<PAGE>

                                                                   EXHIBIT 10.63

                                      LEASE

                                     BETWEEN

                            BELLINGHAM MECHANIC, LLC
                    A MASSACHUSETTS LIMITED LIABILITY COMPANY

                                    LANDLORD,

                                       AND

                                99 COMMISSARY LLC
                      A DELAWARE LIMITED LIABILITY COMPANY

                                     TENANT
                                       AND

                                O'CHARLEY'S INC.
                             A TENNESSEE CORPORATION

                                    GUARANTOR

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                   <C>
1.    USE AND RESTRICTIONS ON USE.................     1
2.    TERM........................................     2
3.    RENT........................................     3
4.    ADDITIONAL RENT.............................     5
5.    TENANT'S RIGHT TO TERMINATE.................     8
6.    LANDLORD'S WORK/ALTERATIONS.................     8
7.    REPAIR......................................    10
8.    LIENS.......................................    11
9.    ASSIGNMENT AND SUBLETTING...................    11
10.   INDEMNIFICATION.............................    13
11.   INSURANCE...................................    13
12.   WAIVER OF SUBROGATION.......................    14
13.   SERVICES AND UTILITIES......................    14
14.   HOLDING OVER................................    15
15.   SUBORDINATION...............................    15
16.   RULES AND REGULATIONS.......................    15
17.   REENTRY BY LANDLORD.........................    15
18.   DEFAULT.....................................    16
19.   REMEDIES....................................    17
20.   TENANT'S BANKRUPTCY OR INSOLVENCY...........    20
21.   QUIET ENJOYMENT.............................    21
22.   DAMAGE BY FIRE, ETC.........................    21
23.   EMINENT DOMAIN..............................    22
24.   SALE BY LANDLORD............................    23
25.   ESTOPPEL CERTIFICATES.......................    23
26.   SURRENDER OF PREMISES.......................    23
27.   NOTICES.....................................    24
28.   DEFINED TERMS AND HEADINGS/FORCE MAJEURE....    24
29.   TENANT'S AUTHORITY..........................    25
30.   COMMISSIONS.................................    25
31.   TIME AND APPLICABLE LAW.....................    25
32.   SUCCESSORS AND ASSIGNS......................    25
33.   ENTIRE AGREEMENT............................    25
34.   EXAMINATION NOT OPTION......................    25
35.   RECORDATION.................................    25
36.   LIMITATION OF LANDLORD'S LIABILITY..........    25
37.   ACCESS......................................    26
38.   LANDLORD'S COMPLIANCE WITH LAWS.............    26
39.   SIGNAGE.....................................    26
</TABLE>

EXHIBIT A - PREMISES
EXHIBIT A-1 - LAND
EXHIBIT B - LANDLORD'S IMPROVEMENTS
EXHIBIT C - MODIFIED SITE PLAN
EXHIBIT D - FORM OF SNDA
EXHIBIT E - RULES AND REGULATIONS
EXHIBIT F - FORM OF GUARANTY

                                        i
<PAGE>

                                 REFERENCE PAGES

BUILDING:                1-8 Mechanic Street
                         Bellingham, Massachusetts 02019

LANDLORD:                BELLINGHAM MECHANIC, LLC, a
                         Massachusetts limited liability company

LANDLORD'S ADDRESS:      800 Technology Center Drive, Stoughton,
                         MA 02072

LEASE REFERENCE DATE:    December 13, 2004

TENANT:                  99 COMMISSARY LLC,
                         a Delaware limited liability company

TENANT'S ADDRESS:        3038 Sidco Drive
                         Nashville, TN 37204
                         Attn: Gregory L. Burns, Chairman and CEO
                         Tel.: 615-256-8500
                         Fax: 615-782-5030

                         With a copy to:

                         Ninety-Nine Restaurant & Pub
                         160 Olympia Avenue
                         Woburn, MA 01804
                         Attn: Executive Vice President of Real
                         Estate
                         Tel. 781-933-8999
                         Fax: 781-933-0821

                         and

                         Joseph R. Tarby, III, Esq.
                         Murtha Cullina LLP
                         600 Unicorn Park Drive
                         Woburn, MA 01801
                         Tel. 781-933-5505
                         Fax: 781-933-1530

                                        i
<PAGE>

PREMISES                 The warehouse and office and showroom areas shown as
IDENTIFICATION:          "NINETY-NINE" on the plan attached hereto as Exhibit A
                         ("Plan") in the building ("Building") commonly known
                         as the Bellingham Business Center and numbered as [1-8]
                         Mechanic Street, Bellingham, Massachusetts, together
                         with the use, in common with others, of any common
                         areas of the Building, including, but not limited to,
                         entryways, sidewalks, driveways and parking areas. The
                         Building has 239 parking spaces available, or 1.13
                         parking spaces per 1,000 rentable square feet of the
                         Building. The land ("Land") upon which the Building is
                         located the Building and the parking spaces are shown
                         on Exhibit A-1 attached hereto.

PREMISES RENTABLE        Approximately 78,000 sq. ft. (determined by Landlord's
AREA:                    architect, after completion of perimeter walls, using
                         ANSI/BOMA Z65.1 - 1996 Standard).*

PERMITTED USE:           Storage, office, processing of food products,
                         distribution of restaurant goods and supplies and
                         related products and uses ancillary thereto. SCHEDULED
                         DELIVERY DATE: July 25, 2005 (or on such earlier date
                         as Landlord can complete Landlord's Work)

DELIVERY DATE:           The date established under Section 2.1.

RENT COMMENCEMENT        The date established under Section 2.2.
DATE

TERM OF LEASE:           Ten (10) years plus any fraction of a month in which
                         the Delivery Date shall occur if-the Delivery Date
                         shall not occur on the first day of the month (unless
                         sooner terminated pursuant to the Lease).

TERMINATION DATE:        Subject to the provisions of this Lease, the date (at
                         5:00 p.m.) which is 120 months, plus any fraction of a
                         month at the commencement of the Term, from the
                         Delivery Date

                                       ii
<PAGE>

OPTION(S) TO EXTEND:     Two (2) option to extend the Term for five (5) years,
                         as set forth in Section 2.4

<TABLE>
<CAPTION>
                           Annual Rent   Monthly Installments
                           -----------   --------------------
<S>                        <C>           <C>
ANNUAL RENT (ARTICLE 3):
YEARS 1 THROUGH 5           $687,960*          $57,330*
YEARS 6 THROUGH 10          $726,960*          $60,580*
</TABLE>

TENANT'S PROPORTIONATE SHARE:         37.14%*

BUILDING RENTABLE AREA:               210,000 square feet

LANDLORD'S CONSTRUCTION               William Conroy
REPRESENTATIVE:

TENANT'S CONSTRUCTION                 Thomas Williams
REPRESENTATIVE:

REAL ESTATE BROKER(S) DUE             Richards Barry Joyce & Partners and
COMMISSION:                           Colebrook Realty Services, Inc.

The Reference Page information is incorporated into and made a part of the
Lease. In the event of any conflict between any Reference Page information and
the Lease, the Lease shall control. This Lease includes Exhibits A through F all
of which are made a part of this Lease.

LANDLORD:                             TENANT:

BELLINGHAM MECHANIC, LLC              99 COMMISSARY LLC

By: /s/                               By: /s/ Gregory L. Burns
    -------------------------             --------------------------------------

Title: Manager                        Title: Chief Manager/President

Dated: December 17, 2004              Dated: December 16, 2004

*Subject to possible adjustment per above measurement of Premises

                                       iii
<PAGE>

                                      LEASE

      By this Lease Landlord leases to Tenant and Tenant leases from Landlord
the Premises described on the Reference Page. The Reference Page, including all
terms defined thereon, is incorporated as part of this Lease.

1. USE AND RESTRICTIONS ON USE.

      1.1 The Premises are to be used solely for the Permitted Use stated on the
Reference Page. Tenant shall not do or permit anything to be done in or about
the Premises which will be used for any unlawful purpose. Tenant shall not do,
permit or suffer in, on, or about the Premises, the commission of any waste.
Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the use of the Premises and its occupancy and shall promptly
comply with all governmental orders and directions for the correction,
prevention and abatement of any violations in or upon, or in connection with,
the Premises, all at Tenant's sole expense, but excluding those responsibilities
of Landlord pursuant to Sections 6.1, 7.1 and 38 hereof. Tenant shall not do or
permit anything to be done on or about the Premises or bring or keep anything
into the Premises which will in any way increase the rate of, invalidate or
prevent the procuring of any insurance protecting against loss or damage to the
Building or any of its contents by fire or other casualty or against liability
for damage to property or injury to persons in or about the Building or any part
thereof.

      1.2 Tenant shall not, and shall not direct, suffer or permit any of its
agents, contractors, employees, licensees or invitees to at any time handle,
use, manufacture, store or dispose of in or about the Premises or the Building
any (collectively "Hazardous Materials") flammables, explosives, radioactive
materials, hazardous wastes or materials, toxic wastes or materials, or other
similar substances, petroleum products or derivatives or any substance subject
to regulation by or under any federal, state and local laws and ordinances
relating to the protection of the environment or the keeping, use or disposition
of environmentally hazardous materials, substances, or wastes, presently in
effect or hereafter adopted, all amendments to any of them, and all rules and
regulations issued pursuant to any of such laws or ordinances (collectively
"Environmental Laws"), nor shall Tenant suffer or permit any Hazardous Materials
to be used in any manner not fully in compliance with all Environmental Laws, in
the Premises or the Building and appurtenant land or cause the environment to
become contaminated with any Hazardous Materials. Notwithstanding the foregoing,
Tenant may (i) handle, store, use or dispose of products containing small
quantities of Hazardous Materials (such as aerosol cans containing insecticides,
toner for copiers, solvents, paints, paint remover and the like) to the extent
customary and necessary for the use of the Premises for general office purposes
and in connection with the Permitted Use; (ii) provide on-site, mobile fueling
for Tenant's vehicles, subject to any approvals which may be required by the
Town of Bellingham, and (iii) wash its vehicles, subject to any necessary
approvals from the Town of Bellingham; in each case provided that Tenant shall
always handle, store, use, and dispose of Hazardous Materials in a safe and
lawful manner and never allow such Hazardous Materials to contaminate the
Premises, Building or appurtenant land or the environment in violation of
Environmental Laws. Tenant shall protect, defend, indemnify and hold each and
all of the Landlord Entities (as defined in costs and reasonable attorney's
fees) incurred by reason of any failure of Tenant to fully comply with all
applicable Environmental Laws, or the presence, handling, use or disposition in
or from

<PAGE>

the Premises of any Hazardous Materials (even though permissible under all
applicable Environmental Laws or the provisions of this Lease) caused by Tenant
or its agents or invitees except to the extent of Landlord's obligations
pursuant to Section 38 hereof, or by reason of any failure of Tenant to keep,
observe, or perform any provision of this Section 1.2. Landlord represents that
the Land is currently free of environmental contamination (and in compliance
with all Environmental Laws) and shall indemnify Tenant and be responsible for
any costs of remediation of any environmental contamination, should any be
discovered to have been existing at the Land as of the date hereof.

      1.3 Landlord shall provide Tenant, as appurtenant to the Premises and
without extra charge, (i) with the use, in common with others in the Building,
of the common area parking servicing the Premises which is a ratio of at least
1.13 parking spaces for each 1,000 rentable square feet of the Building. Tenant
shall have truck access to drive around the Building and park at its loading
docks. Landlord agrees to proceed as soon as possible and to use diligent
efforts to obtain a modification to the site plan approval and any other permits
necessary to change the truck parking as shown on the Modified Site Plan
attached hereto as Exhibit C and shall allow Tenant the opportunity to
participate in this process.

2. TERM.

      2.1 The Term of this Lease shall begin on the delivery date ("Delivery
Date") which shall be the later to occur of (a) the Scheduled Delivery Date
shown on the Reference Page, and (b) the date when Landlord shall tender
possession of the Premises to Tenant with Landlord's Work described on Exhibit B
attached hereto substantially completed (but for punch list items that do not
materially interfere with Tenant's ability to use the Premises for the Permitted
Use) and all mechanical, plumbing and utility systems in working order and
available for Tenant's immediate use, and Landlord shall have provided Tenant
with a certificate of occupancy (or temporary certificate of occupancy) from the
Town of Bellingham, Massachusetts with respect to the Premises. Landlord agrees
to use reasonable and diligent efforts to obtain a certificate of occupancy and
deliver the Premises to the Tenant. As soon as it shall be determined, Landlord
and Tenant shall execute a memorandum in recordable form setting forth the
actual Delivery Date and Termination Date. In the event the Delivery Date shall
not have occurred by August 25, 2005 for any reason other than the fault of
Tenant, Tenant shall receive a credit against its first rental payments due
hereunder at the rate of $1,884.82 for each two (2) days by which the Delivery
Date is extended beyond August 25, 2005. If the Delivery Date shall not have
occurred by September 25, 2005 for any reason other than the fault of Tenant,
Tenant shall receive a credit against its first rental payment due hereunder at
the rate of $1,884.82 for each day by which the Delivery Date is extended beyond
September 25, 2005. If the Delivery Date shall not have occurred on or before
December 10, 2005, Tenant shall have the right to terminate this Lease upon ten
(10) days written notice to Landlord.

      2.2 Notwithstanding any provision of this Lease to the contrary, Annual
Rent and all other charges due under this Lease shall begin on the Rent
Commencement Date which shall be the Delivery Date.

      2.3 After the Lease Reference Date, and only after Landlord's prior
consent and scheduled so as not to interfere with Landlord's Work at least four
(4) weeks prior to the

                                        2
<PAGE>

Delivery Date, Landlord shall afford Tenant reasonable access to the Premises in
order for Tenant to install telecommunication (which may include a satellite
dish(es) upon the roof of the Building, where designated by Landlord, at
Tenant's expense and responsibility for any damage which the installation or
maintenance of the same may cause to the roof of the Building) and computer
wiring and equipment and other furniture, fixtures, warehouse racking and
equipment. In the event Landlord shall permit Tenant to occupy the Premises
prior to the Delivery Date, such occupancy shall be subject to all the
provisions of this Lease other than the payment of Rent and Additional Rent and
shall not advance the Termination Date.

      2.4 Option to Extend. Tenant shall have two (2) options to extend the Term
for a period of five (5) years each following the end of the existing Term, so
long as no uncured Event of Default by Tenant exists during the period from the
time of the exercise of this option until the end of the Term. Such options may
be exercised by notice from Tenant to Landlord given not less than twelve (12)
months prior to the expiration of the Term. Upon the giving of such notice, this
Lease and the Term hereof shall automatically be extended for five (5) years
without the necessity for the execution of any other instrument in confirmation
thereof except for a document memorializing the Annual Rent established as set
forth in Section 3.3 below for the extended Term and an amended notice of lease
to be signed by the parties suitable for recording that Tenant may register or
record at its cost and expense. Except for the rent payable during the option
period, which shall be determined in the manner provided in Section 3.3 below,
and the fact that there shall be no further option to extend, each extension
shall be upon all the same terms, conditions and provisions as contained in this
Lease. Whenever the context shall not be inconsistent therewith, references in
this Lease to the Term hereof shall be deemed to include the option period for
which the original Term shall then be so extended.

      2.5 Contiguous Space Expansion Option. Landlord agrees that it will not,
during the Term of this Lease, lease any space in the Building which is
contiguous to the Premises ("Contiguous Space") without first offering the same
to Tenant upon the same terms and conditions as Landlord would be willing to
lease to a third party. If Landlord intends to lease Contiguous Space, Landlord
shall first provide written notice of such terms and conditions to Tenant
("Landlord Notice") and Tenant shall have a period of ten (10) days from receipt
of Landlord's Notice within which to agree to lease such Contiguous Space upon
the exact same terms and conditions as set forth in Landlord's Notice. If Tenant
shall notify Landlord of its desire to lease the Contiguous Space within such
ten (10) day period, then this Lease shall be modified to include the Contiguous
Space upon the same terms and conditions as set forth in this Lease, except as
the same may be modified with respect to the Contiguous Space by the terms set
forth in Landlord's Notice. If Tenant shall fail to accept the offer contained
in Landlord's Notice within such ten (10) day period, then Landlord shall be
free to lease the Contiguous Space to a third party on terms and conditions no
more favorable to any third party than those set forth in Landlord's Notice.

3. RENT.

      3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time
to time by paying the Monthly Installment of Rent then in effect on or before
the first day of each full calendar month during the Term, except that the first
month's rent shall be paid upon the Delivery Date. The Monthly Installment of
Rent in effect at any time shall be one-twelfth of the

                                        3
<PAGE>

Annual Rent in effect at such time. Rent for any period during the Term which is
less than a full month shall be a prorated portion of the Monthly Installment of
Rent based (except as otherwise set forth in this Lease) upon a thirty (30) day
month. Said rent shall be paid to Landlord, without deduction or offset and
without notice or demand, except as may be required by Section 19.7, at the
Landlord's address, as set forth on the Reference Page, or to such other person
or at such other place as Landlord may from time to time designate in writing.

      3.2 Tenant recognizes that late payment of any rent or other sum due under
this Lease will result in administrative expense to Landlord, the extent of
which additional expense is extremely difficult and economically impractical to
ascertain. Tenant therefore agrees that if rent or any other sum is not paid
within seven (7) days of the date when due and payable pursuant to this Lease, a
late charge shall be imposed in an amount equal to four percent (4%) of the
unpaid rent or other payment. The amount of the late charge to be paid by Tenant
shall be reassessed and added to Tenant's obligation for each successive monthly
period until paid. The provisions of this Section 3.2 in no way relieve Tenant
of the obligation to pay rent or other payments on or before the date on which
they are due, nor do the terms of this Section 3.2 in any way affect Landlord's
remedies pursuant to Article 19 in the event said rent or other payment is
unpaid after date due.

      3.3 If Tenant shall extend the Term pursuant to Section 2.4 above, Tenant
shall pay Annual Rent during each extension of the Term equal to the greater of
(a) Market Rent, as defined below, or (b) the Annual Rent in effect upon the
last day of the Term existing prior to the extension period in question.

      "Market Rent" shall be computed for the option period at the then
effective current rentals being charged to new tenants in buildings of
comparable type, build-out and quality to that of the Premises, in the same
rental market area as that of the Premises, taking into account and giving
effect to, in determining comparability, without limitation, such considerations
as size, location of premises, lease term, whether or not there will be a
brokerage commission charged, and Real Estate Tax and Operating Expense charges
to the tenant.

      Landlord and Tenant shall use best efforts to agree on the Market Rent no
later than thirty (30) days after Landlord receives Tenant's notice of its
intent to extend the Term. In the event Landlord and Tenant cannot so agree,
Landlord shall provide Tenant with notice as to its designation of Market Rent
("Landlord's Designation") for the five year option period in question no later
than thirty (30) days after receiving Tenant's notice of its intention to extend
the Term and shall furnish comparable data in support of such designation. If
Tenant disagrees with Landlord's Designation of the Market Rent, then Tenant
shall have the right, by written notice given within thirty (30) days after
Tenant's receipt of Landlord's Designation ("Tenant's Arbitration Notice"), to
submit the determination of Market Rent to arbitration as follows. Market Rent
shall be determined by appraisers, one to be chosen by Tenant, one to be chosen
by Landlord, and a third to be selected, if necessary, as below provided. All
appraisers selected under this paragraph shall be experienced, M.A.I. real
estate appraisers with at least 10 years experience with properties in the
Greater Boston Area and shall not have been employed by the party choosing such
appraiser in the prior five (5) years. Within twenty-one (21) days after
Tenant's Arbitration Notice, the parties shall each designate its own appraiser
and notify the other of its chosen appraiser. Unless such two appraisers shall
have reached a unanimous

                                        4
<PAGE>

decision within thirty (30) days after their designation, then they shall so
notify the then President of the Greater Boston Real Estate Board and request
him or her to select an impartial third appraiser to act hereunder. Such third
appraiser shall receive submittals of the determination of Market Rent from each
of Landlord's and Tenant's appraisers with accompanying data to support their
determination. Within fifteen (15) days after receipt of such information from
Landlord's and Tenant's appraisers, the third appraiser shall determine Market
Rent only by selecting one or the other of the two appraisals without
modification. The decision of the third appraiser as to which appraisal the
third appraiser believes to be closest to Market Rent shall be final and binding
upon the parties. Landlord and Tenant shall each bear the expense of their own
appraiser and shall bear the expense of the third appraiser (if any) equally.

