NUMBER THAT
     PERTAINS TO THE DRAWING.
7.   DATED: ISSUANCE DATE OF THE STANDBY L/C.
8.   BENEFICIARY'S NAME: NAME OF BENEFICIARY AS INDICATED IN THE L/C.
9.   AUTHORIZED SIGNATURE: SIGNED BY AN AUTHORIZED SIGNER OF BENEFICIARY.


IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS DRAFT, PLEASE CALL OUR L/C
PAYMENT SECTION AND ASK FOR:

ALICA DA LUZ: 408-654-7120
CESAR AGONCILLO: 408-654-3052

                               Exhibit D (Page 6)