<PAGE>

                                                                    EXHIBIT 10.5

LEASE AGREEMENT - FRANKLIN, MA

                               EXHIBIT 1, SHEET 1
                           109 Constitution Boulevard
                            FRANKLIN INDUSTRIAL PARK
                            Franklin, Massachusetts

EXECUTION DATE:    August 11, 2000

TENANT:            SMTC MANUFACTURING CORPORATION OF
                   MASSACHUSETTS, a Massachusetts corporation

MAILING ADDRESS:   SMTC CORPORATION
                   635 Hood Road
                   Markham, Ontario, Canada L3R 4N6
                   Attention: Richard Smith, Chief Financial Officer

                   with a copy to:

                   Ropes & Gray
                   One International Place
                   Boston, Massachusetts 02110
                   Attention: Walter R. McCabe, III

LANDLORD:          LINCOLN-FRANKLIN LLC, a Delaware limited liability company

MAILING ADDRESS:   c/o Lincoln Property Company

                   101 Arch Street
                   Suite 650
                   Boston, Massachusetts 02110
                   Attention: Sean V. Chrisom

                   with a copy to:

                   Goulston & Storrs, P.C.
                   400 Atlantic Avenue
                   Boston, Massachusetts 02110
                   Attention: Raymond Kwasnick, Esq.

COMPLEX:           The land, buildings and other improvements thereon, from time
                   to time, located off Constitution Boulevard in the City of
                   Franklin, Middlesex County, Commonwealth of Massachusetts
                   known as Franklin Industrial Park. The Complex is initially
                   substantially as shown on Exhibit 3-1, and the legal
                   description of the Complex is set forth on Exhibit 3;
                   however, the Complex may change from time to time as set
                   forth herein.
<PAGE>

                               EXHIBIT 1, SHEET 2
                                Building No. 109
                            FRANKLIN INDUSTRIAL PARK
                            Franklin, Massachusetts

             Tenant: SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS
                         Execution Date: August 11, 2000


BUILDING:          109 Constitution Boulevard, Franklin, Massachusetts

PREMISES:          Area on the first floor of the Building, substantially as
                   shown on Lease Plan, Exhibit 2

Art. 3.1           TERM COMMENCE DATE:

                   The date that this Lease is executed and delivered by both
                   parties.

                   RENT COMMENCEMENT DATE:

                   The earlier of (i) the Outside Rent Commencement Date, as
                   hereinafter defined, or (ii) the date Tenant commences to use
                   any portion of the premises for business purposes.

                   OUTSIDE RENT COMMENCEMENT DATE:

                   October 1, 2000, provided however, that if the Landlord's
                   Work Necessary to Trigger Rent commencement Date is not
                   deemed to be Substantially Complete, as defined in Article
                   4.3, as of such date, then the Outside Rent Commencement Date
                   shall be the date as of which the Landlord's Work Necessary
                   to Trigger Rent Commencement Date is deemed to be
                   Substantially Complete as aforesaid.

Art.3.2            TERMINATION DATE:
                   Seven (7) years after the Rent Commencement Date, or such
                   later date to which the term of this Lease may be executed by
                   Tenant pursuant to the terms of Paragraph 2 of the Rider to
                   Lease.

Art.5              PERMITTED USE:
                   Warehousing, light manufacturing, fabrication, finishing,
                   prototype circuit-board assembly, wet paint and powder coat
                   finishing, electro/mechanical assembly uses and ancillary
                   office and storage uses.

Art.6              YEARLY RENT:

                   RENT YEAR:         Each twelve month period during the term
                                      of this Lease commencing as of the Rent
                                      Commencement Date, or as of any
                                      anniversary of the Rent Commencement Date.

                                      -2-
<PAGE>

                               EXHIBIT 1, SHEET 3
                                Building No. 109
                            FRANKLIN INDUSTRIAL PARK
                            Franklin, Massachusetts

             Tenant: SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS
                         Execution Date: August 11, 2000


                   YEARLY RENT

                   RENT YEAR             YEARLY RENT             MONTHLY PAYMENT

                   1-3                   $864,000.00               $72,000.00
                   4                     $900,000.00               $75,000.00
                   5-7                   $936,000.00               $78,000.00


Art. 7             TOTAL RENTABLE AREA OF THE PREMISES: 144,000 square feet

                   TOTAL RENTABLE AREA OF THE BUILDING: 192,000 square feet

                   INITIAL TOTAL RENTABLE AREA OF THE COMPLEX: 384,000 square
                   feet


Art. 9             TENANT'S PROPORTIONATE SHARE:

                   TENANT'S PROPORTIONATE COMPLEX SHARE shall be a fraction, the
                   numerator of which shall be the Total Rentable Area of the
                   Premises, and the denominator of which shall be the total
                   rented area of the Complex, as it may change from time to
                   time, but in no event shall the denominator be less then
                   ninety-five percent (95%) of the Total Rentable Area of the
                   Complex.