4. ADDITIONAL RENT.

      4.1 This Lease is a so-called "triple net" lease. For the purpose of this
Article 4, the following terms are defined as follows:

            4.1.1 LEASE YEAR: Each calendar year falling partly or wholly within
the Term.

            4.1.2 OPERATING EXPENSES: All direct costs of operation,
maintenance, repair and management of the Building (excluding all equipment
related to Tenant's HVAC and refrigeration and freezer areas which shall be at
Tenant's sole expense), as determined in accordance with generally accepted
accounting principles, including the following costs by way of illustration, but
not limitation: water and sewer charges; insurance charges of or relating to all
insurance policies and endorsements deemed by Landlord to be reasonably
necessary or desirable and relating in any manner to the protection,
preservation, or operation of the Building or any part thereof; utility costs,
including, but not limited to, the cost of heat, light, power, steam, gas, and
waste disposal (but not the wiring of electricity to the Premises or to any
other tenant space); the cost of security and alarm services (including any
central station signaling system); window cleaning costs; maintenance labor
costs; costs and expenses of managing the Building, including a management fee
not to exceed three (3%) percent of the gross annual income of the Building;
heating, ventilation and air conditioning maintenance costs; material costs;
equipment costs including the cost of maintenance, repair and service agreements
and rental and leasing costs; purchase costs of equipment other than capital
items; tool costs; licenses, permits and inspection fees; wages and salaries;
employee benefits and payroll taxes; accounting fees; any sales, use or service
taxes incurred in connection therewith. Operating Expenses shall not include
janitorial services, which are to be provided by Tenant to the Premises,
depreciation or amortization of the Building or equipment in the Building except
as provided herein, loan principal payments, costs of alterations of tenants'
premises, leasing commissions, interest expenses on long-term borrowings,
advertising costs or management salaries for executive personnel, all costs and
expenses incurred in connection with leasing space in the Building, including,
but not limited to, advertising and promotional expenses and real estate
brokerage commissions; legal fees incurred in leasing or in disputes with
tenants; cost of construction allowances provided to other tenants; interest or
principal payments on any mortgage or deed of trust or any ground lease payments
or any other financing costs or fees; any cost or expenditure for which Landlord
is reimbursed; costs of any services furnished to other tenants but which
Landlord does not make available to Tenant or is available to Tenant only for an
additional direct charge; any expense resulting from the negligence of Landlord,
its agents,

                                        5
<PAGE>

contractors or employees; costs recoverable by Landlord under its insurance
policies; costs resulting from defects in the design or construction of the
Building; cost of construction of new tenant or common area space in the
Building; attorneys fees, costs and disbursements incurred in connection with
matters relating to the formation of Landlord as an entity and maintaining its
continued existence as an entity; or costs resulting from Landlord's breach of
this Lease or imposed upon Landlord by any governmental authority as a result of
the violation of any law, statute or ordinance by Landlord or its agents or
employees. In addition, Landlord shall be entitled to amortize and include as an
additional rental adjustment: (i) an allocable portion of the cost of capital
improvement items which are reasonably calculated to reduce Operating Expenses;
(ii) fire sprinklers and suppression systems and other life safety systems
required by changes in the law after the commencement of the Term; and (iii)
other capital expenses which are required under any governmental laws,
regulations or ordinances which were not applicable to the Building at the time
it was constructed. All such costs shall be amortized over the reasonable life
of such improvements in accordance with such reasonable life and amortization
schedules as shall be determined by Landlord in accordance with generally
accepted accounting principles, with interest on the unamortized amount at one
percent (1%) in excess of the prime lending rate announced from time to time as
such by Bank of America, N.A. Landlord estimates that the initial Operating
Expenses shall be approximately $1.50/square foot, based upon similar buildings
which Landlord owns or manages.

            4.1.3 TAXES: Real estate taxes and any other taxes, charges and
assessments which are levied with respect to the Land and Building, or with
respect to any improvements, fixtures and equipment or other property of
Landlord, real or personal, located in the Building and used in connection with
the operation of the Building and said Land, any payments to any ground lessor
in reimbursement of tax payments made by such lessor; and all reasonable fees,
expenses and costs incurred by Landlord in investigating, protesting, contesting
or in any way seeking to reduce or avoid increase in any assessments, levies or
the tax rate pertaining to any Taxes to be paid by Landlord in any Lease Year.
Landlord agrees to seek an abatement of Taxes if requested to do so by tenants
occupying at least 51% of the Building (including the Premises), provided, if so
requested, any cost of obtaining the same will be borne by the Tenants of the
Building in their respective Proportionate Shares. If Landlord secures an
abatement or refund of any Taxes, Tenant shall receive its proportionate share
of the amount of such abatement or refund (i.e., the net amount remaining after
paying all reasonable costs and expenses of securing the abatement or refund,
including reasonable attorneys' fees) as a credit to be applied by Landlord
against rent next becoming due (or, if no further rent is due from Tenant, by a
cash payment by Landlord to Tenant). Landlord's obligation to pay such abatement
or refund to Tenant shall survive the expiration or termination of this Lease.
Taxes shall also include any substitute or additional tax on real estate or the
profits therefrom, whether or not now customary or within the contemplation of
the parties to this Lease: (a) upon, allocable to, or measured by or on the
gross or net rent payable under this Lease, including without limitation any
gross income tax or excise tax levied by the State, any political subdivision
thereof, or the Federal Government with respect to the receipt of such rent; (b)
upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy of the Premises or any portion
thereof, including any sales, use or service tax imposed as a result thereof;
(c) upon or measured by the Tenant's gross receipts or payroll or the value of
Tenant's equipment, furniture, fixtures and other personal property of Tenant or
leasehold improvements, alterations or additions located in the Premises; or (d)
upon this transaction or any document to which Tenant

                                        6
<PAGE>

is a party creating or transferring any interest of Tenant in this Lease or the
Premises. In addition to the foregoing, Tenant agrees to pay, before
delinquency, any and all taxes levied or assessed against Tenant and which
become payable during the term hereof upon Tenant's equipment, furniture,
fixtures and other personal property of Tenant located in the Premises. Taxes
shall not include any corporate franchise, or estate, inheritance, succession,
transfer, gift, profit or net income tax or capital levy, or tax imposed upon
any transfer by Landlord of its interest in this Lease or the Building.

      4.2 Tenant shall pay as additional rent for each Lease Year Tenant's
Proportionate Share of Operating Expenses and Taxes incurred for such Lease
Year.

      4.3 The annual determination of Operating Expenses shall be made by
Landlord and shall be binding upon Landlord and Tenant (subject to Tenant's
rights pursuant to Section 4.7 below). Tenant may review the books and records
supporting such determination in the office of Landlord, or Landlord's agent,
during normal business hours, upon giving Landlord five (5) days advance written
notice within ninety (90) days after receipt of such determination, and in no
event more often than once in any one year period.

      4.4 Prior to the actual determination thereof for a Lease Year, Landlord
may from time to time (but in no event more often than once in any one year
period) estimate Tenant's liability for Operating Expenses and/or Taxes under
Section 4.2. Landlord will give Tenant written notification of the amount of
such estimate and Tenant agrees that it will pay, by increase of its Monthly
Installments of Rent due in such Lease Year, additional rent in the amount of
such estimate. Any such increased rate of Monthly Installments of Rent pursuant
to this Section 4.4 shall remain in effect until written notification to Tenant
of the actual Operating Expenses pursuant to Section 4.3 above.

      4.5 When the above mentioned actual determination of Tenant's liability
for Operating Expenses and/or Taxes is made for any Lease Year and when Tenant
is so notified in writing, then:

            4.5.1 If the total additional rent Tenant actually paid pursuant to
Section 4.4 on account of Operating Expenses and/or Taxes for the Lease Year is
less than Tenant's liability for Operating Expenses and/or Taxes, then Tenant
shall pay such deficiency to Landlord as additional rent in one lump sum within
thirty (30) days of receipt of Landlord's bill therefore (irrespective as to
whether such bill shall have been rendered after Tenant shall no longer occupy
the Premises); and

            4.5.2 If the total additional rent Tenant actually paid pursuant to
Section 4.4 on account of Operating Expenses and/or Taxes for the Lease Year is
more than Tenant's liability for Operating Expenses and/or Taxes, then Landlord
shall pay the difference to Tenant within thirty (30) days irrespective as to
whether Tenant shall no longer occupy the Premises.

      4.6 If the Delivery Date is other than January 1 or if the Termination
Date is other than December 31, Tenant's liability for Operating Expenses and
Taxes for the Lease Year in which said Date occurs shall be prorated based upon
a three hundred sixty-five (365) day year.

                                        7
<PAGE>

      4.7 Notwithstanding any other provision of this Lease to the contrary,
Tenant shall have the right to audit the Operating Expenses, Taxes and any and
all other costs, charges or expenses (collectively, the "charges") for which
Tenant is required to reimburse Landlord pursuant to this Lease, and Landlord
agrees to cooperate with any such audit. Landlord shall maintain complete books
and records in accordance with generally accepted accounting principles for the
same period as required for income tax reporting purposes. Such audit(s) shall
only take place within one (1) year after such charges are due in accordance
with the terms hereof. If it shall be determined as a result of such audit(s)
that Tenant has overpaid any of such charges, Landlord shall promptly refund to
Tenant the amount of such overpayment. If the amount of Tenant's overpayment
exceeds four percent (4%) of said charges, Landlord shall promptly pay the cost
of said audit(s) upon Tenant's submission of an invoice for same.

5. TENANT'S RIGHT TO TERMINATE. The Tenant's obligation under this Lease is
specifically contingent upon Landlord using reasonably diligent efforts, at its
own expense, to secure all permits, licenses and other governmental and private
approvals which are required for the modification of the Site Plan as shown on
Exhibit C by February 10, 2005 (the "Approvals").

      If Landlord does not receive said Approvals by February 10, 2005, then
Tenant, at its sole option, may elect to terminate this Lease by written notice
to Landlord on or before February 20, 2005, accompanied by a lease termination
payment in the amount equal to Landlord's costs relative to Tenant's specific
construction requirements for the Premises, which costs include the Base
Building Architectural Design, Base Building Sub-Redesign, Fit Up of
Architectural Design, Steel Premium for Freezer/Cooler Space, Preconstruction
Activities/Dacon Project Planning, Refrigeration Sub-Design and General
Conditions and Supervision (45 days extra due to termination and re-work), but
such payment shall in no event exceed $85,000.00. If Tenant gives such timely
notice and payment, this Lease shall terminate and be of no further force or
effect; otherwise, Tenant shall conclusively be deemed to have waived any
termination right it may have under this Section 5.

6. LANDLORD'S WORK/ALTERATIONS.

      6.1 Landlord shall, at Landlord's sole cost and expense, cause to be
performed the work required described on Exhibit B ("Landlord's Work"). Landlord
shall use due diligence to promptly commence construction and shall use diligent
efforts to complete Landlord's Work. All Landlord's Work shall be done in a good
and workmanlike manner employing good materials and in compliance with all
applicable laws, rules, regulations and codes, including, without limitation,
all building and zoning laws. Landlord shall not make any material changes in
Landlord's Work without the prior written approval of Tenant, but Landlord shall
have the right to substitute materials of equal or higher quality if materials
specified on Exhibit B are not available in time for a timely completion of
Landlord's Work. Tenant shall have the right to install (at its own cost and
expense) and operate a generator on the (10' x 15') generator pad shown on the
Plan. Landlord shall be responsible for constructing the generator pad at its
cost and expense. Landlord agrees to use its best efforts to obtain all
governmental approvals necessary to modify the site plan to reduce the parking
and create trailer parking areas as shown on Exhibit C, and if Landlord is able
to obtain such approvals, the parking areas shall be built according to said
Exhibit C.

                                        8
<PAGE>

      6.2 Construction Representatives. Each party authorizes the other to rely,
in connection with plans and construction, upon approval and other actions on
the party's behalf by any Construction Representative of the party named in the
Reference Page or any person hereafter designated in substitution or addition by
written notice to the party relying. Tenant's Construction Representative shall
be afforded full and complete access to the Premises and Landlord's Work during
the construction of such work, and Landlord shall allow Tenant's Construction
Representative to attend meetings relating thereto.

      6.3 Tenant shall not make or suffer to be made any alterations, additions,
or improvements, including, but not limited to, the attachment of any fixtures
or equipment in, on, or to the Premises or any part thereof or the making of any
improvements as required by Article 7, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed. When applying for such consent, Tenant shall, if requested by Landlord,
furnish complete plans and specifications for such alterations, additions and
improvements. Landlord may condition any consent on Tenant's agreement to remove
such alterations, improvements or additions at the end of the Term and to
restore the Premises to their previous condition. Notwithstanding the foregoing,
non-structural alterations costing less than $50,000.00 may be made by Tenant
without Landlord's approval provided Tenant provides Landlord with as-built
plans for such alteration(s) and will remove the same from the Premises upon
Landlord's request upon the termination of this Lease.

      6.4 In the event Landlord consents to the making of any such alteration,
addition or improvement by Tenant, the same shall be made at Tenant's sole cost
and expense. If Tenant shall employ any Contractor other than Landlord's
Contractor and such other Contractor or any Subcontractor of such other
Contractor shall employ any non-union labor or supplier, Tenant shall be
responsible for any and all delays, damages and extra costs suffered by Landlord
as a result of any dispute with any labor unions concerning the wage, hours,
terms or conditions of the employment of any such labor.

      6.5 All alterations, additions or improvements proposed by Tenant shall be
constructed in accordance with all government laws, ordinances, rules and
regulations and Tenant shall, prior to construction, provide the additional
insurance required under Article 11 in such case, and also all such assurances
to Landlord, including but not limited to, waivers of lien, surety company
performance bonds and personal guaranties of individuals of substance as
Landlord shall reasonably require to assure payment of the costs thereof and to
protect Landlord and the Building and appurtenant land against any loss from any
mechanic's, materialmen's or other liens. Tenant shall pay in addition to any
sums due pursuant to Article 4, any increase in real estate taxes attributable
to any such alteration, addition or improvement for so long, during the Term, as
such increase is ascertainable. If there shall be any dispute as to whether any
increase shall be attributable to Tenant's improvements, the burden shall be on
Landlord to establish the same and the matter shall be submitted to a third
party expert in municipal tax assessment for final and binding arbitration. At
Landlord's election said sums shall be paid in the same way as sums due under
Article 4.

      6.6 All alterations, additions, and improvements in, on, or to the
Premises made or installed by Tenant, including carpeting, shall be and remain
the property of Tenant during the Term but, excepting furniture, furnishings,
movable racks and partitions of less than full height

                                        9
<PAGE>

from floor to ceiling and other trade fixtures, shall become a part of the
realty and belong to Landlord without compensation to Tenant upon the expiration
or sooner termination of the Term, at which time title shall pass to Landlord
under this Lease as by a bill of sale, unless Landlord elects otherwise. Upon
such election by Landlord and provided Landlord informs Tenant of such election
at the time Tenant requests approval of any alterations, Tenant shall, at
Tenant's sole cost and expense, forthwith and with all due diligence remove any
such alterations, additions or improvements which are designated by Landlord to
be removed prior to such alterations being made, and Tenant shall forthwith and
with all due diligence, at its sole cost and expense, repair and restore the
Premises to their original condition, reasonable wear and tear and damage by
fire or other casualty and repairs that are the responsibility of the landlord,
excepted.

7. REPAIR.

      7.1 Landlord shall have no obligation to alter, remodel, improve, repair,
decorate or paint the Premises, except as may be specified in Exhibit B attached
to this Lease, and except that Landlord shall promptly repair, replace and
maintain the common areas and the exterior and structural portions of the
Building, including without limitation, the roof, walls, foundation, exterior
paint, exterior glass, floors (other than carpeting), the parking areas and
Building Systems including without limitation, plumbing, electrical (excluding
equipment in Tenant's freezer and refrigeration areas and HVAC throughout the
Premises which shall be Tenant's sole responsibility), utility and sewer lines
and sprinkler systems, except for damage caused or repairs required as a result
of the acts or omissions of Tenant or Tenant's agents, employees, contractors or
invitees. Landlord's costs of repair and maintenance of any of the foregoing
(but not replacement costs) shall be included in Tenant's Proportionate Share of
Operating Expenses. By taking possession of the Premises, Tenant accepts them as
being in good order, condition and repair and in the condition in which Landlord
is obligated to deliver them except for such items for which Tenant shall have
given written notice to Landlord within sixty (60) days after the Delivery Date,
except that with respect to the Building's HVAC system, seasonal items, items
under warranty and latent defects, Tenant shall have up to six (6) months to
notify Landlord of the same. It is hereby understood and agreed that no
representations respecting the condition of the Premises or the Building have
been made by Landlord to Tenant, except as specifically set forth in this Lease.
Landlord shall not be liable for any failure to make any repairs or to perform
any maintenance unless such failure shall persist for an unreasonable time after
written notice of the need of such repairs or maintenance is given to Landlord
by Tenant.

      7.2 Tenant shall at its own cost and expense, subject to Landlord's
obligations pursuant to Section 7.1 above, keep and maintain all parts of the
Premises and such portion of the Building and improvements as are within the
exclusive control of Tenant in good condition, promptly making all necessary
repairs and replacements, whether ordinary or extraordinary, with materials and
workmanship of the same character, kind and quality as the original (including,
but not limited to, repair and replacement of all fixtures installed by Tenant,
interior glass, doors, any special office entries, interior walls and finish
work, floor coverings, electrical systems and fixtures, refrigeration units,
dock boards, truck doors, dock bumpers, plumbing work and fixtures, and
performance of regular removal of trash and debris). Tenant, as part of its
obligations hereunder shall keep the Premises in a clean and sanitary condition.
Tenant, upon termination of this Lease in any way, will yield up the Premises to
Landlord in good condition and repair, reasonable wear and tear, loss by fire or
other casualty and repairs that are the

                                       10
<PAGE>

responsibility of Landlord excepted. Tenant shall, at its own cost and expense,
repair any damage to the Premises or the Building resulting from and/or caused
in whole or in part by the negligence or misconduct of Tenant, its agents,
employees, invitees, or any other person entering upon the Premises as a result
of Tenant's business activities or caused by Tenant's default hereunder.
Landlord shall similarly be responsible to Tenant for damage to the Premises
covered by Landlord or its contractors.

      7.3 Except as provided in Article 22, there shall be no abatement of rent
and no right of Tenant to terminate this Lease by reason of any injury to or
interference with Tenant's business arising due to the fault of Landlord, from
the making or failure to make any repairs, alterations or improvements in or to
any portion of the Building or the Premises or to fixtures, appurtenances and
equipment in the Building. Except to the extent, if any, prohibited by law,
Tenant waives the right to make repairs at Landlord's expense under any law,
statute or ordinance now or hereafter in effect.

      7.4 Notwithstanding anything to the contrary contained in this Lease,
Landlord shall cause Landlord's Work, and all other work performed by Landlord
pursuant to this Lease to be performed in a good, workmanlike and lien free
manner in compliance with all applicable laws, rules and regulations, and
Landlord warrants that all such work and all systems and equipment installed by
Landlord in the Building or the Premises shall be in good working condition as
of the Rent Commencement Date.

8. LIENS. Tenant shall keep the Premises, the Building and appurtenant land and
Tenant's leasehold interest in the Premises free from any liens arising out of
any services, work or materials performed, furnished, or contracted for by
Tenant, or obligations incurred by Tenant. In the event that Tenant shall not,
within thirty (30) days following the imposition of any such lien, either cause
the same to be released of record or provide Landlord with insurance against the
same issued by a major title insurance company or such other protection against
the same as Landlord shall reasonably accept, Landlord shall have the right to
cause the same to be released by such means as it shall deem proper, including
payment of the claim giving rise to such lien. All such sums paid by Landlord
and all reasonable expenses incurred by it in connection therewith shall be
considered additional rent and shall be payable to it by Tenant within thirty
(30) days of demand.

9. ASSIGNMENT AND SUBLETTING.

      9.1 Except as expressly set forth herein, Tenant shall not have the right
to assign or pledge this Lease or to sublet the whole or any part of the
Premises whether voluntarily or by operation of law, or permit the use or
occupancy of the Premises by anyone other than Tenant, and shall not make,
suffer or permit such assignment, subleasing or occupancy, without the prior
written consent of Landlord, which consent Landlord agrees not to unreasonably
withhold or delay. Said restrictions shall be binding upon any and all assignees
of this Lease and subtenants of the Premises. In the event Tenant desires to
sublet, or permit such occupancy of, the Premises, or any portion thereof, or
assign this Lease, Tenant shall give written notice thereof to Landlord at least
thirty (30) days prior to the proposed Delivery Date of such subletting or
assignment, which notice shall set forth the name of the proposed subtenant or
assignee, the relevant terms of

                                       11
<PAGE>

any sublease or assignment and copies of any financial reports and other
relevant financial reports and other relevant financial information of the
proposed subtenant or assignee.

      9.2 In the event that Tenant sells, sublets, assigns or transfers this
Lease, Tenant shall pay to Landlord as additional rent an amount equal to fifty
percent (50%) of any Increased Rent (as defined below) when and as such
Increased Rent is received by Tenant. As used in this Section, "Increased Rent"
shall mean the excess of (i) all rent and other consideration attributed to this
Lease which Tenant is entitled to receive by reason of any sale, sublease,
assignment or other transfer of this Lease, over (ii) the Rent, Taxes and
Operating Expense otherwise payable by Tenant under this Lease at such time
after deducting all of Tenant's reasonable costs directly related to such
sublease or assignment. For purposes of the foregoing, any consideration
received by Tenant in form other than cash shall be valued at its fair market
value as determined by Landlord in good faith.

      9.3 Notwithstanding any assignment or subletting, permitted or otherwise,
Tenant shall at all times remain directly, primarily and fully responsible and
liable for the payment of the rent specified in this Lease and for compliance
with all of its other obligations under the terms, provisions and covenants of
this Lease. Upon the occurrence of an Event of Default, if the Premises or any
part of them are then assigned or sublet, Landlord, in addition to any other
remedies provided in this Lease or provided by law, may, at its option, collect
directly from such assignee or subtenant all rents due and becoming due to
Tenant under such assignment or sublease and apply such rent against any sums
due to Landlord from Tenant under this Lease, and no such collection shall be
construed to constitute a novation or release of Tenant from the further
performance of Tenant's obligations under this Lease.

      9.4 Notwithstanding any other provision hereof, Tenant shall have no right
to make (and Landlord shall have the absolute right to refuse consent to) any
assignment of this Lease or sublease of any portion of the Premises if at the
time of either Tenant's notice of the proposed assignment or sublease or the
proposed Delivery Date thereof, there shall exist any uncured Event of Default
of Tenant.

      9.5 Tenant will pay to Landlord a sum equal to all of Landlord's
reasonable third party costs, including reasonable attorney's fees, incurred in
investigating and considering any proposed or purported assignment or pledge of
this Lease or sublease of any of the Premises, regardless of whether Landlord
shall consent to, refuse consent, or determine that Landlord's consent is not
required for, such assignment, pledge or sublease. Any purported sale,
assignment, mortgage, transfer of this Lease or subletting which does not comply
with the provisions of this Article 9 shall be void.

      9.6 Notwithstanding the foregoing provisions of this Section 9, Tenant
may, without Landlord's consent, assign this Lease or sublet any portion or all
of the Premises to any corporation, partnership, trust, association or other
business organization directly or indirectly controlling or controlled by Tenant
or to any successor by merger, consolidation or acquisition of all or
substantially all of the assets of Tenant, provided that the surviving entity
shall have a financial statement (balance sheet and income statement) at least
as strong as that of the Tenant at the time of execution of this Lease and shall
assume all of Tenant's obligations under this

                                       12
<PAGE>

Lease. As long as Tenant is a public company, the public trading of its stock
shall not constitute an assignment of this Lease.

10. INDEMNIFICATION. None of the Landlord Entities (defined in Section 28 below)
shall be liable and Tenant hereby waives all claims against them for any damage
to any personal property or any injury to any person in or about the Premises or
the Land by or from any cause whatsoever (including without limiting the
foregoing, rain or water leakage of any character from the roof, windows, walls,
basement, pipes, plumbing works or appliances, the Building not being in good
condition or repair, gas, fire, oil, electricity or theft), except to the extent
caused by or arising from the negligence or willful misconduct of Landlord or
its agents, employees or contractors for which Landlord agrees to indemnify and
hold harmless Tenant. Tenant shall protect, indemnify and hold the Landlord
Entities harmless from and against any and all loss, claims, liability or costs
(including court costs and reasonable attorney's fees) incurred by reason of (a)
any damage to any property (including but not limited to property of any
Landlord Entity) or any injury (including but not limited to death) to any
person occurring in, on or about the Premises or the Land to the extent that
such injury or damage shall be caused by or arise from any negligence by or of
Tenant, its agents, servants, employees, invitees, or visitors to meet any
standards imposed by any duty with respect to the injury or damage; (b) the
conduct or management of any work or thing whatsoever done by the Tenant in or
about the Premises or from transactions of the Tenant concerning the Premises;
(c) Tenant's failure to comply with any and all governmental laws, ordinances
and regulations applicable to the condition or use of the Premises or its
occupancy to the extent required in this Lease; or (d) any breach or default on
the part of Tenant in the performance of any covenant or agreement on the part
of the Tenant to be performed pursuant to this Lease. The provisions of this
Article shall survive the termination of this Lease with respect to any claims
or liability accruing prior to such termination.

      Landlord will, in all events, indemnify and save Tenant harmless from and
against any and all claims, actions, damages, liability and expense in
connection with the loss of life, personal injury and/or damage to property
arising from or out of any occurrence in, upon or at the common areas or the
occupancy or use of same, or any part thereof, by Landlord and its respective
agents, employees or contractors, without limitation, with the exception of
those matters which stem directly from Tenant's negligence, omissions or
intentional acts. In the event Tenant shall, with no fault on its part, be made
a party to any litigation commenced by or against Landlord arising from any such
action for which Landlord shall be responsible to indemnify Tenant, then
Landlord shall protect and hold Tenant harmless and pay all costs, expenses and
reasonable attorney's fees in connection with such litigation with attorneys
selected by Landlord, subject to Tenant's reasonable approval.

11. INSURANCE.

      11.1 Tenant shall keep in force throughout the Term: (a) a Commercial
General Liability insurance policy or policies to protect the Landlord Entities
against any liability to the public or to any invitee of Tenant or a Landlord
Entity incidental to the use of or resulting from any accident occurring in or
upon the Premises with a limit of not less than $1,000,000.00 per occurrence and
not less than $2,000,000.00 in the annual aggregate, or such larger amount as
Landlord may prudently require from time to time, covering bodily injury and
property damage liability and $1,000,000 products/completed operations
aggregate; (b) Business Auto Liability

                                       13
<PAGE>

covering owned, non-owned and hired vehicles with a limit of not less than
$1,000,000 per accident; (c) insurance protecting against liability under
Worker's Compensation Laws with limits at least as required by statute; (d)
Employers Liability with limits of $500,000 each accident, $500,000 disease
policy limit, $500,000 disease--each employee; and (e) All Risk or Special Form
coverage protecting Tenant against loss of or damage to Tenant's alterations,
additions, improvements, carpeting, floor coverings, panelings, decorations,
fixtures, inventory and other business personal property situated in or about
the Premises to the full replacement value of the property so insured.

      11.2 Each of the aforesaid policies shall (a) be provided at Tenant's
expense; (b) name the Landlord and building management company, if any, as
additional insureds; (c) be issued by an insurance company with a minimum Best's
rating of "A: VII" during the Term; (d) provide that said insurance shall not be
canceled unless thirty (30) days prior written notice (ten days for non-payment
of premium) shall have been given to Landlord; and (e) may be provided as a part
of any blanket insurance policy or policies maintained by Tenant; and said
policy or policies or certificates thereof shall be delivered to Landlord by
Tenant upon the Delivery Date and at least thirty (30) days prior to each
renewal of said insurance.

      11.3 Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises ("Work") the aforesaid insurance
protection must extend to and include injuries to persons and damage to property
arising in connection with such Work, without limitation including liability
under any applicable structural work act, and such other insurance as Landlord
shall require; and the policies of or certificates evidencing such insurance
must be delivered to Landlord prior to the commencement of any such Work.

      11.4 Landlord represents that it currently maintain and shall maintain
throughout the Term (a) all risk of physical loss coverage for the full
replacement cost of the Building and (b) general liability insurance coverage
for the Building consistent with that being maintained from time to time by
reasonably prudent owners of properties similar to the Building in the Boston
metropolitan area.

12. WAIVER OF SUBROGATION. Notwithstanding anything contained in this Lease to
the contrary, so long as their respective insurers so permit, Tenant and
Landlord hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage, All Risks or other
insurance now or hereafter existing for the benefit of the respective party but
only to the extent of the net insurance proceeds payable under such policies.
Each party shall obtain any special endorsements required by their insurer to
evidence compliance with the aforementioned waiver.

13. SERVICES AND UTILITIES. Tenant shall pay for all water, sewer, gas, heat,
light, power, telephone, and other utilities and services used on or from the
Premises, together with any taxes, penalties, and surcharges or the like
pertaining thereto and any maintenance charges for utilities. The Tenant's
utilities to the Premises shall be separately metered. Tenant shall furnish all
electric light bulbs, tubes and ballasts, battery packs for emergency lighting
and fire extinguishers. Landlord covenants and agrees to exercise all reasonable
efforts not to interfere with the conduct of Tenant's business in the Premises
and to exercise commercial diligence in repairing, replacing or restoring any
interruption in service or utilities.

                                       14
<PAGE>

14. HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains
possession of the Premises or part of them after termination of this Lease by
lapse of time or otherwise at the rate ("Holdover Rate") which shall be the
greater of (a) 130% for the first month and 150% thereafter of the amount of the
Annual Rent for the last period prior to the date of such termination plus 100%
of all Additional Rent under Article 4; or (b) the then market rental value of
the Premises as reasonably determined by Landlord assuming a new lease of the
Premises of the then usual duration and other terms, in either case prorated on
a daily basis, and also pay all damages sustained by Landlord by reason of such
retention, and a tenancy at sufferance at the Holdover Rate shall be deemed to
have been created. In any event, no provision of this Article 14 shall be deemed
to waive Landlord's right of reentry or any other right under this Lease or at
law.

15. SUBORDINATION. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, this Lease
shall be subject and subordinate at all times to ground or underlying leases and
to the lien of any mortgages or deeds of trust now or hereafter placed on,
against or affecting the Land, the Building, Landlord's interest or estate in
the Building, or any ground or underlying lease; provided, however, that if the
lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust
elects to have Tenant's interest in this Lease be superior to any such
instrument, then, by notice to Tenant, this Lease shall be deemed superior,
whether this Lease was executed before or after said instrument. Notwithstanding
the foregoing, Tenant covenants and agrees to execute and deliver within ten
(10) days after request by Landlord, such further instruments evidencing such
subordination or superiority of this Lease as may be required by Landlord,
including but not limited to the Subordination, Non-Disturbance and Attornment
Agreement in the form attached hereto as Exhibit D, which Tenant acknowledges to
be reasonable, or in such other form as Landlord's lender may require. Landlord
agrees to provide Tenant with a non-disturbance agreement in a form reasonable
acceptable to Tenant from its lender(s) and it shall be a condition of Tenant's
obligation to subordinate this Lease to any mortgage (and of the self
effectuating subordination provisions described above) that the mortgagee shall
provide Tenant with a reasonable Non-Disturbance Agreement. Landlord represents
that the Danvers Savings Bank is the only lender currently holding a mortgage on
the Land, and that there are no ground leases in effect on the Land, and
Landlord will provide Tenant with a Subordination, Non-Disturbance and
Attornment Agreement from such bank.

16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with all
the rules and regulations as set forth in Exhibit E to this Lease and all
reasonable modifications of and additions to them from time to time put into
effect by Landlord. Landlord shall not be responsible to Tenant for the
non-performance by any other tenant or occupant of the Building of any such
rules and regulations. Landlord covenants to reasonably enforce such rules
fairly and non-discriminatorily against all tenants in the Building.

17. REENTRY BY LANDLORD.

      17.1 Landlord reserves and shall at all times, after reasonable advance
notice to Tenant except in the case of emergency, have the right to re-enter the
Premises to inspect the same, to show said Premises to prospective purchasers,
mortgagees or, tenants, and to alter, improve or repair any portion of the
Building, and may for that purpose erect, use and maintain scaffolding,

                                       15
<PAGE>

pipes, conduits and other necessary structures and open any wall, ceiling or
floor in and through the Building and Premises where reasonably required by the
character of the work to be performed, provided entrance to the Premises shall
not be blocked thereby, and further provided that the business of Tenant shall
not be interfered with unreasonably.

      17.2 Landlord shall have the right at any time to change the arrangement
and/or locations of entrances, or passageways, doors and doorways, and
corridors, windows, elevators, stairs, toilets or other public parts of the
Building provided the same does not unreasonably interfere with Tenant's use of
the Premises or inconvenience Tenant, and to change the name, number or
designation by which the Building is commonly known. In the event that Landlord
damages any portion of any wall or wall covering, ceiling, or floor or floor
covering within the Premises, Landlord shall repair or replace the damaged
portion to match the original as nearly as commercially reasonable but shall not
be required to repair or replace more than the portion actually damaged.
Landlord agrees that it shall not eliminate any parking shown on the Plan,
except as proposed by the modification of the site plan to accommodate Tenant's
truck parking shown on Exhibit C, and shall not make any material modifications
to Tenant's vehicular ingress or egress to or from the Property.

      17.3 For each of the aforesaid purposes, Landlord shall at all times have
and retain a key with which to unlock all of the doors in the Premises,
excluding Tenant's vaults and safes or special security areas (designated in
advance), and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency to obtain entry to
any portion of the Premises. As to any portion to which access cannot be had by
means of a key or keys in Landlord's possession, Landlord is authorized to gain
access by such means as Landlord shall elect and the cost of repairing any
damage occurring in doing so shall be borne by Tenant and paid to Landlord as
additional rent upon demand.

18. DEFAULT.

      18.1 Except as otherwise provided in Article 20, the following events
shall be deemed to be "Events of Default" under this Lease:

            18.1.1 Tenant shall fail to pay when due any sum of money becoming
due to be paid to Landlord under this Lease, whether such sum be any installment
of the rent reserved by this Lease, any other amount treated as additional rent
under this Lease, or any other payment or reimbursement to Landlord required by
this Lease, whether or not treated as additional rent under this Lease, and such
failure shall continue for a period of ten (10) days after written notice that
such payment was not made when due, but if within any twelve month period
commencing with the date of the first notice Landlord shall give two (2) such
notices, then thereafter, the failure to pay within seven days after due any
additional sum of money becoming due to be paid to Landlord under this Lease
shall be an Event of Default without notice.

            18.1.2 Tenant shall fail to comply with any term, provision or
covenant of this Lease which is not provided for in another Section of this
Article and shall not cure such failure within thirty (30) days (forthwith, if
the failure involves a hazardous condition) after written notice of such failure
to Tenant; provided, however, that if such cure cannot be reasonably performed
within such 30-day period, Tenant shall have a reasonable period of time to
complete

                                       16
<PAGE>

such cure so long as Tenant commences the cure within such 30-day period and
thereafter diligently pursues such cure to completion.

            18.1.3 Tenant shall become insolvent, file a petition in bankruptcy
or a petition to take advantage of any insolvency statute, make an assignment
for the benefit of creditors, make a transfer in fraud of creditors, apply for
or consent to the appointment of a receiver of itself or of the whole or any
substantial part of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws, as now in
effect or hereafter amended, or any other applicable law or statute of the
United States or any state thereof.

            18.1.4 A court of competent jurisdiction shall enter an order,
judgment or decree adjudicating Tenant bankrupt, or appointing a receiver of
Tenant, or of the whole or any substantial part of its property, without the
consent of Tenant, or approving a petition filed against Tenant seeking
reorganization or arrangement of Tenant under the bankruptcy laws of the United
States, as now in effect or hereafter amended, or any state thereof, and such
order, judgment or decree shall not be vacated or set aside or stayed within
sixty (60) days from the date of entry thereof.

19. REMEDIES.

      19.1 Except as otherwise provided in Article 20, upon the occurrence of
any of the Events of Default described or referred to in Article 18, Landlord
shall have the option to pursue any one or more of the following remedies
without any notice or demand whatsoever, concurrently or consecutively and not
alternatively:

            19.1.1 Landlord may, at its election, terminate this Lease or
terminate Tenant's right to possession only, without terminating the Lease.

            19.1.2 Upon any termination of this Lease, whether by lapse of time
or otherwise, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Premises immediately, and deliver possession thereof to Landlord, and Tenant
hereby grants to Landlord full and free license to enter into and upon the
Premises in such event and to repossess Landlord of the Premises as of
Landlord's former estate and to expel or remove Tenant and any others who may be
occupying or be within the Premises and to remove Tenant's signs and other
evidence of tenancy and all other property of Tenant therefrom without being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer,
and without incurring any liability for any damage resulting therefrom, Tenant
waiving any right to claim damages for such re-entry and expulsion, and without
relinquishing Landlord's right to rent or any other right given to Landlord
under this Lease or by operation of law.

            19.1.3 Upon any termination of this Lease, whether by lapse of time
or otherwise, Landlord shall be entitled to recover as damages, all rent,
including any amounts treated as additional rent under this Lease, and other
sums due and payable by Tenant on the date of termination, plus as liquidated
damages and not as a penalty, an amount equal to the sum of: (a) an amount equal
to the then present value of the rent reserved in this Lease for the residue of
the stated Term of this Lease including any amounts treated as additional rent
under this Lease and all other sums provided in this Lease to be paid by Tenant,
minus the fair rental value of the

                                       17
<PAGE>

Premises for such residue; (b) the amount of rent loss and expense incurred
necessary to obtain a replacement tenant or tenants, and the estimated expenses
described in Section 19.1.4 relating to recovery of the Premises, preparation
for reletting and for reletting itself and (c) the cost of performing any other
covenants which would have otherwise been performed by Tenant. Landlord agrees
to use commercially reasonable efforts to relet the Premises after any default
by Tenant.

            19.1.4 Upon any termination of Tenant's right to possession only
without termination of the Lease:

                  19.1.4.1 Neither such termination of Tenant's right to
possession nor Landlord's taking and holding possession thereof as provided in
Section 19.1.2 shall terminate the Lease or release Tenant, in whole or in part,
from any obligation, including Tenant's obligation to pay the rent, including
any amounts treated as additional rent, under this Lease for the full Term, and
if Landlord so elects Tenant shall pay forthwith to Landlord the sum equal to
the entire amount of the rent, including any amounts treated as additional rent
under this Lease, for the remainder of the Term plus any other sums provided in
this Lease to be paid by Tenant for the remainder of the Term.

                  19.1.4.2 Landlord may, but need not, relet the Premises or any
part thereof for such rent and upon such terms as Landlord, in its sole
discretion, shall determine (including the right to relet the premises for a
greater or lesser term than that remaining under this Lease, the right to relet
the Premises as a part of a larger area, and the right to change the character
or use made of the Premises). In connection with or in preparation for any
reletting, Landlord may, but shall not be required to, make repairs, alterations
and additions in or to the Premises and redecorate the same to the extent
Landlord deems necessary or desirable, and Tenant shall, upon demand, pay the
cost thereof, together with Landlord's expenses of reletting, including, without
limitation, any commission incurred by Landlord. Landlord shall not be required
to observe any instruction given by Tenant about any reletting or accept any
tenant offered by Tenant unless such offered tenant has a creditworthiness
acceptable to Landlord and leases the entire Premises upon terms and conditions
including a rate of rent (after giving effect to all expenditures by Landlord
for tenant improvements, broker's commissions and other leasing costs) all no
less favorable to Landlord than as called for in this Lease, nor shall Landlord
be required to make or permit any assignment or sublease for more than the
current term or which Landlord would not be required to permit under the
provisions of Article 9.

                  19.1.4.3 Until such time as Landlord shall elect to terminate
the Lease and shall thereupon be entitled to recover the amounts specified in
such case in Section 19.1.3, Tenant shall pay to Landlord upon demand the full
amount of all rent, including any amounts treated as additional rent under this
Lease and other sums reserved in this Lease for the remaining Term, together
with the costs of repairs, alterations, additions, redecorating and Landlord's
expenses of reletting and the collection of the rent accruing therefrom
(including reasonable attorney's fees and broker's commissions), as the same
shall then be due or become due from time to time, less only such consideration
as Landlord may have received from any reletting of the Premises; and Tenant
agrees that Landlord may file suits from time to time to recover any sums
falling due under this Article 19 as they become due. Any proceeds of reletting
by Landlord in excess of the amount then owed by Tenant to Landlord from time to
time shall be

                                       18
<PAGE>

credited against Tenant's future obligations under this Lease but shall not
otherwise be refunded to Tenant or inure to Tenant's benefit.

      19.2 Landlord may, at Landlord's option, enter into and upon the Premises
if Landlord determines in its sole discretion that Tenant is not acting within a
commercially reasonable time to maintain, repair or replace anything for which
Tenant is responsible under this Lease and correct the same, without being
deemed in any manner guilty of trespass, eviction, or forcible entry and
detainer and without incurring any liability for any damage or interruption of
Tenant's business resulting therefrom.

      19.3 If, on account of any breach or default by Tenant or Landlord under
the terms and conditions of this Lease, it shall become necessary or appropriate
for either party to employ with an attorney to enforce or defend any of it's
rights or remedies arising under this Lease, the losing party agrees to pay all
of the prevailing party's reasonable attorney's fees so incurred. Tenant
expressly waives any right to trial by jury.

      19.4 Pursuit of any of the foregoing remedies shall not preclude pursuit
of any of the other remedies provided in this Lease or any other remedies
provided by law (all such remedies being cumulative), nor shall pursuit of any
remedy provided in this Lease constitute a forfeiture or waiver of any rent due
to Landlord under this Lease or of any damages accruing to Landlord by reason of
the violation of any of the terms, provisions and covenants contained in this
Lease.

      19.5 No act or thing done by Landlord or its agents during the Term shall
be deemed a termination of this Lease or an acceptance of the surrender of the
Premises, and no agreement to terminate this Lease or accept a surrender of said
Premises shall be valid, unless in writing signed by Landlord. No waiver by
Landlord of any violation or breach of any of the terms, provisions and
covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and
covenants contained in this Lease. Landlord's acceptance of the payment of
rental or other payments after the occurrence of an Event of Default shall not
be construed as a waiver of such Default, unless Landlord so notifies Tenant in
writing. Forbearance by Landlord in enforcing one or more of the remedies
provided in this Lease upon an Event of Default shall not be deemed or construed
to constitute a waiver of such Default or of Landlord's right to enforce any
such remedies with respect to such Default or any subsequent Default.