                   TENANT'S PROPORTIONATE BUILDING SHARE: shall be a fraction,
                   the numerator of which shall be the Total Rentable Area of
                   the Premises, and the denominator of which shall be the total
                   rented area of the Building, as it may change from time to
                   time, but in no event shall the denominator be less than
                   ninety-five percent (95%) of the Total Rentable Area of the
                   Building.

                                      -3-
<PAGE>

                               EXHIBIT 1, SHEET 4
                                Building No. 109
                            FRANKLIN INDUSTRIAL PARK
                            Franklin, Massachusetts

             Tenant: SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS
                         Execution Date: August 11, 2000


Art. 29.3          BROKER:          Cushman & Wakefield

Art. 29.5          ARBITRATION:     Superior Court, Middlesex County

                   EXHIBIT DATE:    Lease Plan, Exhibit 2, dated August 11, 2000


Rider,
Paragraph 1:       SECURITY DEPOSIT: $450,000.00, subject to the reduction
                   pursuant to the terms of Paragraph 1 of the Rider to Lease

LANDLORD:                                    TENANT:
LINCOLN-FRANKLIN, LLC                        SMTC MANUFACTURING
                                             CORPORATION OF MASSACHUSETTS

By:      Lincoln Investors Group 2, Inc.     By:
Its:     Managing Member                     Its:

By: /s/ WILLIAM M. HICKEY                    By: /s/ THOMAS HARRINGTON
    ------------------------------               ------------------------------
Name: William M. Hickey                      Name: Thomas Harrington
Its:  Vice President                         Title: President
      Hereunto Duly Authorized               Hereunto Duly Authorized

Date Signed: August 23, 2000                 Date Signed: August 16, 2000

                                      -4-
<PAGE>

                               EXHIBIT 1, SHEET 5
                                Building No. 109
                            FRANKLIN INDUSTRIAL PARK
                            Franklin, Massachusetts

             Tenant: SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS
                         Execution Date: August 11, 2000

                                      -5-
<PAGE>

1.       REFERENCE DATA..................................................     1

2.       DESCRIPTION OF PREMISES.........................................     1
         2.1      Demised Premises.......................................     1
         2.2      Appurtenant Rights ....................................     1
         2.3      Exclusions and Reservations............................     2

3.       TERM OF LEASE...................................................     2
         3.1      Definitions............................................     2
         3.2      Habendum...............................................     2
         3.3      Declaration Fixing Term Commencement Date..............     2

4.       READINESS FOR OCCUPANCY - ENTRY BY TENANT
         PRIOR TO TERM COMMENCEMENT DATE.................................     2
         4.0      "As Is" Condition......................................     3
         4.1      Definition of Landlord's Work..........................     3
         4.2      Performance of Landlord's Work.........................     3
         4.3      Substantial Completion of Landlord's Work..............     3
         4.4      Tenant's Self-Help Right...............................     4
         4.5      Tenant's Work..........................................     4
         4.6      Cooperation of Contractors.............................     5
         4.7      Landlord's Contribution................................     5
         4.8      Tenant Delay - Addition Cost...........................     7
         4.9      Conclusiveness of Landlord's Performance...............     7
         4.10     Tenant Payments of Construction Cost...................     8
         4.11     Disputes...............................................     8

5.       USE OF PREMISES.................................................     8
         5.1      Permitted Use..........................................     8
         5.2      Prohibited Uses........................................     9
         5.3      Licensed and Permits...................................     9
         5.4      Landlord's Recapture Right Upon Vacancy................     9

6.       RENT............................................................    10

7.       RENTABLE AREA...................................................    10

8.       SERVICES FURNISHED BY LANDLORD..................................    10
         8.1      Electric Current.......................................    11
         8.2      Utilities..............................................    12
         8.3      Repairs................................................    12
         8.4      Interruption or Curtailment of Services................    12
         8.5      Energy Conservation....................................    12

9.       ESCALATION......................................................    13
         9.1      Definitions............................................    13

                                       i
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         9.2      Tax Excess.............................................    20
         9.3      Tenant's Operating Expenses............................    21
         9.4      Part Years.............................................    22
         9.5      Effect of Taking.......................................    22
         9.6      Survival...............................................    22

10.      CHANGES OR ALTERATIONS BY LANDLORD..............................    22

11.      FIXTURES, EQUIPMENT AND IMPROVEMENTS - REMOVAL BY
         TENANT..........................................................    23

12.      ALTERATIONS AND IMPROVEMENTS - REMOVAL BY
         TENANT..........................................................    24

13.      TENANT'S CONTRACTORS - MECHANIC'S AND OTHER LIENS -
         STANDARD OF TENANT'S PERFORMANCE - COMPLIANCE
         WITH LAWS.......................................................    26

14.      REPAIRS BY TENANT - FLOOR LOAD..................................    28
         14.1     Repairs by Tenant......................................    28
         14.2     Floor Load - Heavy Machinery...........................    29

15.      INSURANCE, INDEMNIFICATION, EXONERATION AND
         EXCULPATION.....................................................    29
         15.1     General Liability Insurance............................    29
         15.2     Certificates of Insurance..............................    30
         15.3     General................................................    30
         15.4     Property of Tenant.....................................    31
         15.5     Bursting of Pipes, etc.................................    31
         15.6     Repairs and Alterations - No Diminution of Rental
                  Value..................................................    31
         15.7     Landlord Indemnity of Tenant...........................    33