      19.6 Any and all property which may be removed from the Premises by
Landlord pursuant to the authority of this Lease or of law, to which Tenant is
or may be entitled, may be handled, removed and/or stored, as the case may be,
by or at the direction of Landlord but at the risk, cost and expense of Tenant,
and Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
reasonable expenses incurred in such removal and all storage charges against
such property so long as the same shall be in Landlord's possession or under
Landlord's control. Any such property of Tenant not retaken by Tenant from
storage within thirty (30) days after removal from the Premises and notice to
Tenant shall, at Landlord's option, be deemed conveyed by Tenant to Landlord
under this Lease as by a bill of sale without further payment or credit by
Landlord to Tenant.

                                       19
<PAGE>

      19.7 In the event that Landlord shall at any time be in default in the
observance or performance of any of the covenants and agreements required to be
performed and observed by Landlord hereunder and any such default shall continue
for a period of thirty (30) calendar days after written notice to Landlord (or
if such default is incapable of being cured in a reasonable manner within thirty
(30) calendar days then if Landlord has not commenced to cure the same within
said thirty (30) calendar day period and thereafter diligently prosecutes the
same to completion) and Landlord shall not thereafter cure such default, Tenant
shall be entitled at its election, to bring suit for the collection of any
amounts for which Landlord may be in default, or for' the performance of any
other covenant or agreement devolving upon Landlord, in addition to all remedies
otherwise provided in this Lease and otherwise available in law or equity under
the laws of the United States or the State or Commonwealth in which the Premises
are located, and after any judgment may be obtained by Tenant, Tenant may offset
the amount of any such judgment against rent due under this Lease.

      In addition to all of Tenant's other remedies hereunder, if Landlord
defaults in the performance of any obligation imposed on it by this Lease and
does not cure such default within twenty (20) days after written notice from
Tenant specifying the default (or does not within said period commence and
diligently proceed to cure such default), Tenant, without waiver of or prejudice
to any other right or remedy it may have, shall have the right, at any time
thereafter, to cure such default for the account of the Landlord, and Landlord
shall reimburse Tenant upon invoice for any amount paid and any expense or
contractual liability so incurred. If Landlord fails to reimburse Tenant, then
Tenant shall have the right to offset the amount due thereunder, together with
interest at the Default Rate (as defined in Section 14.3 herein below) from the
date of disbursement, against all rent and other charges due from Tenant to
Landlord under this Lease until Tenant has been completely reimbursed for its
expenses; provided, however, Tenant shall have no right to offset any amounts
due from Landlord until ten (10) days after Tenant shall have obtained a final
judgment from a court of competent jurisdiction indicating the amount due from
Landlord to Tenant hereunder. In the event of emergencies, or where necessary to
prevent injury to persons or damage to property or to mitigate damages, Tenant
may cure a default by Landlord before the expiration of the waiting period, but
after giving such written or oral notice to Landlord as is practical under all
of the circumstances.

20. TENANT'S BANKRUPTCY OR INSOLVENCY.

      20.1 If at any time and for so long as Tenant shall be subjected to the
provisions of the United States Bankruptcy Code or other law of the United
States or any state thereof for the protection of debtors as in effect at such
time (each a "Debtor's Law"):

            20.1.1 Tenant, Tenant as debtor-in-possession, and any trustee or
receiver of Tenant's assets (each a "Tenant's Representative") shall have no
greater right to assume or assign this Lease or any interest in this Lease, or
to sublease any of the Premises than accorded to Tenant in Article 9, except to
the extent Landlord shall be required to permit such assumption, assignment or
sublease by the provisions of such Debtor's Law. Without limitation of the
generality of the foregoing, any right of any Tenant's Representative to assume
or assign this Lease or to sublease any of the Premises shall be subject to the
conditions that:

                                       20
<PAGE>

                  20.1.1.1 Such Debtor's Law shall provide to Tenant's
Representative a right of assumption of this Lease which Tenant's Representative
shall have timely `exercised and Tenant's Representative shall have fully cured
any default of Tenant under this Lease.

                  20.1.1.2 Tenant's Representative or the proposed assignee, as
the case shall be, shall have deposited with Landlord as security for the timely
payment of rent an amount equal to the larger of: (a) three months' rent and
other monetary charges accruing under this Lease; and (b) any sum specified in
Article 5; and shall have provided Landlord with adequate other assurance of the
future performance of the obligations of the Tenant under this Lease. Without
limitation, such assurances shall include, at least, in the case of assumption
of this Lease, demonstration to the satisfaction of the Landlord that Tenant's
Representative has and will continue to have sufficient unencumbered assets
after the payment of all secured obligations and administrative expenses to
assure Landlord that Tenant's Representative will have sufficient funds to
fulfill the obligations of Tenant under this Lease; and, in the case of
assignment, submission of current financial statements of the proposed assignee,
audited by an independent certified public accountant reasonably acceptable to
Landlord and showing a net worth and working capital in amounts determined by
Landlord to be sufficient to assure the future performance by such assignee of
all of the Tenant's obligations under this Lease.

                  20.1.1.3 The assumption or any contemplated assignment of this
Lease or subleasing any part of the Premises, as shall be the case, will not
breach any provision in any other lease, mortgage, financing agreement or other
agreement by which Landlord is bound.

                  20.1.1.4 Landlord shall have, or would have had absent the
Debtor's Law, no right under Article 9 to refuse consent to the proposed
assignment or sublease by reason of the identity or nature of the proposed
assignee or sublessee or the proposed use of the Premises concerned.

21. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and
authority to enter into this Lease and that Tenant, while paying the rental and
performing its other covenants and agreements contained in this Lease, shall
peaceably and quietly have, hold and enjoy the Premises for the Term without
hindrance or molestation from Landlord subject to the terms and provisions of
this Lease. Landlord shall not be liable for any interference or disturbance by
other tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or disturbance.

22. DAMAGE BY FIRE, ETC.

      22.1 In the event the Premises or the Building are damaged by fire or
other cause and in Landlord's reasonable estimation such damage can be
materially restored within 180 days, Landlord shall forthwith repair the same
and this Lease shall remain in full force and effect, except that Tenant shall
be entitled to a proportionate abatement in rent from the date of such damage.
Such abatement of rent shall be made pro rata in accordance with the extent to
which the damage and the making of such repairs shall interfere with the use and
occupancy by Tenant of the Premises from time to time. Within thirty (30) days
from the date of such damage, Landlord shall notify Tenant, in writing, of
Landlord's reasonable estimation of the length of time within which material
restoration can be made. For purposes of this Lease, the Building or

                                       21
<PAGE>

Premises shall be deemed "materially restored" if they are in such condition as
would not prevent or materially interfere with Tenant's use of the Premises for
the purpose for which it was being used immediately before such damage.

      22.2 If such repairs cannot, in Landlord's reasonable estimation, be made
within 180 days, Landlord and Tenant shall each have the option of giving the
other, at any time within forty-five (45) days after such damage, notice
terminating this Lease as of the date of such damage. In the event of the giving
of such notice, this Lease shall expire and all interest of the Tenant in the
Premises shall terminate as of the date of such damage as if such date had been
originally fixed in this Lease for the expiration of the Term. In the event that
neither Landlord nor Tenant exercises its option to terminate this Lease, then
Landlord shall repair or restore such damage, this Lease continuing in full
force and effect, and the rent hereunder shall be proportionately abated as
provided in Section 22.1.

      22.3 Landlord shall not be required to repair or replace any damage or
loss by or from fire or other cause to any panelings, decorations, partitions,
additions, railings, ceilings, floor coverings, office fixtures or any other
property or improvements installed on the Premises or belonging to Tenant. Any
insurance which may be carried by Landlord or Tenant against loss or damage to
the Building or Premises shall be for the sole benefit of the party carrying
such insurance and under its sole control.

      22.4 In the event that Landlord should fail to complete such repairs and
material restoration within forty-five (45) days after the date estimated by
Landlord therefor as extended by this Section 22.4, Tenant may at its option and
as its sole remedy terminate this Lease by delivering written notice to
Landlord, within fifteen (15) days after the expiration of said period of time,
whereupon the Lease shall end on the date of such notice or such later date
fixed in such notice as if the date of such notice was the date originally fixed
in this Lease for the expiration of the Term.

      22.5 Notwithstanding anything to the contrary contained in this Article:
If material damage to the Premises shall occur during the last twelve months of
the Term and the Term of this Lease shall not have previously been extended by
Tenant as provided in Section 2.4 above, either party may terminate this Lease
by written notice to the other within thirty (30) days after the date of such
damage, whereupon this Lease shall end on the date of such damage as if the date
of such damage were the date originally fixed in this Lease for the expiration
of the Term.

      22.6 In the event of any damage or destruction to the Building or Premises
by any peril covered by the provisions of this Article 22, it shall be Tenant's
responsibility to properly secure the Premises and upon notice from Landlord to
remove as soon as reasonably practicable, at its sole cost and expense, such
portion of all of the property belonging to Tenant or its licensees from such
portion or all of the Building or Premises as Landlord shall request.

23. EMINENT DOMAIN. If all or any substantial part of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power of
eminent domain, or conveyance in lieu of such appropriation, either party to
this Lease shall have the right, at its option, of giving the other, at any time
within thirty (30) days after such taking, notice terminating this Lease. If
neither party to this Lease shall so elect to terminate this Lease, the

                                       22
<PAGE>

rental thereafter to be paid shall be adjusted on a fair and equitable basis
under the circumstances. In addition to the rights of Landlord above, if any
substantial part of the Building shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain or conveyance in lieu
thereof, and regardless of whether the Premises or any part thereof are so taken
or appropriated, Landlord shall have the right, at its sole option, to terminate
this Lease. Landlord shall be entitled to any and all income, rent, award, or
any interest whatsoever in or upon any such sum, which may be paid or made in
connection with any such public or quasi-public use or purpose, and Tenant
hereby assigns to Landlord any interest it may have in or claim to all or any
part of such sums, other than any separate award which may be made with respect
to Tenant's trade fixtures and moving expenses. Tenant shall make no claim for
the value of any unexpired Term unless Tenant is able to obtain a separate award
in addition to Landlord's award described above.

24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the
Building, the same shall operate to release Landlord from any future liability
upon any of the covenants or conditions, expressed or implied, contained in this
Lease in favor of Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease
with respect to such future liability. Except as set forth in this Article 24,
this Lease shall not be affected by any such sale and Tenant agrees to attorn to
the purchaser or assignee provided such purchaser or assignee recognizes
Tenant's rights under this Lease. If any security has been given by Tenant to
secure the faithful performance of any of the covenants of this Lease, Landlord
may transfer or deliver said security, as such, to Landlord's successor in
interest and thereupon Landlord shall be discharged from any further liability
with regard to said security.

25. ESTOPPEL CERTIFICATES. Within ten (10) days following receipt of any written
request which Landlord may make from time to time, Tenant shall execute and
deliver to Landlord or mortgagee or prospective mortgagee a sworn statement
certifying: (a) the date of commencement of this Lease; (b) the fact that this
Lease is unmodified and in full force and effect (or, if there have been
modifications to this Lease, that this lease is in full force and effect, as
modified, and stating the date and nature of such modifications); (c) the date
to which the rent and other sums payable under this Lease have been paid; (d)
Tenant has no knowledge of any current defaults under this Lease by either
Landlord or Tenant except as specified in Tenant's statement; and (e) such other
matters as may be reasonably requested by Landlord. Landlord and Tenant intend
that any statement delivered pursuant to this Article 25 may be relied upon by
any mortgagee, beneficiary or purchaser and Tenant shall be liable for all loss,
cost or expense resulting from the failure of any sale or funding of any loan
caused by any material misstatement contained in such estoppel certificate.
Landlord agrees to provide a similar statement to Tenant within ten (10) days
following receipt of any written request by Tenant.

26. SURRENDER OF PREMISES.

      26.1 At the end of the Term or any renewal of the Term or other sooner
termination of this Lease, Tenant will peaceably deliver up to Landlord
possession of the Premises, together with all improvements or additions upon or
belonging to the same, by whomsoever made, in the same conditions received or
first installed, broom clean and free of all debris, excepting only ordinary
wear and tear and damage by fire or other casualty and any repair,
responsibilities of

                                       23
<PAGE>

Landlord hereunder. Tenant may, and at Landlord's request shall, at Tenant's
sole cost, remove upon termination of this Lease, any and all furniture,
furnishings, racking systems, movable partitions of less than full height from
floor to ceiling, trade fixtures and other property installed by Tenant, title
to which shall not be in or pass automatically to Landlord upon such
termination, repairing all damage or holes caused by such removal. Property not
so removed shall, unless requested to be removed, be deemed abandoned by the
Tenant and title to the same shall thereupon pass to Landlord under this Lease
as by a bill of sale. All other alterations, additions and improvements in, on
or to the Premises shall be dealt with and disposed of as provided in Article 6.

      26.2 All obligations of Tenant under this Lease not fully performed as of
the expiration or earlier termination of the Term shall survive the expiration
or earlier termination of the Term. In the event that Tenant's failure to
perform prevents Landlord from releasing the Premises, Tenant shall continue to
pay rent pursuant to the provisions of Article 14 until such performance is
complete.

27. NOTICES. Any notice or document required or permitted to be delivered under
this Lease shall be addressed to the intended recipient, shall be transmitted
personally, by fully prepaid registered or certified United States Mail return
receipt requested, or by reputable independent contract delivery service
furnishing a written record of attempted or actual delivery, and shall be deemed
to be delivered when tendered for delivery to the addressee at its address set
forth on the Reference Page, or at such other address as it has then last
specified by written notice delivered in accordance with this Article 27, or if
to Tenant at either its aforesaid address or its last known registered office or
home of a general partner or individual owner, whether or not actually accepted
or received by the addressee.

28. DEFINED TERMS AND HEADINGS/FORCE MAJEURE. The Article headings shown in this
Lease are for convenience of reference and shall in no way define, increase,
limit or describe the scope or intent of any provision of this Lease. Any
indemnification or insurance of Landlord shall apply to and inure to the benefit
of all the following "Landlord Entities", being Landlord, Landlord's investment
manager, and the trustees, boards of directors, officers, general partners,
beneficiaries, stockholders, employees and agents of each of them. Any option
granted to Landlord shall also include or be exercisable by Landlord's trustee,
beneficiary, agents and employees, as the case may be. In any case where this
Lease is signed by more than one person, the obligations under this Lease shall
be joint and several. The terms "Tenant" and "Landlord" or any pronoun used in
place thereof shall indicate and include the masculine or feminine, the singular
or plural number, individuals, firms or corporations, and each of their
respective successors, executors, administrators and permitted assigns,
according to the context hereof. In any case where either party hereto is
required to do any act, delays caused by or resulting from war, civil commotion,
fire, flood or other casualty, labor difficulties, shortages of labor, materials
or equipment, government regulations, unusually severe weather, or other causes
beyond such party's reasonable control ("force majeure") other than payment
shall not be counted in determining the time during which work shall be
completed, whether such time be designated by a fixed date, a fixed time or "a
reasonable time," and such time shall be deemed to be extended by the period of
such delay providing the party claiming force majeure shall notify the other
party within a reasonable time after such delay shall have occurred.

                                       24
<PAGE>

29. TENANT'S AUTHORITY. If Tenant signs as a corporation each of the persons
executing this Lease on behalf of Tenant represents and warrants that Tenant has
been and is qualified to do business in the state in which the Building is
located, that the corporation has full right and authority to enter into this
Lease, and that all persons signing on behalf of the corporation were authorized
to do so by appropriate corporate actions. If Tenant signs as a partnership,
trust or other legal entity, each of the persons executing this Lease on behalf
of Tenant represents and warrants that Tenant has complied with all applicable
laws, rules and governmental regulations relative to its right to do business in
the state and that such entity on behalf of the Tenant was authorized to do so
by any and all appropriate partnership, trust or other actions. Tenant agrees to
furnish promptly upon request a corporate resolution, proof of due authorization
by partners, or other appropriate documentation evidencing the due authorization
of Tenant to enter into this Lease. Landlord represents to Tenant that Landlord
is authorized to execute and deliver this Lease and Landlord agrees to provide
Tenant with evidence of its authority.

30. COMMISSIONS. Each of the parties represents and warrants to the other that
it has not dealt with any broker or finder in connection with this Lease, except
as described on the Reference Page. Landlord shall be responsible to pay any
commission due the Brokers described on the Reference Page in accordance with a
separate agreement with each of the Brokers.

31. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its
provisions. This Lease shall in all respects be governed by the laws of the
state in which the Building is located.

32. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9, the terms,
covenants and conditions contained in this Lease shall be binding upon and inure
to the benefit of the heirs, successors, executors, administrators and assigns
of the parties to this Lease.

33. ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all
agreements of the parties to this Lease and supersedes any previous
negotiations. There have been no representations made by the Landlord or
understandings made between the parties other than those set forth in this Lease
and its exhibits. This Lease may not be modified except by a written instrument
duly executed by the parties to this Lease.

34. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a
reservation of the Premises. Landlord shall not be bound by this Lease until it
has received a copy of this Lease duly executed by Tenant and has delivered to
Tenant a copy of this Lease duly executed by Landlord.

35. RECORDATION. Tenant shall not record or register this Lease, but Landlord
agrees to enter into a notice of lease suitable for recording which Tenant may
register or record and shall pay all charges incident to such recording or
registration.

36. LIMITATION OF LANDLORD'S LIABILITY. Redress for any claim against Landlord
under this Lease shall be limited to and enforceable only against and to the
extent of Landlord's interest in the Building, including any rents, insurance
proceeds, sale or transfer proceeds, condemnation awards or other similar
interests. The obligations of Landlord under this

                                       25
<PAGE>

Lease are not intended to and shall not be personally binding on, nor shall any
resort be had to the private properties of, any of its trustees or board of
directors and officers, as the case may be, its investment manager, the general
partners thereof, or any beneficiaries, stockholders, employees, or agents of
Landlord or the investment manager.

37. ACCESS. Access to the Premises shall be available to Tenant 24 hours per
day, 7 days per week, 365 days per year (subject to force majeure).

38. LANDLORD'S COMPLIANCE WITH LAWS. If Landlord receives a notice of violation
(other than as a result of the acts or omissions of Tenant or its agents,
employees, or contractors) of any federal, state and local laws, ordinances,
rules and regulations and other governmental requirements with respect to the
Building and Land, other than the interior of the Premises (including but not
limited to the failure of the Building to comply with the Americans with
Disabilities Act and the Massachusetts Architectural Access Board regulations
and/or the Land or the Building to contain hazardous materials), then the work
required to bring the applicable item into compliance will be performed by
Landlord, at its expense (and shall not be passed-through as additional rent).
Landlord represents that as of the Reference Date the Land and Building do not
contain asbestos or asbestos containing materials. Landlord agrees to indemnify
and hold harmless Tenant from and against any claims, liabilities, costs, fines,
damages and expenses (including reasonable attorneys' fees and costs at all
tribunal levels) arising from Landlord's failure to comply with the foregoing
requirements and representations.

39. SIGNAGE. Tenant shall have the right, at its cost, to place a sign on the
Building at or adjacent to Tenant's main entrance and a monument sign next to
the entrance to the Premises, subject to compliance with applicable law and the
reasonable approval of Landlord and consistent with the size and layout of signs
of other tenants of the Building and Landlord's building standard. Landlord will
provide a monument sign at the entrance to Bellingham Business Center, and
Tenant will have the right, at its cost, to place its name on that monument in
accordance with uniform building standards provided by Landlord and consistent
with the size of other tenant names upon the monument.

             [THE REMAINDER OF THIS SPACE INTENTIONALLY LEFT BLANK]

                                       26
<PAGE>

      WITNESS the execution hereof under seal effective as of the 17th day of
December, 2004.

LANDLORD:                             TENANT:

BELLINGHAM MECHANIC, LLC              99 COMMISSARY LLC

By: /s/                               By: /s/ Gregory L. Burns
    ---------------------                 --------------------

Title: Its Manager                    Title: Chief Manager/President

Dated: December 17, 2004              Dated: December 16, 2004

                                       27
<PAGE>

                                    EXHIBIT A

                               [99 COMMISSARY LLC]
                                    PREMISES

Exhibit A is intended only to show the general layout of the Premises as of the
beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth in Section 17.2 with respect to arrangements and/or
locations of the Land, parking, or public parts of the Building and changes in
such arrangements and/or locations. It is not to be scaled; any measurements or
distances shown should be taken as approximate.

[The attachments to this exhibit are available to the Commission upon request.]

                                       A-1
<PAGE>

                                    EXHIBIT B

                               [99 COMMISSARY LLC]

                             LANDLORD'S IMPROVEMENTS

                                       B-1
<PAGE>

99 RESTAURANTS                      EXHIBIT B                     PROJECT DESIGN
                                                                        CRITERIA

SITE DEVELOPMENT

<TABLE>
<CAPTION>
ITEM                      DESIGN CRITERIA
----                      ---------------
<S>                       <C>
Zoning                    Industrial Zone
Site                      Space for staging 20 trucks and a concrete trash
                          compactor pad with embedded steel rails.
Car Parking               50 parking spaces including H.C. requirements
</TABLE>

FACILITY BACKGROUND

<TABLE>
<CAPTION>
ITEM                      DESIGN CRITERIA
----                      ---------------
<S>                       <C>
Building Area             78,000 SF Total with flexibility to expand
Building Elevation        Dock height 48" AFF non refrigerated and 52" AFF
                          refrigerated dock
                          Main structure approximately 32'-0"
                          clear from finished floor to bottom of steel
Classification            Storage, S1 (warehouse/distribution center)
Truck Shipping/Receiving  14 Docks total, 7 non-refrigerated, 6 refrigerated, 1
                          trash dock w/o leveler
Occupancy                 50 Employees
Construction              Structural Steel Frame with insulated Metal Panel
                          Walls
</TABLE>

SITE SERVICES & UTILITIES

<TABLE>
<CAPTION>
SERVICE                   CAPACITY
-------                   --------
<S>                       <C>
Electrical Service        As needed to support Building, Mechanical and Tenant's Equipment
Emergency Generator       Pad and Hook-up Only for a Generator to Service Refrigeration Equipment
Natural Gas               As Needed for Building Heating
City Water                100 gpm at 50 psig min.
Fire Water                As needed to meet Code Requirements
Telephone Service         10 line service (min.), high speed transmission (computer
                          services) & digital services
Storm Water               Piped System with Stormwater Detention; Designed for 50-year storm
Sanitary Waste Disposal   Sized for 50 Occupancy
</TABLE>

BUILDING AREAS

<TABLE>
<CAPTION>
AREA                           AREA (SF)   REMARKS
----                           ---------   -------
<S>                            <C>         <C>
Freezer @ -10 degrees F         20,000     Accessible from Cooler

Cooler @ 35 degrees F           10,000     With 6 refrigerated dock positions (approx 6 bays in length and 48' in depth)

Produce Cooler @ 50 degrees F    5,000     Accessible from Refrigerated Dock

Refrigerated Dock                5,000     Refrigerated to 35 degrees F

Warehouse                       31,700     With 8 dock positions, (battery charging and equipment service area 800 SF)
</TABLE>

<PAGE>

<TABLE>
<S>                    <C>       <C>
Office Area - Main     4,800     8-10 private offices, conference room, kitchen and separate break room for
                                 drivers with remaining space open plan.

Dock Office Area       1,500     2 Level office @ approx 750 sf per level
</TABLE>

                                        2
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION ONE-INTENT

These Project Outline Specifications are intended to be used as general
specifications for defining the construction methods and products that should be
included in the detailed project. The outline is a brief description of each
division of the project. It may not be necessary to utilize each specification
although they are included for reference if needed.

The facility and construction must comply with all applicable codes, laws,
statutes, ordinances regulations and generally accepted good design and
construction methods.

Adjustments may need to be made to these Project Outline Specifications in order
to cause the work to be in compliance with alterative interpretations of such
requirements.

The entire usable space should be approximately 78,000 SF subject to planning
and accommodate storage for dry, frozen and refrigerated products. Flexibility
to expand the space is imperative to the design and should be considered as part
of the intent. The facility shall be able to support tenant supplied racked
pallet storage in all areas for the entire building height.

                                        1
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

GENERAL COLD STORAGE REQUIREMENTS (FREEZER, COOLER, PRODUCE COOLER AND DOCKS)

The freezer cooler and produce cooler space shall be either an independent
structure or thermally separated to preserve the thermal integrity of the space.
In either situation, the developer shall ensure that proper building practices
are employed to achieve a refrigerated space using good construction techniques
for cold storage buildings such as to thermally isolate each space against
condensation with areas of different temperature ranges. This is extremely
important and sensitive at the exterior refrigerator dock, the developer shall
ensure that all necessary precautions are taken to thermally isolate this area.

A heated 4" sub-slab (mud slab) shall be installed with either sloped open
venting below or in slab electrical heat traced wire at building column
foundation height for the freezer, cooler and produce cooler areas. Floor
insulation above the mud slab for the Freezer, Cooler and Produce Cooler will be
six inches (6") thick extruded polystyrene installed in two three inch (3")
layers with tight, staggered joints. Insulation will be installed over a 10-mil
thick polyethylene vapor barrier. Vapor barrier seams will be lapped and sealed.
A 6-mil thick polyethylene slip-sheet will be installed between the insulation
and the finish top wear slab. The finish slab will a minimum of six inches (6")
thick concrete slab based upon a mix achieving 4000 PSI at 28 days. Slabs will
have finish tolerances of FF35 and FL25. All slabs shall be reinforced slab on
grade with a smooth, steel-troweled finish and wet cured for a minimum of seven
(7) days. All concrete floor slabs will be treated with a chemical
hardener/sealer. All slab control and construction joints shall be filled with a
two part low temperature joint sealer designed for high traffic use, installed
after freezer is at operating temperature and has had time to shrink/settle.
Install a stainless steel armored joint at all door openings and construction
joints in traffic aisles in the freezer.

Walls shall be insulated urethane metal panel walls specifically designed for
freezer and cooler and have stucco embossed 26-gauge roll formed finish as
manufactured by Alumashield, AW 300 series or equal. Vertical panel joints will
be tongue and groove type with the warmer side joint to be caulked to retard
vapor. All accessories associated with cold storage systems shall be provided
with positive thermal/vapor barrier integrity including vapor flashing, foam in
place installation, sealant, and trim. Panel thickness and R-values will be as
follows:

      -     Cooler - 5" urethane R-39 minimum

      -     Produce Cooler - 5" urethane R-39 minimum

      -     Freezer - 5" urethane R-39 minimum

Insulated urethane metal panel ceilings, if required by designed will match the
same specifications as the walls. The ceilings panels will be installed to match
walls. The ceilings will be suspended from the roof steel via track and rod
system. All exposed joints will be sealed with a USDA approved caulk.

No interior roof drains or storm water leaders inside freezer, cooler or any
refrigerated spaces.

                                        2
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

Refrigeration systems for the freezer, cooler and dock shall be roof mounted,
split systems utilizing Freon refrigerant with a PC based control system and
designed by a licensed refrigeration engineer to maintain operation temperatures
as follows:

<TABLE>
<S>                      <C>            <C>            <C>
-    Cooler              350 F          +/- 2 degrees  with 800 pallets turned every 1.5 weeks
-    Produce Cooler       50 degrees F  +/- 2 degrees  with 400 pallets turned every 1.5 weeks
-    Freezer             -10 degrees F  +/- 2 degrees  with 1600 pallets turned every 1.5 weeks
-    Refrigerated Dock    35 degrees F  +/- 2 degrees  with re-heat coils to control temperature and humidity
</TABLE>

The control equipment should also have a data logging feature, able to control
the office HVAC units.

                                        3
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION TWO - SITE WORK

02210 - EARTHWORK AND GRADING

Structural fill placed within the building areas shall consist of granular
material and be free from organic matter or other deleterious materials and
shall conform to the engineered fill specification in the geo-technical report.

The sub-base placed below pavements for driveways and parking shall consist of
granular material and be free from organic matter or other deleterious materials
and shall conform to the engineered fill specification in the geo-technical
report.

All structural and pavement sub-base fill will be placed in eight inch (8")
loose lifts and compacted to at least 95% of the Modified Proctor maximum dry
density (ASTM Dl557), with moisture contents within 2 percentage points of
optimum moisture content.

02410 - SUBDRAINAGE SYSTEM

It is assumed that, if required a sub-drainage system under proposed building
and parking/paved area will be provided. The sub-base and base layers under the
pavements will be sloped to ensure surface drainage without standing water.

02513 - BITUMINOUS CONCRETE PAVING

The minimum bituminous paving sections are as follows and should conform to
requirements of geo-technical report:

      -     Light Duty (automobile traffic and parking)

      -     3" base course and 1 1/2" wearing course asphalt placed upon 9"
            aggregate base

      -     Heavy Duty (Truck traffic)

      -     4" base course and 2" wearing course asphalt placed upon 9"
            aggregate base

Parking lot striping will be included as part of project. The number of spaces
required are for 50 cars and 20 tractor-trailers.

All loading dock positions will be striped.

02515 - PORTLAND CONCRETE PAVEMENT AND SIDEWALKS

All truck parking will be concrete pavement. Concrete pavement will be a minimum
eight inches (8") thick placed on a minimum nine inch (9") thick aggregate base
with a compressive strength of 4,000 PSI and a broom finish. Concrete joints for
construction of contraction joints will be on a fifteen foot by fifteen foot
(15' x 15') maximum grid and centered between dock doors. All joints shall be
doweled.

Sidewalks and all other site concrete will have a compressive strength of 3,000
PSI. Sidewalks shall be four inch (4") thick and five feet (5') wide with a four
inch (4") aggregate base.

                                        4
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

02700 - SITE UTILITIES

-     SANITARY SEWER
      Minimum 6" gravity with a capacity for 50 person occupancy

-     WATER
      Water demands shall be fed from the municipal water supply at an
      instantaneous flow of 100 gpm. All connection, tap, and impact fees shall
      be included in project.

-     NATURAL GAS AND PROPANE
      Natural gas will be provided, if available on site. Review demand loads to
      ensure adequate supply is available.

-     ELECTRICAL SERVICE
      Provide a single metered electrical service per section 16 specifications
      sized adequately to support the Building, Mechanical and Tenant
      requirements.

02841 - EXTERIOR SIGNAGE

All exterior signage will be by tenant and conform to all local codes and
building regulations.

02900 - LANDSCAPE

A landscaping allowance shall be included for erosion control and permanent
grassing (hydro seeding), plantings (per approved landscape plan with local
available landscape stock), irrigation system to include front entry area,
parking islands and approach vistas, and the spreading on-site stockpiled
topsoil over all the disturbed, unimproved areas. Also included is a 3' wide
gravel pest strip at the perimeter of the building of all food storage spaces.
This value shall include landscape design.

                                        5
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION THREE - CONCRETE WORK

03100 - CONCRETE FOUNDATIONS

Concrete for the foundation systems will be based upon a concrete mix achieving
3000 PSI at 28 days. The foundations for new building addition will be spread
footings or as recommended by geo-technical investigation. They will consist of
a reinforced concrete spread footings with a perimeter insulated concrete
foundation wall as required by local building codes.

03310 - CONCRETE SLABS

Concrete for the slab systems will be based upon a concrete mix achieving 4000
PSI at 28 days. Slabs in the storage freezer and all coolers will have finish
tolerances of FF35 and FL25. All slabs shall be reinforced slab on grade with
poly vapor barrier. An extruded polystyrene insulation (60 PSF) high density
board and additional thick vapor barrier will be installed within the floor slab
in all new freezer and refrigerated spaces. A reinforced concrete topping will
be installed over the insulation board.

All interior floor slabs will have a smooth, steel-troweled finish and wet cured
for a minimum of seven (7) days. All concrete floor slabs will be treated with a
chemical hardener/sealer.

A part-time representative from an independent concrete testing laboratory will
be present to observe placement and finishing operations, perform all slump
testing, and prepare and cure cylinders for the compressive test of all
concrete. Cost for testing shall be included as part of project scope.

All Concrete curbs adjacent to walls will be six inches thick (6") and sixteen
inches (18") tall with sloped top. Horizontal and vertical steel reinforcing
will be installed inside the curb.

The slab thickness throughout the facility will vary depending upon use. The
minimum thickness will be 4 inches for office areas. The variation due to
loading requirements for each area will be assessed to determine appropriate
slab thickness. Note that a minimum thickness of 6 inches will be maintained in
the warehouse and storage areas.

The grade-supported floor slabs will be constructed over a minimum 4-inch thick
granular mat and/or per the geotechnical report recommendations, with a minimum
10-mil thick polyethylene vapor retarder beneath the granular mat. Appropriate
slab finishing and curing methods will be employed to reduce the risk of slab
curling.

                                        6
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION FOUR - MASONRY

04220 - CONCRETE MASONRY UNIT

Interior Concrete Masonry Unit, (CMU) walls will be hollow type of appropriate
depth for height application and reinforced with galvanized, truss type for
horizontal joint and concrete fill reinforced steel for vertical type as
required. Lintels will be either back to back angles or pre-cast, installed
where required to support door openings and equipment openings through walls.

Concrete masonry unit walls will be fire rated where required by applicable
building codes.

All interior block walls/partitions in food preparation areas shall be
non-porous type and shall have latex block filler and epoxy paint coating.

                                        7
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION FIVE - METALS

05120 - STRUCTURAL STEEL AND JOISTS

All structural steel will conform to the latest design standards and
specifications of the American Institute of Steel Construction (AISC) and SJI.
All structural steel and bar joists will be shop-primed gray.

The clear height to the underside of the roof structure shall be a minimum of 32
feet clear.

The roof framing system will be designed to support the necessary live and dead
loads required by the governing building codes, plus an additional dead load for
roof supported utility equipment and piping.

05310 - METAL ROOF DECKING

Steel decking for the roof will be standard one and one half inches (11/2")
deep, 22-gauge, wide rib type, with a galvanized finish unless otherwise noted.

05500 - MISCELLANEOUS METAL

All dock leveler frames, lintels, sill angles, overhead door flames, stair
railings, trench drain frames, ladders, roof and wall frames for mechanical
equipment shall be included.

Ladders and railings will be installed in accordance with OSHA requirements.

Forklift traffic doors at the cooler and freezer will receive goal post type
3-sided pipe bollard protection on each side of the opening.

Four foot (4') high pipe bollards will be provided and will be located at fork
truck traffic doors and dock doors. The bollards shall be painted mild steel.

All miscellaneous steel ladders and stairs on the exterior of the building will
be galvanized.

                                        8
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION SIX - WOOD AND LAMINATES

06100 - ROUGH CARPENTRY

Rough carpentry shall include all wood blocking such as roof curbs for
mechanical units, roof parapets around the perimeter of the facility and
concrete curb forms. Rough carpentry anticipated for the office area and
employee amenities includes all wall framing, ceiling framing, concealed
blocking in walls and ceilings, wood nailers, cants and furring required along
with any plywood sheathing needed to mount panels. Also included under rough
carpentry is the installation of all hardware, including bolts, screws, spikes,
nails, clips and connection assemblies.

06200 - FINISH CARPENTRY

Finish carpentry shall include all wood trim as required in office related
areas, closet shelving, coat rods and associated hardware. Installation of all
wood and steel doors and frames including door hardware.

06400 - ARCHITECTURAL WOODWORKING

Section includes all casework, window sills and countertops.

Areas to receive laminated casework are as follows:

      -     Kitchen

      -     Drivers Break room

Counters and cabinets will be constructed of particleboard with plastic laminate
finish on exposed surfaces.

                                        9
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION SEVEN - THERMAL AND MOISTURE PROTECTION

07210 - BUILDING INSULATION

Floor insulation will be extruded polystyrene 40 psf (min.) manufactured by Dow
or UC Industries, Inc. Insulation in the freezer will be six inches (6") thick
installed in two three inch (3") layers with tight, staggered joints. Insulation
will be installed over a 10-mil thick polyethylene vapor barrier. Vapor barrier
seams will be lapped and sealed. A 6-mil thick polyethylene slip-sheet will be
installed between the insulation and the slab.

Insulated urethane metal panel walls for freezer and all cooler will have stucco
embossed 26-gauge roll formed finish as manufactured by Alumashield, or approved
equal. Panels to meet the appropriate local building code. The panel color and
trim will be selected from the manufacturer's standard colors. Vertical panel
joints will be tongue and groove type. The warmer side joint will be caulked to
retard vapor.

All accessories to provide a system with positive thermal/vapor barrier
integrity including vapor flashing, foam in place installation, sealant, and
trim are provided. Panel thickness and R-values will be as follows:

            -     Cooler - 5" urethane R-39 minimum

            -     Produce Cooler - 5" urethane R-39 minimum

            -     Freezer - 5" urethane R-39 minimum

Insulated urethane metal panel ceilings will match the same specifications as
the walls. The ceilings panels will be installed to match walls. The ceilings
will be suspended from the roof steel via track and rod system. All exposed
joints will be sealed with a USDA approved caulk.

07531 - SINGLE PLY ROOF MEMBRANE SYSTEM

The roof system shall comply with local building codes. Install a single ply 60
mil thick, fully adhered or mechanically fastened, thermoplastic or single ply
EPDM as manufactured by Firestone, Carlisle, Sarnafil, I P. Stevens, or equal.

The roof insulation will be polyisocyanurate with a glass fiber reinforced felt
face. Tapered insulation will be used to create "crickets" for draining. The
insulation will be installed as per the manufacturers' recommendations.
Insulation thickness and R values will be as follows:

            -     Dry Warehouse - R-32, minimum

            -     Cooler/refrigerated dock - R-50 minimum

            -     Office Area - R-22, minimum

            -     Freezer Area - R-50, minimum

The manufacturer's warranty will be 10 years.

                                       10
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

Walkway pads are provided at all traffic concentration points such as roof
ladders and surrounding rooftop equipment.

07600 - FLASHING AND SHEET METAL

The roof will pitch at a rate of one fourth (1/4") per foot to provide for
drainage to either interior roof drains, wall scupper and downspout or roof
gutters with downspouts. External emergency overflow roof drainage will be
provided as required depending on drainage system.

All wall and roof flashing shall be included, details will be dependant on
condition and location. All top of wall metal cap/coping to be installed and
coordinated with adjacent finishes and colors.

07920 - SEALANTS AND CAULKING

Caulking and/or sealing of exterior and interior door and window frames,
concrete panel joints, insulated metal walls and ceilings, masonry control
joints, concrete floor slabs, curbs and all surface material changes as required
to provide a watertight and seamless installation systems is included. Caulking
of joints in fire rated partitions and walls will be a U.L. listed fire rated
joint treatment system. All joint sealers shall be coordinated with intended use
and conditions to be subjected to for appropriateness of materials specified.

All interior caulking in food preparation areas shall be USDA approved.

                                       11
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION EIGHT - DOORS WINDOWS AND GLASS

08110 - STEEL DOORS AND FRAMES

Personnel doors, except in refrigerated spaces, will be 18-gauge hollow metal
set in 16-gauge pressed metal frames, exterior doors will have an insulated
core. Door hardware will include locksets, hinges, closures, exit devices, etc.
as required. Locksets will be heavy-duty commercial mortise type, lever design,
with a satin chrome finish. All lock cylinders will be master keyed.

All exterior doors will be fully weather stripped and sealed to prevent
infestation.

08210 - WOOD DOORS

Solid core wood doors are specified for use in the office area only. Doors shall
be stain grade oak veneer flush leafs in 16 gauge metal frames. Door hardware
will include locksets, hinges, closures, exit devices, etc. as required.
Lock-sets will be heavy-duty commercial type, lever design, with a satin chrome
finish. All lock cylinders will be master keyed.

08333 - OVERHEAD COILING DOORS

Overhead coiling doors include both insulated steel roll up doors and steel fire
rated roll up doors. Curtain slats to be interlocking, roll formed, 24 gauge
galvanized steel. Insulation to be foam-in place polyurethane. Fire rated door
slats to be 22 gauge galvanized steel. Hood to be 24 gauge galvanized steel.
Finish will be galvanized. Operation to be both electric and manual. Fire rated
door automatic closure to be thermally controlled by fusible links.

08360 - SECTIONAL OVERHEAD DOORS

Sectional insulated 8 x 10 overhead doors at the dock doors will have hot dipped
galvanized steel minimum .016" thick pre-finished white skins and a
foam-in-place polyurethane core with a minimum R-value of 17. Nominal panel
thickness is 1-5/8". Doors to have thermal vision glazing, hardware to be
galvanized steel. Operation to be as required. Locking to be interior slide lock
with padlocking capability.

The dock doors shall include full weather and thermal isolation to prevent
condensation as well as insect infestation.

08370 - INSULATED DOORS -- FREEZE / COOLER

BASE SPECIFICATION - The insulated single leaf or bi-parting electric,
horizontal, sliding cooler and freezer doors will be manufactured by Jamison,
Enviro or equal. Door panel to be 24-gauge pre-finished front and back. Door
panels to be urethane foam insulated, four inches (4") thick R30 at cooler and
6" thick R45 at freezers. Door hardware to be galvanized. Freezer doors to have
perimeter heat cables within the gasketing to prevent frost. An adjustable
thermostat is provided. Electrically operated power doors will open at a speed
24" per second. Doors will have an instant reversing safety edge on the leading
edge of each door panel and a safety release feature. Power activation to be
provided by push button.

                                       12
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

ALTERNATE FREEZER / COOLER DOOR SPECIFICATION -- As an alternate to the base
building door specification for cooler and freezer doors, provide a high speed
impactable freezer / cooler door such as Iso-Tek by Rite-Hite or Arctec by
Rytec. Door shall open at a rate of 84"/second and close at a rate of 20" /
second. Door panels shall be flexible, R-10 3" thick minimum. Door operation
shall be via motion detectors with wall mounted push button back-up.

The insulated personnel doors at the cooler and freezer will be manufactured by
Jamison, Enviro or equal, door panel to be 20 gauge galvanized / painted steel
front and back. Door panels to be urethane foam insulated, four inch (4") thick
R-30 coolers and six inch (6") thick R-45 at freezers. Door hardware to be
galvanized. Freezer doors to have perimeter heat cables within the gasketing to
prevent frost. An adjustable thermostat is provided. Doors to be lockable with
exterior padlock. Safety release allows door to be opened from inside when
locked.

08375 - SPECIAL DOORS

The high speed rollup doors will be manufactured by Rytec, Rite Hite or Albany.
The roll-up door panel material to be 3-ply mono-filament rilon with vision
panel. Panel color to be selected from manufacture standard colors. Door to open
at a speed of forty-two inches (42") per second. Door activation to be by pull
cord and push button. Panel to have a breakaway bottom bar in the event of
vehicular collision, with automatic cutoff of power to operator. Door to have
safety photo eye and pneumatic auto reversing safety edge on bottom bar.

08380 - HEAVY DUTY IMPACT DOORS

Personnel/traffic doors shall be "Duralite Industrial" door for areas between
similar temperature spaces, door shall be a heavy duty, double acting, impact
door that consist of a high density polyethylene coating with a non-CFC urethane
foam core having an R-value of 12. Door sub-frames will be stainless steel.
Acceptable manufactures are ChaseDuras Company.

                                       13
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION NINE - FINISHES

09260 - GYPSUM BOARD SYSTEMS

Moisture resistant gypsum wallboard and metal studs will be used for all wet
location such as restrooms/locker areas. All Other interior "office type" spaces
will receive standard 5/8" gypsum wallboard on appropriate size metal studs.

09300 - TILE

Ceramic tile is limited to restroom walls only. Restroom floors will be
porcelain tile or a monolithic resinous floor

09400 - MONOLITHIC RESINOUS FLOORING

Monolithic resinous flooring material shall be used for employee restroom floors
and wall base. A thin coat/decorative monolithic floor coating for areas with no
thermal shock or high sanitary care but for use to provide an easily cleanable
surface. MRF system is a thin coat, 1/8" or less toweled on or painted system
which will also have slabs mechanically prepared to receive finish.

09510 - ACOUSTICAL CEILINGS

A two foot by four foot by five-eighths inch thick (2' x 4' x 5/8") or a two
foot by two foot by five-eighths thick (2' x 2' x 5/8") mineral board class A
acoustical ceiling system will be installed in all "offices" type spaces. The
ceiling tiles in the toilets and locker rooms will be Mylar coated for cleaning
purposes. The support tees will be pre-painted aluminum.

09650 - RESILIENT FLOORING

Vinyl composition floor tile will consist of twelve inch by twelve inch by
one-eighth inch (12" x 12" x 1/8") thick with a four inch (4") high vinyl base.
VCT is only included in the kitchen area, mail/copy area and break room.

09680 - CARPET

Carpet for the office areas shall be included and shall be standard 28 oz.
direct glued down roll goods. Carpet is to be the same style and color for the
entire office area, including reception/entry area. Also provide walk-off mats
at all entries.

09900 - PAINTING

All gypsum wallboard, hollow metal doors and door frames will be painted
accordingly to acceptable industry standards.

Miscellaneous steel including pipe bollards, handrails, guardrails, ladders,
etc., will receive a high gloss industrial grade paint finish, unless they are
galvanized or stainless steel.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

Paint a continuous 18" wide white floor stripe around the perimeter area,
outside walls, of all storage spaces, to include the freezer, cooler and dry
warehouse. This is to serve as a sanitary "kill zone" which is recommended by
the USDA.

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                                                                  SPECIFICATIONS

DIVISION TEN - SPECIALTIES

10160 - METAL TOILET COMPARTMENTS

Standard baked enamel factory applied finish for all metal toilet compartment
wall, rails and screens. Toilet compartment walls shall be floor mounted or wall
hung unless otherwise noted.

10440 - INTERIOR SIGNAGE

Interior signage for toilet room, hazardous areas (electrical room, boiler room,
refrigeration room, etc.) and janitor closets shall be included and conform to
applicable building codes including handicapped accessible requirements.

10522 - FIRE EXTINGUISHERS, CABINETS AND ACCESSORIES

Fire extinguishers will be installed per NFPA 10.

10810 - TOILET AND BATH ACCESSORIES

All grab bars and mirror are provided and will be installed as per local code
requirements. All soap dispensers paper towel dispensers and toilet paper
dispensers will be provided by Landlord's vendor who furnishes facility with
such items. Landlord will supply and install toilet accessories per code
requirements.

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                                                                  SPECIFICATIONS

DIVISION ELEVEN - EQUIPMENT

11161 - DOCK LEVELERS

Dock levelers shall be manually operated recessed pit style as manufactured by
Rite-Hite or approved equal. The leveler capacity will be 35,000 lbs. and the
platform size will be 6'-6" wide x 8'-0" long. The leveler lip will be twenty
inches (20") long. The subframe will be clean pit type. Features include side
and rear weather seals, full range telescoping toe guards, integral maintenance
strut, and grease fittings. Provide option for Tenant review to provide
continuous pit / vertical storing style dock levers with integral controls,
locks and motorized door operation.

The control panel will be for control of the communication lights. The safety
light communication system will include exterior traffic style green/red lights
and exterior caution signs.

Vehicle restraints are manual and as manufactured by Rite Hite or approved
equal. The restraint will provide a holding force of 32,000 lbs. Minimum and the
vertical locking range will be 12" to 30".

Pallet racking above the dock doors shall be provided and shall be supported
from the building structure with no legs to the dock floor.

Refrigerated docks shall be thermally isolated from the exterior and dissimilar
temperature spaces against condensation. Provide good sealing doors and dock
seal/shelters to prevent any air/moisture infiltration.

11642 - DOCK SEALS AND BUMPERS

The dock seal base fabric will be 22 oz. Vinyl or 16 oz. Hypalon with vertical
seals having 40 oz. vinyl or 40 oz. Hypalon wear pleats with 4" exposure and a
3-1/2" wide yellow guide stripe. Vertical side seals will be tapered to provide
7'-8" clear between pads. The head pad will be sized and positioned to provide a
truck height coverage range of 12'-6" to 13'-6". Doors over 9'-0" high will have
adjustable head curtains. Dock bumpers will be fabricated from rubberized fabric
truck tire pads. Two are provided at each leveler.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION FIFTEEN - PLUMBING, FIRE PROTECTION, HVAC

PLUMBING SYSTEMS

15430 - SANITARY AND PROCESS WASTE AND VENT SYSTEMS

The building sanitary waste and vent system will connect sanitary plumbing
fixtures, sanitary drains to site sanitary sewer at a point five feet (5'-0")
outside the foundation wall. All sanitary piping below ground will be hubless
cast iron pipe with neoprene gasket and stainless steel clamp fittings, or
service weight hub and spigot cast iron pipe with compression type neoprene
gasket fittings. All sanitary piping above ground will be hubless cast iron pipe
with neoprene gasket and stainless steel clamp fittings or Type L copper tube
with wrought copper or cast bronze DWV pattern fittings.

Condensate drips and blow downs from all new mechanical equipment will be routed
to discharge indirectly over floor drains, trench and/or hub drains with
required air gap.

Pipe sleeves and escutcheons shall be provided for all pipe penetrations through
walls. Escutcheons for piping passing through walls or ceilings into process or
production areas will be of stainless steel construction.

15438 - DOMESTIC HOT AND COLD WATER SYSTEMS

Domestic hot and cold potable water will be provided for connections to all
plumbing fixtures. Water piping will be routed parallel and perpendicular to
column lines.

Service entrance water meter, system strainer and pressure reduction station
will be provided as required by water utility and as needed for water supply
pressure. Reduced pressure principal backflow preventer will be provided for
protection of municipal water supply. Connections to mechanical equipment will
be provided with secondary and/or tertiary backflow preventers, anti-siphoning
devices and/or pressure regulators as need for protection requirements.

Underground water piping inside the building will be ductile iron with
mechanical joints for piping three inches (3") and larger and type `K' copper
water tube without joints for smaller lines. Aboveground hot, cold and hot water
recirculation water piping inside the building will be type `L' copper water
tube with lead free soldered joints for piping up to two inches (2") type `L'
copper with rolled, grooved couplings for two and one halve inches (2 1/2") to
six inches (6") and welded schedule 10 stainless steel for larger sizes.

A separate potable hot water system will be provided for fixtures and equipment
in the office and administration areas. Hot water heater will be gas fired
storage type vented to the atmosphere.

All water lines above slab on grade will be insulated with one-half inch (1/2")
for cold water and one inch (1") thick for hot water rigid molded anti-sweat
pipe insulation with all service jacket. Insulation support shields will be
provided for all supported insulated pipe.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

Pipe sleeves and escutcheons shall be provided for all pipe penetrations through
walls. Escutcheons for piping passing through walls or ceilings into process or
production areas will be of stainless steel construction.

All valves will be tagged for identification.

All hot water, cold water and hot water return piping will be labeled using PVC
type pipe marker system to ANSI standards.

Hot water hand wash sinks have mixing valve from the 140 degrees F hot water
supply and the cold water main.

15439 - STORM DRAIN SYSTEM

The building storm drain system will connect new roof drains to new storm drain
piping system within the building and extend it to site storm drain sewer.

All storm drain piping below ground will be hubless cast iron pipe with neoprene
gasket and stainless steel clamp fittings, or service weight hub and spigot cast
iron pipe with compression type neoprene gasket fittings. All storm drain piping
above ground will be hubless cast iron pipe with neoprene gasket and stainless
steel clamp firings.

All storm drain piping above slab on grade will be insulated with one inch (1")
thick rigid molded glass fiber anti-sweat pipe insulation with all service vapor
retardant jacket.

15440 - NATURAL GAS SYSTEM

Natural gas distribution system will be provided from the service entrance to
all devices requiring service. Gas meter and service pressure regulator required
capacities will be coordinated with (and supplied by) the gas utility. Medium
pressure gas distribution system of 5 psig will be provided for boilers and main
distribution headers on the roof. Low pressure gas distribution system will be
provided for branch piping to individual gas fired equipment and appliances.

All equipment will be connected and made operational complete with all valves
and appurtenances. Gas piping will be routed parallel and perpendicular to
column lines. Each gas burning piece of equipment will be provided with a gas
shut-off valve, union, dirt leg and gas pressure regulator (if required to
accommodate distribution pressure).

Aboveground piping in return air plenums will be carbon steel with welded joints
and without valves. Above-ground piping exposed to exterior weather conditions
will be painted with special corrosion inhibiting paint manufactured for this
purpose.

Gas pressure regulators will be provided as required to reduce pressure from
medium pressure distribution system to low pressure distribution system.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

Gas shut-off valve will be provided off main header for each service connection
and for any future requirements.

All valves will be tagged for identification.

All natural gas piping will be labeled using PVC type pipe marker system to ANSI
standards.

Pipe sleeves and escutcheons shall be provided for all pipe penetrations through
walls. Escutcheons for piping passing through walls or ceilings into process or
production areas will be of stainless steel construction.

15460 - PLUMBING FIXTURES AND DRAINAGE SPECIALTIES

Commercial grade plumbing fixtures and trim will be provided for office and
administration areas and will include water closets, urinals, lavatories, water
fountains, service and janitorial sinks, kitchen sinks, lab sinks, showers and
hosebibs. All water closets and urinals will have hard wired electronic sensor
operated flush valves. Lavatory faucets will have hard wired electronic sensor
operated faucets.

Industrial grade eyewash stations and emergency showers will be provided at the
battery charging and maintenance area.

Sanitary floor drains in toilet rooms, janitors closets and other light traffic
areas will be cast iron type with light duty nickel bronze grate.

Floor cleanouts in Utility areas will have heavy duty cast iron cover. Floor
cleanouts in office and administration areas will have light duty nickel bronze
cover.

FIRE PROTECTION SYSTEMS

15500 - GENERAL REQUIREMENTS FOR FIRE PROTECTION SYSTEMS

The entire facility will be fully sprinkled with automatic, hydraulically
designed sprinkler systems in accordance with all applicable NFPA guidelines,
Insurance underwriter's specifications, and building codes.

Required new wet alarm risers and new dry valve risers shall be provided as
required, complete with wall or yard post indicators and valves, alarm check
valves, water motor gongs and or electric bells and flow and tamper switches as
required.

Where possible, ESFR sprinklers will be installed in order to avoid in-rack
sprinkler systems. New in-rack sprinkler systems will be provided as required
for applicable rack storage systems.

The freezer system will have a pre-action system subject to approval by the
Landlord.

Piping drops to inside fire hose valves will be provided and located per NFPA
13, 231 and 231 C.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

Drain piping will be provided at low points of sprinkler piping.

Alarm annunciation panel to be tied into global building control system.

15540 - FIRE PUMP SYSTEM

Supplied as required by the Landlord to meet fire code requirements.

HVAC

15600 - GENERAL REQUIREMENTS FOR HVAC

The heating, ventilating and air conditioning (HVAC) systems will be designed in
accordance with all applicable building codes and to the mechanical design
criteria.

Outdoor ambient design conditions are as follows:

Winter: 7 degrees F dry bulb

Summer: 91 degrees F dry bulb, 73 degrees F wet bulb

The office load shall be designed to accommodate 20 people with typical office
computer and support equipment

15602 - ELECTRIC HEATERS

Electric unit heaters shall be provided in areas requiring freeze protection.

15609 - WAREHOUSE HEATERS

A Johnston Air Rotation Unit will be supplied for the dry warehouse and will be
sized to maintain 58 degrees F during the heating season with even temperature
control +/- 3 degrees F throughout the warehouse.

15702 - SPLIT SYSTEM AIR CONDITIONING UNITS

The remote support offices will be air conditioned by direct expansion
split-system heat pump or cooling only air conditioning units. The units will be
single zone, packaged type complete with evaporator fan, cooling coil,
condensate pump, thermostat, filters and dampers on the indoor section and
condenser fans and coils, refrigerant reversing valve, pre-charged refrigerant
lines, power and control wiring, compressors and refrigerant accessories in the
outdoor section.

15801 - DUCTWORK

Variable Air Volume Ductwork: Conditioned air will be distributed through medium
pressure galvanized steel ductwork from the air units to variable air volume and
fan powered boxes. From

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                                                                  SPECIFICATIONS

the boxes to the grilles, registers and diffusers, air will be distributed
through low pressure galvanized steel ductwork. Air will return to the unit via
return air plenums.

Constant Volume Ductwork: Conditioned air from the air units shall be
distributed to grilles, registers and diffusers by low pressure galvanized steel
or aluminum ductwork. Air shall return to the unit via return air plenums, or
directly from the space.

Air Devices: Ceiling diffusers in finished office spaces will be steel cone face
type suitable for mounting in a lay-in ceiling grid system. Diffusers will be
spaced every two hundred (200) square feet maximum. Flexible run outs will be
sized to fit the nominal neck size of the diffusers; maximum of eight feet (8')
long. Diffusers in production areas will be round, adjustable, horizontal to
vertical, 360 degree flow pattern. Registers shall be double deflection,
adjustable air foil blade type. All air devices in production areas shall be
anodized aluminum.

15804 - FILTERS

All rooftop units shall have pre-filters (30% efficient) and bag or cartridge
filters (95% efficient).

All makeup air units shall have pre-filters (30% efficient) and bag or cartridge
filters (95% efficient).

All plant outside air intakes shall have 30% pre-filters (throwaway) sufficient
to prevent entrance of insects. Differential pressure sensors shall be provided
at all filters. High limit alarm signal shall be provided to the building
automation system.

15810 - VENTILATION FANS

Required exhaust for rooms and spaces will be provided through roof mounted
centrifugal exhaust fans.

The fork truck battery charging area will be provided with a separate,
continuous ventilation system exhausting air from near floor and near roof
locations to prevent buildup of battery offgassing.

The Mechanical Room will be provided with roof mounted supply and exhaust fans
for summer ventilation cooling

The Trash Compacting Area will be exhausted to maintain a negative pressure with
respect to adjacent spaces.

15812 - GAS FIRED MAKEUP AIR UNITS

GAS FIRED MAKE-UP AIR UNITS SHALL BE USED FOR MAKEUP OF OUTDOOR AIR IN SPACES
THAT IN WHICH TOTAL EXHAUST AIR IS NOT MADE UP THROUGH ROOFTOP UNITS.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

Makeup air units to be variable air volume, direct fired gas heating and
ventilating unit with solid double-wall construction and accessories. Units
shall be of the "80/20" configuration, mounted on an extended curb bypass
plenum, with dampers and controls to vary supply air to maintain space pressure.
Direct fired furnace shall temper incoming cold air, and provide warm air when
heat is required in space.

15861 - VARIABLE VOLUME AND POWERED INDUCTION UNITS

VARIABLE VOLUME TERMINAL UNITS AND FAN POWERED INDUCTION UNITS SHALL BE USED FOR
VARIABLE VOLUME CONTROL IN OFFICE AREAS. VARIABLE VOLUME UNITS SHALL BE PRESSURE
INDEPENDENT WITH MOTOR ACTUATOR AND AIR VALVE WITH VARIABLE VOLUME RANGE BETWEEN
100% MAXIMUM TO MINIMUM 0%.

Fan powered units shall be pressure independent series or parallel type fan with
motor actuator and air valve.

Space heating shall be accomplished by re-circulated return plenum air (1st
stage) and electric resistance heaters (2" stage).

15951 - AUTOMATIC TEMPERATURE CONTROLS

CONTROLS NECESSARY FOR PROPER SYSTEM OPERATION WILL BE PROVIDED. CONTROLS WILL
BE DDC BASED BUILDING AUTOMATION SYSTEM (BAS).

All gas fired makeup air units, rooftop refrigeration units, supply fans,
exhaust fans, humidifiers and other HVAC equipment serving the building shall be
controlled by a BAS with controlling, monitoring, data logging and trending, and
energy management capability.

15990 - BALANCING AND ADJUSTING

After installation of the mechanical systems all equipment will be tested,
balanced and adjusted and system test and balance reports will be prepared.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

DIVISION SIXTEEN - ELECTRICAL

ELECTRICAL DESIGN STATEMENT

1.    During the design phases of this project, the design firm will implement
      the most cost effective selection for the electrical systems. This
      approach will enable the entire Design Team (Landlord and Tenant) to
      partake in the decision making process concerning the selection of the
      electrical system and major equipment.

2.    The new electrical system shall have the following characteristics:

      a.    Flexibility for future changes.

      b.    Durability; ease of maintenance.

      c.    Reliability.

      d.    Future expansion.

      e.    Cost effectiveness.

3.    Every effort will be made to design, layout and install equipment in
      locations which will tend to encourage routine preventive maintenance by
      providing easy access for maintenance personnel.

CODES STANDARDS & REFERENCES

1.    The electrical systems and equipment will be designed in accordance with
      Landlord construction standards, NEC and NFPA.

DESIGN CRITERIA

1.    Utilization Voltages

      a.    Receptacles:                     120V, 1-phase.

      b.    Fluorescent Lighting:            277V, 1-phase.

      c.    Incandescent Lighting:           120V, 1-phase.

      d.    Motors 1/3 HP and smaller:       120V, 1-phase.

      e.    Motors 1/2 HP and larger:        480V, 3-phase.

2.    Normal Power - The electrical system loads will be designed as follows:

      a.    2.0 to 3.0 watts/sq. ft. for lighting.

      b.    3.0 watts/sq. ft. for power-Office Areas.

      c.    10.0 to 15.0 watts/sq. ft. for power-Production and Process.

      d.    2.0 watts/sq. ft. for power-All Other Areas.

      e.    2.0 to 4.0 watts/sq. ft. for Plumbing and HVAC air handling
            equipment.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

EMERGENCY POWER

1.    Emergency lighting shall be provided in all normally occupied areas, along
      paths of egress to the exterior of the building and shall include an
      emergency light above all exterior doors (on the exterior of the
      building). Emergency lighting shall be provided through the use of light
      fixtures with integral Bodine Emergency Ballasts and central battery units
      with remote heads.

LIGHTING

1.    All lighting levels will conform to the Illuminating Engineering Society's
      recommendations and, in general, average maintained lighting levels shall
      be as follows:

      a.    Warehouse Areas             50 FC

      b.    Offices                     50 FC

      c.    Working Corridors           50 FC

      d.    Conference Rooms            50 FC

      e.    Toilets                     50 FC

      f.    Lobbies and Foyers          50 FC

      g.    Utility Areas               40 FC

RECEPTACLES

1.    Process, Production & Support Areas

      a.    General purpose maintenance receptacles shall be provided as
            required to allow for the maintenance of equipment. All devices
            shall have weather proof covers.

      b.    Provide weather proof quad receptacle at every other dock door
            position at exterior of building for truck block heaters, coordinate
            electrical requirements with tenant.

2.    Office Areas

      a.    Offices - One (1) duplex receptacle per wall and one (I) double
            duplex receptacle at desk location.

      b.    Lobbies -- One (1) duplex receptacle per wall.

      c.    Closets -- One (1) GFCI duplex receptacle.

      d.    Corridors -- One (1) receptacle every 50'-O".

TELECOMMUNICATIONS OUTLETS

1.    Offices - One (1) combination data/telephone outlet at desk location.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

BRANCH CIRCUITING CRITERIA

1.    Site Lighting

      a.    Pole lights shall be fed from 277/480V panel and shall be limited to
            3000 watts per (1) 20A, 277V, 1-pole, GFCI circuit breaker.

      b.    Minimum wire size shall be #10. Wiring size shall include voltage
            drop not to exceed 2%.

      c.    Provide pole mounted light fixtures that provide I.E.S. minimum
            lighting levels at the site road entry points, along all paved
            parking areas and pedestrian sidewalks.

      d.    Provide pole mounted flood lights to provide additional lighting at
            the receiving and shipping docks.

      e.    Provide Astronomic time clock with photo cell. Provide PCI Control
            Keeper CK or equal by Lithonia and Douglas Lighting Controls.

2.    General Lighting

      a.    277V lighting shall be limited to 3200 watts per 20A, 1-pole
            circuit.

      b.    120V lighting shall be limited to 1200 watts per 20A, 1-pole
            circuit.

      c.    277V lighting shall be wired via SPST switches.

      d.    All dimmer switches shall be rated for 2000 watts minimum.

3.    Receptacles

      a.    Convenience receptacles shall have a maximum of (6) duplex outlets
            on a 20A, 1-pole circuit, 120V.

      b.    All duplex and special purpose receptacles indicated for specific
            equipment shall be on a separate dedicated circuit.

      c.    All microwaves, coffee machines, refrigerators, freezers, copiers,
            fax machines, etc. shall be on a separate dedicated circuit.

4.    Motors

      a.    All motors 1/8 HP and under shall be wired not more than (3) per
            20A, 1-pole circuit, 120V.

      b.    All motors above 1/8 HP shall have individual circuit breakers.

      c.    All motors 1/2 HP and above shall be 3-phase and on individual
            circuits, 480V.

MAIN DISTRIBUTION SYSTEMS

1.    New Incoming Electrical Service - The new facility shall be served via a
      new Utility Co. primary electric distribution system.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

NORMAL POWER DISTRIBUTION

1.    Area Distribution

      a.    New 277/480V distribution panels shall be provided as required.

      b.    New 277/480V lighting panel shall be provided as required.

      c.    New 480 to 208Y/120 volt step down transformer shall be provided as
            required. The step down transformer shall service a 120/208V
            distribution panel which will, in turn, service local receptacle
            panel and misc. load panels.

2.    Mechanical Distribution -- Dedicated branch circuits shall be provided for
      all pumps, fans, packaged equipment, etc. Circuits shall be fed via the
      switchgear.

DISTRIBUTION EQUIPMENT

1.    Distribution Transformers - Stepdown transformers, 480V to 208Y/120V,
      3-phase 4-wire, shall be dry-type, 2-winding, and self-cooled. All bus
      shall be copper.

2.    Distribution and Branch Circuit Panelboards - Distribution, lighting,
      receptacle, process and production support panelboards shall be deadfront
      construction utilizing thermal magnetic circuit breakers. All shall be
      fully rated for the available short circuit current. All trims shall be
      door-in-door type.

RACEWAYS, FEEDER & BRANCH CIRCUIT

1.    Distribution Panel, Panelboard and MCC Feeders

      a.    Feeders from the switchboards to distribution panels and panelboards
            shall be in conduit.

2.    Office Area Branch Circuits

      a.    Wiring with the electric room shall be in conduit.

      b.    Wiring outside the electric room shall be prefabricated cable
            assemblies (AC Cable).

      c.    Conduits run shall be supported via standard two hole straps.

      d.    Conduit racks, trapezes, hangers, and U-bolts, located in the
            process area shall be made of painted galvanized steel. The trapeze
            shall be made of minimum 1-1/2" x 1-1/2" painted galvanized steel
            angle. The rod hangers shall be made of 3/8" minimum, threaded only
            at the ends.

      e.    Insulated Metal Panel Penetrations - Wall and/or roof penetrations
            shall not be sleeved. The Contractor shall drill his access hole as
            near as possible to the outside diameter of the conduit through the
            Styrofoam insulated panels to insure

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                                                                  SPECIFICATIONS

            the snuggest possible fit. A "C" fitting shall be installed to the
            warm side of the panel. PVC conduit is to extend 12" to the warm
            side. All "C" fittings shall be filled with UL and U.S.D.A. approved
            expanding foam compound following a successful system test for all
            air units, subfloor heating systems, freezer lighting systems, RTD
            system conduits, etc. Exterior of conduit and all butt joints or
            cracks shall then be sealed by caulking with a compatible
            non-hardening, food grade sealant.

      f.    Insulated Metal Panel Penetrations In Freezers - Wall and/or roof
            penetrations shall not be sleeved. The Contractor shall drill his
            access hole as near as possible to the outside diameter of the
            conduit through the Styrofoam insulated panels to insure the
            snuggest possible fit. A "C" fitting shall be installed to the warm
            side and cold side of the panel, and the conduit through the panel
            wall shall be PVC, schedule 40. PVC conduit is to extend 12" to the
            warm side and 12" to the cold side. All "C" fittings shall be filled
            with UL and U.S.D.A. approved expanding foam compound following a
            successful system test for all air units, subfloor heating systems,
            freezer lighting systems, RTD system conduits, etc. Exterior of
            conduit and all butt joints or cracks shall then be sealed by
            caulking with a compatible non-hardening, food grade sealant.

      g.    Provide 480 volt, 3-phase power with disconnect to all shipping and
            receiving dock doors/levelers. Provide interlock wiring to dock
            leveler, restraint and dock lights.

      h.    Provide 480 volt, three phase power with disconnect to all motorized
            doors (single slide, rapid roll, bi-parting, etc.). Provide control
            wiring from door controllers to motors and control stations (push
            buttons, pull cords). Maximum two (2) doors per 3-phase circuit.

      i.    Provide 120 volt power to freezer door heated door frames. Maximum
            four (4) doors per 120 volt, 20A circuit.

3.    Office Raceways - Raceways for feeders and branch circuits shall be
      metallic, rigid metal conduit, intermediate metal conduit (IMC) or
      electrical metallic tubing (EMT) subject to the restrictions of the
      National Electrical Code, minimum size 3/4". EMT shall not be used in
      concrete construction or where subjected to mechanical damage.

4.    Branch Circuits - Branch circuit conductors shall be single-conductors
      600V rated with THWN or THHN insulation with continuous color coding.
      Branch circuit conductor shall be designed to utilize the advantage of
      multi-wire distribution, however, no more than 6 current carrying
      conductors (3-phase, 3 neutral and ground) shall be installed in a common
      conduit.

FIRE ALARM SYSTEM

1.    The fire alarm system for the facility shall be an addressable,
      microprocessor-based system with system cabinets, power supplies,
      micro-controller, keyboard display, led display, batteries, peripheral
      devices, voice evacuation system, etc.

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99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

2.    The system shall comply with all current, applicable codes including the
      following; National Electrical Code (NEC), National Fire Protection Agency
      (NFPA), All applicable UL standards and Americans with Disabilities Act
      (ADA)

3.    Control Panel - The main control panel shall be a solid-state,
      microprocessor-based, modular fire alarm control panel. The control panel
      shall communicate with all peripheral initiating devices and each
      initiating device shall report to the control panel with an individual
      device point number and message. The control panel shall receive all
      alarms from peripheral devices and remote data gathering panels and
      initiate a pre-recorded voice message throughout the facility and indicate
      alarm on the floor of incident and the floor above.

4.    Remote Annunciator -- Provide complete redundant information of the main
      control panel display. Shall be located in the main entry vestibule.

5.    Alarm Initiating Devices

      a.    Manual Pull Stations

            i.    Manual pull stations shall be provided at each floor egress
                  and shall be spaced, such that the travel distance to any pull
                  station is less than 100'-0".

            ii.   Pull stations shall be double-action of the non-coded type
                  with a key reset switch.

      b.    Smoke Detectors

            i.    Smoke detectors shall be located at all public areas on
                  30'-0" centers.

            ii.   Smoke detectors shall also be located within stairwells,
                  electric rooms and other locations as required by code. Smoke
                  detectors shall be photoelectric type. Beam detectors shall be
                  located in open walls as well as large open areas in lieu of
                  photoelectric smoke detectors. Duct smoke detectors shall be
                  located at each air handling unit and shall be the
                  photoelectric type.

            iii.  Smoke detectors shall operate an alarm verification function
                  via software which will require (2) smoke detectors to
                  initiate an alarm condition prior to activating alarm
                  indicating devices.

6.    Alarm indicating Devices

      a.    Visual strobe units shall meet the requirements of ADA, UL, and
            NFPA.

      b.    Audible units in public spaces shall be speakers with a peak output
            of 96 dB at 10'-0".

      c.    Audible units in mechanical areas or other areas with high ambient
            noise shall be trumpet type suitable for such locations.

                                       29
<PAGE>

99 RESTAURANTS                      EXHIBIT B                    PROJECT OUTLINE
                                                                  SPECIFICATIONS

7.    Wiring

      a.    Alarm initiating wiring shall be Style 6 (Class "A") and supervised.

      b.    Alarm indicating wiring shall be Class "B" and supervised.

      c.    All wire and cable shall be suitable for fire alarm use and shall be
            installed in conduit.

8.    Testing - The entire system shall be tested to the satisfaction of the
      Tenant.

MECHANICAL DISTRIBUTION

1.    Motors furnished under Division 15000 shall be 460V, 3-phase, 60 Hz for
      motors 0.5 HP and above.

2.    Make all final connections to mechanical and plumbing. Refer to Division
      15000 specifications for additional information.

3.    Equipment grounding integrity of all equipment and non-current-carrying
      metal parts must be assured.

GROUNDING

1.    A complete equipment grounding system shall be provided such that all
      metallic structures, enclosures, raceways, junction boxes, outlet boxes,
      cabinets, machine frames, metal fences, and all other conductive items
      operate continuously at ground potential and provide a low impedance path
      to ground for possible fault currents.

LIGHTING

1.    All lighting shall be hung from the building structure independently of
      ceiling support system. All lighting fixtures shall be complete with T8
      lamps, electronic ballasts, hangers, lenses, etc.

2.    Warehouse areas shall utilize HID fixtures. Office Lighting, in general,
      shall be fluorescent with incandescent used as required by the Tenant.
      Lighting levels shall be as indicated in the Design Criterial/Conditions
      Section at the beginning of this specification. Where applicable, Hi-Lo
      switching of the lighting shall be provided.

3.    All main office emergency lighting shall be provided via Bodine emergency
      ballasts installed in fluorescent light fixtures. Under the emergency
      power electrical alternate the Bodine ballast shall be deleted.

                                       30
<PAGE>

                                    EXHIBIT B

December 10, 2004

Mr. Joseph D. Lynch
Conroy Development Corporation
800 Technology Drive
Stoughton, Massachusetts 02072

Re:   Bellingham Business Center
      99 Distribution Center
      Mechanic Street
      Bellingham, Massachusetts
      Project No. 2415

Dear Joe,

In response to your request, Dacon Corporation has reviewed the latest Project
Design Criteria, dated November 2004 and Project Outline Specifications, dated
December 1, 2004 as prepared by The Dennis Group for the proposed 99
Distribution Center located in Bellingham, Massachusetts. Listed below are items
that conflict with what we have budgeted or that require clarification.

1.    Under Project Design Criteria, the main structure is referenced as being
      32'-0" clear from finished floor to the bottom of steel. Dacon
      Corporation has budgeted a structure that is 30'-0" clear.

2.    The building areas referenced in the Project Design Criteria versus PDA's
      floor plan I what we have budgeted are as follows:

<TABLE>
<CAPTION>
                          SPECIFICATION    BUDGET
                          -------------    ------
<S>                       <C>             <C>
a.    Freezer               20,000 SF     18,000 SF

b.    Cooler                10,000 SF      7,200 SF

c.    Produce Cooler         5,000 SF      3,600 SF

d.    Refrigerated dock      5,000 SF      4,800 SF

e.    Warehouse             31,700 SF     37,350 SF

f.    Office Area-Main       4,800 SF      4,800 SF

g.    Dock Office Area       1,500 SF      2,250 SF
                           ----------     ---------
      TOTAL                 78,000 SF     78,000 SF
</TABLE>

3.    Under General Cold Storage Requirements (Freezer, Cooler, and Dock), the
      finish slab thickness is specified as 6" thick. Please note that the
      thickness of the slab will need to be verified once racking loads are
      determined.

4.    The following sections of the Project Outline Specifications are site
      specific and thus do not fall under Dacon Corporation's area of
      responsibility.

      a.    Section 02210 - Earthwork and Grading

      b.    Section 02410 - Sub-drainage System

      c.    Section 02513 - Bituminous Concrete Paving

<PAGE>

Conroy Development Corporation                                  December 3, 2004
Mr. Joseph D. Lynch                                                  Page 2 of 2

      d.    Section 02515 - Portland Concrete Pavement and Sidewalks

      e.    Section 02700 - Site Utilities

      f.    Section 02841 - Exterior Signage

      g.    Section 02900 - Landscape

5.    Section 03310 - Concrete Stabs calls for a reinforced slab on grade. Dacon
      Corporation has extensive experience with industrial and warehouse floor
      stabs and have assumed a 6" thick unreinforced floor slab, 3500-psi
      concrete, with no vapor barrier below the dry goods stab.

6.    Section 04220 - Concrete Masonry Unit - There is no CMU block included on
      this project.

7.    Section 05120 - Structural Steel and Joists calls for a 32'-0' clear
      structure. As stated earlier, we have budgeted a 30'-0" clear structure.

8.    Section 06400 - Architectural Woodworking calls for a kitchen and driver's
      break room. Our budget has accommodations for an employee lunch room in
      the main office. A driver's break room could be placed in the back office
      area. Dock toilet facilities have been included adjacent to the driver's
      break room.

9.    Section 07531 -- Single Ply Roof Membrane System states that the roof
      system shall comply with local building codes. The base building has a
      45-mil thick EPDM roofing system, which meets Massachusetts Building
      Energy Code criteria.

10.   As a point of clarification, our budget includes six (6) bi-parting,
      electric, horizontal sliding cooler/freezer doors. The specifications call
      for an alternate for high-speed impactable freezer/cooler doors and
      high-speed roll-up doors. We have priced two (2) impactable freezer doors
      and four (4) high-speed roll-up doors as part of Alternate No. 2.

11.   Section 09400 - Monolithic Resinous Flooring - There is no monolithic
      resinous flooring included on this project.

12.   Vertical storing style dock levelers have been included as part of
      Alternate No. 1.

Should you have any questions or concerns relative to the above, please call me,
the undersigned, at 508-651-3600.

Very truly yours,
DACON CORPORATION

Jeffrey M. Thurber
Project Planner

cc:   Armand A. Souliere, P.E., Dacon Corporation
      File: 2415 Bellingham Warehouse

<PAGE>

                                    EXHIBIT B

      CONROY DEVELOPMENT CORPORATION

December 10, 2004

Mr. Mitch Bolotin, Vice President
Colebrook Realty Services, Inc
141 Main Street
Springfield, MA 01103

Re: Bellingham Business Center
    Bellingham, MA

Dear Mitch;

We have reviewed the revised Project Design Criteria and Project Outline
Specifications dated December 1, 2004 as prepared by The Dennis Group for the
proposed 99 Distribution Center located in Bellingham, Massachusetts. Listed
below are items that conflict with what has been budgeted or that require
clarification.

DIVISION TWO: SITE WORK

02513 BITUMINOUS CONCRETE PAVINGS.
       Light Duty (automobile traffic and parking)
       2" binder course 1" wearing course 12" aggregate base.
       Heavy Duty (truck traffic).
       2" binder 1" wearing course, 12" aggregate base.

16 Tractor-Trailer spaces shall be provided

02525 PORTLAND CONCRETE PAVEMENT AND SIDEWALKS

Truck parking area will have a 4' x 8" concrete hardstand the remainder will
bituminous paving. Truck loading area will have a hardstand with No 4 bars and
concrete shall be 4000 psi.

<PAGE>

                                    EXHIBIT B

      CONROY DEVELOPMENT CORPORATION

Mr. Mitch Bolotin, Vice President
Colebrook Realty Services, Inc
Page two

02900 LANDSCAPE shall be as is permitted by the Bellingham Planning Board.

In addition please find Dacon Corporation's letter to me dated December 10, 2004
which outlines any deviations from the Dennis Group's Project Design Criteria
and Project Outline Specifications dated November 2004 and December 2004
respectively.

Should you have any questions regarding this letter or the attached Dacon
letter, please contact me.

Very Truly Yours,

Joseph D. Lynch
Senior Vice President

JDL/emv

Cc: Terence W Conroy Sr.

<PAGE>

                                    EXHIBIT C

                               MODIFIED SITE PLAN


 [The attachment to this exhibit is available to the Commission upon request.]

                                       C-1
<PAGE>

                                    EXHIBIT D

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
                           [ATTACH LENDER'S SNDA FORM]

                                       D-1
<PAGE>

                                    EXHIBIT D

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

      This Subordination, Non-Disturbance and Attornment Agreement (this
"Agreement") dated ____________, _____, is made among
_______________________________________ Tenant"), ______________________________
("Landlord") and Bank of America, N.A., a national banking association
("Mortgagee").

      WHEREAS, Mortgagee is the owner of a promissory or deed of trust note
(herein, as it may have been or may be from time to time renewed, extended,
amended, supplemented, or restated, called the "Note") dated __________________,
executed by Landlord payable to the order of Mortgagee, in the principal face
amount of $________, bearing interest and payable as therein provided, secured
by, among other things, a Mortgage or Deed of Trust, with Assignment, Security
Agreement and Financing Statement (herein, as it may have been or may be from
time to time renewed, extended, amended or supplemented, called the "Mortgage"),
recorded or to be recorded in the land records of _______________ County,
_____________________, covering, among other property, the land (the "Land")
described in Exhibit "A" which is attached hereto and incorporated herein by
reference, and the improvements ("Improvements") thereon (such Land and
Improvements being herein together called the "Property");

      WHEREAS, Tenant is the tenant under a lease from Landlord dated
___________________, as amended on ___________________________, ______ (herein,
as it may from time to time be renewed, extended, amended or supplemented,
called the "Lease"), covering a portion of the Property (said portion being
herein referred to as the "Premises"); and

      WHEREAS, the term "Landlord" as used herein means the present landlord
under the Lease or, if the landlord's interest is transferred in any manner, the
successor(s) or assign(s) occupying the position of landlord under the Lease at
the time in question.

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

      1. Subordination. Tenant agrees and covenants that the Lease and the
rights of Tenant thereunder, all of Tenant's right, title and interest in and to
the property covered by the Lease, and any lease thereafter executed by Tenant
covering any part of the Property, are and shall be subject, subordinate and
inferior to (a) the Mortgage and the rights of Mortgagee thereunder, and all
right, title and interest of Mortgagee in the Property, and (b) all other
security documents now or hereafter securing payment of any indebtedness of the
Landlord (or any prior landlord) to Mortgagee which cover or affect the Property
(the "Security Documents"). This Agreement is not intended and shall not be
construed to subordinate the Lease to any mortgage, deed of trust or other
security document other than those referred to in the preceding sentence,
securing the indebtedness to Mortgagee.

<PAGE>

      2. Non-Disturbance. Mortgagee agrees that so long as the Lease is in full
force and effect and Tenant is not in default in the payment of rent, additional
rent or other payments or in the performance of any of the other terms,
covenants or conditions of the Lease on Tenant's part to be performed (beyond
the period, if any, specified in the Lease within which Tenant may cure such
default),

            (a) Tenant's possession of the Premises under the Lease shall not be
      disturbed or interfered with by Mortgagee in the exercise of any of its
      foreclosure rights under the Mortgage or conveyance in lieu of
      foreclosure, and

            (b) Mortgagee will not join Tenant as a party defendant for the
      purpose of terminating Tenant's interest and estate under the Lease in any
      proceeding for foreclosure of the Mortgage.

      3. Attornment.

      (a) Tenant covenants and agrees that in the event of foreclosure of the
Mortgage, whether by power of sale or by court action, or upon a transfer of the
Property by conveyance in lieu of foreclosure (the purchaser at foreclosure or
the transferee in lieu of foreclosure, including Mortgagee if it is such
purchaser or transferee, being herein called "New Owner"), Tenant shall attorn
to the New Owner as Tenant's new landlord, and agrees that the Lease shall
continue in full force and effect as a direct lease between Tenant and New Owner
upon all of the terms, covenants, conditions and agreements set forth in the
Lease and this Agreement, except for provisions which are impossible for New
Owner to perform; provided, however, that in no event shall the New Owner be:

            (i) liable for any act, omission, default, misrepresentation, or
breach of warranty, of any previous landlord (including Landlord) or obligations
accruing prior to New Owner's actual ownership of the Property;

            (ii) subject to any offset, defense, claim or counterclaim which
Tenant might be entitled to assert against any previous landlord (including
Landlord);

            (iii) bound by any payment of rent, additional rent or other
payments, made by Tenant to any previous landlord (including Landlord) for more
than one (1) month in advance;

            (iv) bound by any amendment, or modification of the Lease hereafter
made, or consent, or acquiescence by any previous landlord (including Landlord)
under the Lease to any assignment or sublease hereafter granted, without the
written consent of Mortgagee; or

            (v) liable for any deposit that Tenant may have given to any
previous landlord (including Landlord) which has not, as such, been transferred
to New Owner.

      (b) The provisions of this Agreement regarding attornment by Tenant shall
be self-operative and effective without the necessity of execution of any new
lease or other document on the part of any party hereto or the respective heirs,
legal representatives, successors or assigns of any such party. Tenant agrees,
however, to execute and deliver upon the request of New Owner, any instrument or
certificate which in the reasonable judgment of New Owner may be necessary

                                        2
<PAGE>

or appropriate to evidence such attornment, including a new lease of the
Premises on the same terms and conditions as the Lease for the unexpired term of
the Lease.

      (c) Upon foreclosure of the Mortgage or transfer in lieu of foreclosure,
the Lease shall be modified as follows: ____________________________________

      4. Estoppel Certificate. Tenant agrees to execute and deliver from time to
time, upon the request of Landlord or of any holder(s) of any of the
indebtedness or obligations secured by the Mortgage, a certificate regarding the
status of the Lease, consisting of statements, if true (or if not, specifying
why not), (a) that the Lease is in full force and effect, (b) the date through
which rentals have been paid, (c) the date of the commencement of the term of
the Lease, (d) the nature of any amendments or modifications of the Lease, (e)
to the best of Tenant's knowledge no default, or state of facts which with the
passage of time or notice (or both) would constitute a default, exists under the
Lease, (f) to the best of Tenant's knowledge, no setoffs, recoupments,
estoppels, claims or counterclaims exist against Landlord, and (g) such other
matters as may be reasonably requested.

      5. Acknowledgment and Agreement by Tenant. Tenant acknowledges and agrees
as follows:

            (a) Tenant acknowledges that Landlord will execute and deliver to
      Mortgagee in connection with the financing of the Property an Assignment
      of Leases and Rents. Tenant hereby expressly consents to such assignment
      and agrees that such assignment shall, in all respects, be superior to any
      interest Tenant has in the Lease of the Property, subject to the
      provisions of this Agreement. Tenant will not amend, alter or waive any
      provision of, or consent to the amendment, alteration or waiver of any
      provision of the Lease without the prior written consent of Mortgagee.
      Tenant shall not prepay any rents or other sums due under the lease for
      more than one (1) month in advance of the due date therefor. Tenant
      acknowledges that Mortgagee will rely upon this instrument in connection
      with such financing.

            (b) Mortgagee, in making any disbursements to Landlord, is under no
      obligation or duty to oversee or direct the application of the proceeds of
      such disbursements, and such proceeds may be used by Landlord for purposes
      other than improvement of the Property.

            (c) From and after the date hereof, in the event of any act or
      omission by Landlord which would give Tenant the right, either immediately
      or after the lapse of time, to terminate the Lease or to claim a partial
      or total eviction, Tenant will not exercise any such right (i) until it
      has given written notice of such act or omission to the Mortgagee; and
      (ii) until the same period of time as is given to Landlord under the Lease
      to cure such act or omission shall have elapsed following such giving of
      notice to Mortgagee and following the time when Mortgagee shall have
      become entitled under the Mortgage to remedy the same, but in any event 30
      days after receipt of such notice or such longer period of time as may be
      necessary to cure or remedy such default, act, or omission including such
      period of time necessary to obtain possession of the Property and
      thereafter cure such default, act, or omission, during which period of
      time Mortgagee

                                        3
<PAGE>

      shall be permitted to cure or remedy such default, act or omission,
      provided, however, that Mortgagee shall have no duty or obligation to cure
      or remedy any breach or default. it is specifically agreed that Tenant
      shall not, as to Mortgagee, require cure of any such default which is
      personal to Landlord, and therefore not susceptible to cure by Mortgagee.

            (d) In the event that Mortgagee notifies Tenant of a default under
      the Mortgage, Note, or Security Documents and demands that Tenant pay its
      rent and all other sums due under the Lease directly to Mortgagee, Tenant
      shall honor such demand and pay the full amount of its rent and all other
      sums due under the Lease directly to Mortgagee, without offset, or as
      otherwise required pursuant to such notice beginning with the payment next
      due after such notice of default, without inquiry as to whether a default
      actually exists under the Mortgage, Security Documents or otherwise in
      connection with the Note, and notwithstanding any contrary instructions of
      or demands from Landlord.

            (e) Tenant shall send a copy of any notice or statement under the
      Lease to Mortgagee at the same time such notice or statement is sent to
      Landlord if such notice or statement has a material impact on the economic
      terms, operating covenants or duration of the Lease.

            (f) Tenant has no right or option of any nature whatsoever, whether
      pursuant to the Lease or otherwise, to purchase the Premises or the
      Property, or any portion thereof or any interest therein, and to the
      extent that Tenant has had, or hereafter acquires, any such right or
      option, same is hereby acknowledged to be subject and subordinate to the
      Mortgage and is hereby waived and released as against Mortgagee and New
      Owner.

            (g) This Agreement satisfies any condition or requirement in the
      Lease relating to the granting of a non-disturbance agreement and Tenant
      waives any requirement to the contrary in the Lease.

            (h) Mortgagee and any New Owner shall have no liability to Tenant or
      any other party for any conflict between the provisions of the Lease and
      the provisions of any other lease affecting the Property, including, but
      not limited to, any provisions relating to exclusive or non-conforming
      uses or rights, renewal options and options to expand, and in the event of
      such a conflict, Tenant shall have no right to cancel the Lease or take
      any other remedial action against Mortgagee or New Owner, or against any
      other party for which Mortgagee or any New Owner would be liable.

            (i) Mortgagee and any New Owner shall have no obligation nor incur
      any liability with respect to the erection or completion of the
      improvements in which the Premises are located or for completion of the
      Premises or any improvements for Tenant's use and occupancy, either at the
      commencement of the term of the Lease or upon any renewal or extension
      thereof or upon the addition of additional space, pursuant to any
      expansion rights contained in the Lease.

                                        4
<PAGE>

            (j) Mortgagee and any New Owner shall have no obligation nor incur
      any liability with respect to any warranties of any nature whatsoever,
      whether pursuant to the Lease or otherwise, including, without limitation,
      any warranties respecting use, compliance with zoning, Landlord's title,
      Landlord's authority, habitability, fitness for purpose or possession.

            (k) In the event that Mortgagee or any New Owner shall acquire title
      to the Premises or the Property, Mortgagee or such New Owner shall have no
      obligation, nor incur any liability, beyond Mortgagee's or New Owner's
      then equity interest, if any, in the Property or the Premises, and Tenant
      shall look exclusively to such equity interest of Mortgagee or New Owner,
      if any, for the payment and discharge of any obligations imposed upon
      Mortgagee or New Owner hereunder or under the Lease or for recovery of any
      judgment from Mortgagee, or New Owner, and in no event shall Mortgagee,
      New Owner, nor any of their respective officers, directors, shareholders,
      agents, representatives, servants, employees or partners ever be
      personally liable for such judgment.

            (l) Tenant has never permitted, and will not permit, the generation,
      treatment, storage or disposal of any hazardous substance as defined under
      federal, state, or local law, on the Premises or Property except for such
      substances of a type and only in a quantity normally used in connection
      with the occupancy or operation of buildings (such as non-flammable
      cleaning fluids and supplies normally used in the day to day operation of
      first class establishments similar to the Improvements), which substances
      are being held, stored, and used in strict compliance with federal, state,
      and local laws. Tenant shall be solely responsible for and shall reimburse
      and indemnify Landlord, New Owner or Mortgagee, as applicable, for any
      loss, liability, claim or expense, including without limitation, cleanup
      and all other expenses, including, without limitation, legal fees that
      Landlord, New Owner or Mortgagee, as applicable, may incur by reason of
      Tenant's violation of the requirements of this Paragraph 5(1).

      6. Acknowledgment and Agreement by Landlord. Landlord, as landlord under
the Lease and grantor under the Mortgage, acknowledges and agrees for itself and
its heirs, representatives, successors and assigns, that: (a) this Agreement
does not constitute a waiver by Mortgagee of any of its rights under the
Mortgage, Note, or Security Documents, or in any way release Landlord from its
obligations to comply with the terms, provisions, conditions, covenants,
agreements and clauses of the Mortgage, Note, or Security Documents; (b) the
provisions of the Mortgage, Note, or Security Documents remain in full force and
effect and must be complied with by Landlord; and (c) Tenant is hereby
authorized to pay its rent and all other sums due under the Lease directly to
Mortgagee upon receipt of a notice as set forth in paragraph 5(d) above from
Mortgagee and that Tenant is not obligated to inquire as to whether a default
actually exists under the Mortgage, Security Documents or otherwise in
connection with the Note. Landlord hereby releases and discharges Tenant of and
from any liability to Landlord resulting from Tenant's payment to Mortgagee in
accordance with this Agreement. Landlord represents and warrants to Mortgagee
that a true and complete copy of the Lease has been delivered by Landlord to
Mortgagee.

                                        5
<PAGE>

      7. Lease Status. Landlord and Tenant certify to Mortgagee that neither
Landlord nor Tenant has knowledge of any default on the part of the other under
the Lease, that the Lease is bona fide and contains all of the agreements of the
parties thereto with respect to the letting of the Premises and that all of the
agreements and provisions therein contained are in full force and effect.

      8. Notices. All notices, requests, consents, demands and other
communications required or which any party desires to give hereunder shall be in
writing and shall be deemed sufficiently given or furnished if delivered by
personal delivery, by telegram, telex, or facsimile, by expedited delivery
service with proof of delivery, or by registered or certified United States
mail, postage prepaid, at the addresses specified at the end of this Agreement
(unless changed by similar notice in writing given by the particular party whose
address is to be changed). Any such notice or communication shall be deemed to
have been given either at the time of personal delivery or, in the case of
delivery service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or, in the case of telegram, telex or
facsimile, upon receipt. Notwithstanding the foregoing, no notice of change of
address shall be effective except upon receipt This Paragraph 8 shall not be
construed in any way to affect or impair any waiver of notice or demand provided
in this Agreement or in the Lease or in any document evidencing, securing or
pertaining to the loan evidenced by the Note or to require giving of notice or
demand to or upon any person in any situation or for any reason.

      9. Miscellaneous.

            (a) This Agreement supersedes any inconsistent provision of the
      Lease.

            (b) Nothing contained in this Agreement shall be construed to
      derogate from or in any way impair, or affect the lien, security interest
      or provisions of the Mortgage, Note, or Security Documents.

            (c) This Agreement shall inure to the benefit of the parties hereto,
      their respective successors and permitted assigns, and any New Owner, and
      its heirs, personal representatives, successors and assigns; provided,
      however, that in the event of the assignment or transfer of the interest
      of Mortgagee, all obligations and liabilities of the assigning Mortgagee
      under this Agreement shall terminate, and thereupon all such obligations
      and liabilities shall be the responsibility of the party to whom
      Mortgagee's interest is assigned or transferred; and provided further that
      the interest of Tenant under this Agreement may not be assigned or
      transferred without the prior written consent of Mortgagee.

            (d) THIS AGREEMENT AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION
      SHALL BE GOVERNED BY THE LAWS OF THE STATE OF _______ AND APPLICABLE
      UNITED STATES FEDERAL LAW EXCEPT ONLY TO THE EXTENT, IF ANY, THAT THE LAWS
      OF THE STATE IN WHICH THE PROPERTY IS LOCATED NECESSARILY CONTROL.

                                        6
<PAGE>

            (e) The words "herein", "hereof," "hereunder" and other similar
      compounds of the word "here" as used in this Agreement refer to this
      entire Agreement and not to any particular section or provision.

            (f) This Agreement may not be modified orally or in any manner other
      than by an agreement in writing signed by the parties hereto or their
      respective successors in interest.

            (g) If any provision of the Agreement shall be held to be invalid,
      illegal, or unenforceable in any respect, such invalidity, illegality or
      unenforceability shall not apply to or affect any other provision hereof,
      but this Agreement shall be construed as if such invalidity, illegality,
      or unenforceability did not exist.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and sealed as of the date first above written.

         ADDRESS OF MORTGAGEE:                         MORTGAGEE:

_______________________________________   Bank of America, N.A.

_______________________________________   ______________________________________

_______________________________________   By: __________________________________

_______________________________________   Name: ________________________________

Attention: ____________________________   Title: _______________________________

          ADDRESS OF TENANT:                              TENANT

_______________________________________   ______________________________________

_______________________________________   ______________________________________

_______________________________________   By: /s/ Gregory L. Burns
                                              ----------------------------------

_______________________________________   Name: Gregory L. Burns

Attention: ____________________________   Title: Chief Manager/President

           ADDRESS OF LANDLORD:                          LANDLORD

_______________________________________   By: __________________________________

_______________________________________   Name: ________________________________

Attention: ____________________________   Title: _______________________________

                                        7
<PAGE>

                               GUARANTOR'S CONSENT

      _______________________________ guarantor of the Lease, signs below to
express its consent to the foregoing Agreement and its agreement that its
guaranty of the Lease is and shall remain in full force and effect.

                                       _________________________________________

                                       By: /s/ Gregory L. Burns

                                       Title: CEO

                       [ADD APPROPRIATE ACKNOWLEDGEMENTS]

                                        8
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                                  EXHIBIT "A"

                         LEGAL DESCRIPTION OF THE LAND

                                       9
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                                    EXHIBIT E

                              RULES AND REGULATIONS

      1. Except as expressly provided in the Lease, no sign, placard, picture,
advertisement, name or notice shall be installed or displayed on any part of the
outside or inside of the Building (other than within the Premises) without the
prior written consent of the Landlord. Landlord shall have the right to remove,
at Tenant's expense and without notice, any sign installed or displayed in
violation of this rule. All approved signs or lettering on doors and walls shall
be printed, painted, affixed or inscribed at the expense of Tenant by a person
or vendor chosen by Landlord.

      2. If Landlord reasonably objects in writing to any curtains, blinds,
shades or screens attached to or hung in or used in connection with any window
or door of the Premises, Tenant shall immediately discontinue such use. No
awning shall be permitted on any part of the Premises. Tenant shall not place
anything or allow anything to be placed against or near any glass partitions or
doors or windows which may appear unsightly, in the reasonable opinion of
Landlord, from outside the Premises.

      3. Tenant shall not obstruct any common sidewalks, halls, passages, exits
or entrances of the Building. The common halls, passages, exits, and entrances
are not for the general public, and Landlord shall in all cases retain the right
to control and prevent access to the Building of all persons whose presence in
the reasonable judgment of Landlord would be prejudicial to the safety,
character, reputation and interests of the Building and its tenants provided
that nothing contained in this rule shall be construed to prevent such access to
persons with whom any tenant normally deals in the ordinary course of its
business, unless such persons are engaged in illegal activities.

      4. The directory of the Building will be provided exclusively for the
display of the name and location of tenants only and Landlord reserves the right
to exclude any other names therefrom.

      5. Tenant shall not cause any unnecessary labor by carelessness or
indifference to the good order and cleanliness of the Premises. Landlord shall
not in any way be responsible to any Tenant for any loss of property on the
Premises, however occurring, or for any damage to any Tenant's property by the
janitor or any other employee or any other person.

      6. Landlord will furnish Tenant free of charge with two keys to each door
in the Premises. Landlord may make a reasonable charge for any additional keys,
and Tenant shall not alter any lock or install a new or additional lock or bolt
on any door of its Premises. Tenant, upon the termination of its tenancy, shall
deliver to Landlord the keys of all doors which have been furnished to Tenant,
and in the event of loss of any keys so furnished, shall pay Landlord therefor.

      7. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's instructions in
their installation.

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<PAGE>

      8. Tenant shall not place a load upon any floor which exceeds the load per
square foot which such floor was designed to carry and which is allowed by law.
Business machines and mechanical equipment belonging to Tenant which cause noise
or vibration that may be transmitted to the structure of the Building or to any
space in the Building to such a degree as to be reasonably objectionable to
Landlord or to any tenants shall be placed and maintained by Tenant, at Tenant's
expense, on vibration eliminators or other devices sufficient to eliminate noise
or vibration. The persons employed to move such equipment in or out of the
Building must be reasonably acceptable to Landlord. Landlord will not be
responsible for loss of, or damage to, any such equipment or other property from
any cause, and all damage done to the Building by maintaining or moving such
equipment or other property shall be repaired at the expense of Tenant.

      9. Tenant shall not use any method of heating or air conditioning other
than that supplied by Landlord. Tenant shall not waste common metered water.

      10. The toilet rooms, toilets, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed, no foreign substance of any kind whatsoever shall be thrown into
any of them, and the expense of any breakage, stoppage or damage resulting from
the violation of this rule shall be borne by the Tenant who, or whose employees
or invitees, shall have caused it.

      11. No cooking shall be done or permitted by any Tenant on the Premises,
except by the Tenant of Underwriters' Laboratory approved microwave oven or
equipment for brewing coffee, tea, hot chocolate and similar beverages shall be
permitted provided that such equipment and use is in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and
regulations.

      12. Tenant shall not use the name of the Building in connection with or in
promoting or advertising the business of Tenant except as Tenant's address.

      13. Landlord may waive any one or more of these Rules and Regulations for
the benefit of any particular tenant or tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Building.
Landlord shall not discriminate against Tenant in the enforcement of these Rules
and Regulations.

      14. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of any lease of premises in the Building.

      15. Landlord reserves the right to make such other and reasonable rules
and regulations as in its judgment may from time to time be needed for safety
and security, for care and cleanliness of the Building and for the preservation
of good order in and about the Building. Tenant agrees to abide by all such
rules and regulations in this Exhibit C stated and any such additional rules and
regulations which are adopted provided written notice of the same is provided to
Tenant.

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      16. Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customers, invitees and guests.

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                                   EXHIBIT "F"

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE

                LEASE REFERENCE DATE OF DECEMBER __, 2004 BETWEEN

                    BELLINGHAM MECHANIC LLC, AS LANDLORD AND

                          99 COMMISSARY LLC, AS TENANT

                                FORM OF GUARANTY

      FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration paid or delivered to the undersigned
("Guarantor"), the receipt and sufficiency whereof are hereby acknowledged by
Guarantor, and for the purpose of seeking to induce BELLINGHAM MECHANIC LLC, a
Massachusetts limited liability company ("LANDLORD") to execute, enter into and
deliver that certain Lease (the "Lease") by and between 99 COMMISSARY LLC, as
TENANT, and BELLINGHAM MECHANIC LLC, as LANDLORD, for certain premises located
at 1-8 Purchase Street, Bellingham, Massachusetts, which Lease will be to the
direct interest and advantage of Guarantor, Guarantor does hereby
unconditionally guarantee to LANDLORD and its successors, successors-in-title
and assigns, the full and prompt performance and payment of all amounts due
LANDLORD from TENANT when due under the Lease and every installment thereof,
with no less force and effect than if the Guarantor were named as the TENANT in
said Lease. Guarantor does hereby agree that if any such payment under the Lease
is not made by TENANT in accordance with its terms, Guarantor will immediately
make such payments. Guarantor further agrees to pay LANDLORD all expenses
(including reasonable attorneys' fees) paid or incurred by LANDLORD in
endeavoring to collect any indebtedness due LANDLORD under the Lease, to enforce
the obligations of TENANT guaranteed hereby, or any portion thereof, or to
enforce this Guaranty.

      The provisions of this Guaranty shall extend and be applicable to all
renewals, amendments, extensions, consolidations and modifications of the Lease,
and any and all references herein to the Lease shall be deemed to include any
such renewals, extensions, amendments, consolidations or modifications thereof.

      This is a guaranty of payment and performance and not of collection. The
liability of Guarantor under this Guaranty shall be contingent only upon
LANDLORD making demand upon TENANT, with a copy to Grantor, and TENANT failing
to make payment to LANDLORD within thirty (30) days of such notice. This
Guaranty shall be absolute, continuing and unlimited, and the LANDLORD shall not
be required to take any proceedings against the TENANT before LANDLORD has the
right to demand payment by the undersigned upon default by TENANT. This Guaranty
and the liability of the undersigned hereunder shall in no way be impaired or
affected by any sale or conveyance of the Land and/or the Premises or any part
thereof or any assignment of the Lease, or by any forbearance or delay in
enforcing the provisions of the Lease.

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      No action or proceeding brought or instituted under this Guaranty against
the undersigned, and no recovery had in pursuance thereof shall be any bar or
defense to any further action or proceeding which may be brought under this
Guaranty by reason of any further default or defaults of TENANT.

      IN WITNESS WHEREOF, the undersigned has executed this Guaranty under seal
as of the 16th day of December, 2004.

                                       GUARANTOR:

                                       O'CHARLEY'S INC.

                                       /s/ Gregory L. Burns
                                       -----------------------------------------
                                       Its duly authorized CEO

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