16.      ASSIGNMENT, MORTGAGING AND SUBLETTING...........................    33

17.      MISCELLANEOUS COVENANTS.........................................    37
         17.1     Rules and Regulations..................................    37
         17.2     Access to Premises - Shoring...........................    38
         17.3     Accidents to Sanitary and Other Systems................    39
         17.4     Signs, Blinds and Drapes...............................    39
         17.5     Estoppel Certificate...................................    39
         17.6     Prohibited Materials and Property......................    40
         17.7     Requirements of Law - Fines and Penalties..............    41
         17.8     Tenant's Acts - Effect on Insurance....................    42
         17.9     Miscellaneous..........................................    42

18.      DAMAGE BY FIRE, ETC.............................................    42
         18.1     Landlord Casualty Insurance............................    43

                                       ii
<PAGE>

         18.2     Repair of Damage Caused by Casualty....................    43
         18.3     Landlord's Termination Rights..........................    44
         18.4     Tenant's Termination Rights............................    44
         18.5     General Provisions Relation to Any Casualty
                  Termination............................................    45

19.      WAIVER OF SUBROGATION...........................................    46

20.      CONDEMNATION - EMINENT DOMAIN...................................    46

21.      DEFAULT.........................................................    48
         21.1     Condition of Limitation - Re-entry - Termination.......    48
         21.2     Intentionally Omitted..................................    49
         21.3     Damages - Termination..................................    49
         21.4     Fees and Expenses......................................    50
         21.5     Waiver of Redemption...................................    51
         21.6     Landlord's Remedies Not Exclusive......................    51
         21.7     Grace Period...........................................    51

22.      END OF TERM - ABANDONED PROPERTY................................    52

23.      SUBORDINATION...................................................    53

24.      QUIET ENJOYMENT.................................................    56

25.      ENTIRE AGREEMENT - WAIVER - SURRENDER...........................    56
         25.1     Entire Agreement.......................................    56
         25.2     Waiver by Landlord.....................................    57
         25.3     Surrender..............................................    57

26.      INABILITY TO PERFORM - EXCULPATORY CLAUSE.......................    57

27.      BILLS AND NOTICES...............................................    59

28.      PARTIES BOUND - SEIZIN OF TITLE.................................    59

29.      MISCELLANEOUS...................................................    60
         29.1     Separability...........................................    60
         29.2     Captions, etc..........................................    60
         29.3     Broker.................................................    60
         29.4     Modifications..........................................    61
         29.5     Arbitration............................................    61
         29.6     Governing Law..........................................    61
         29.7     Assignment of Rents....................................    61
         29.8     Representation of Authority............................    62
         29.9     Expenses Incurred by Landlord Upon Tenant Requests.....    62
         29.10    Survival...............................................    62

                                      iii
<PAGE>

         29.11    Tenant's Right to Contest..............................    62
         29.12    Recordation............................................    62

EXHIBITS

         Exhibit 2         Lease Plan
         Exhibit 3         Legal Description of Complex
         Exhibit 3-1       Plan of Complex
         Exhibit 4         Landlord's Work
         Exhibit 4-1       Tenant's Work
         Exhibit 4-2       Letter Agreement RE: Tenant's Obligations to Pay
                           Additional Costs
         Exhibit 5         Tenant's Permitted Signage
         Exhibit 6         Hazardous Materials Used in Tenant's Business
         Exhibit 7         Form of Letter of Credit

RIDER
GUARANTEE

                                       iv
<PAGE>

         THIS INDENTURE OF LEASE made and entered into on the Execution Date as
stated in Exhibit 1 and between the Landlord and the Tenant named in Exhibit 1.

Landlord does hereby demise and lease to Tenant, and Tenant does hereby hire and
take from Landlord, the premises hereinafter mentioned and described
(hereinafter referred to as "premise"), upon and subject to the covenants,
agreements, terms, provisions and conditions of this Lease for the term
hereinafter stated:

1.       REFERENCE DATA

         Each reference in this Lease to any of the terms and title contained in
any Exhibit attached to this Lease shall be deemed and construed to incorporate
the data stated under that term or title in such Exhibit.

2.       DESCRIPTION OF DEMISED PREMISES

         2.1   DEMISED PREMISES. The premises are that portion of the Building
as described in Exhibit 1 (as the same may from time to time be constituted
after changes therein, additions thereto and eliminations therefrom pursuant to
rights of Landlord hereinafter reserved) and is hereinafter referred to as
"Building", substantially as shown hatched or outlined on the Lease Plan
(Exhibit 2) hereto attached and incorporated by reference as part hereof.

         2.2   APPURTENANT RIGHTS.

         Tenant shall have, as appurtenant to the premises, rights to use in
common, with others entitled thereto, subject to reasonable rules from time to
time made by Landlord of which Tenant is given notice: (i) the common lobbies,
hallways, stairways and elevators of the Building, serving the premises in
common with others, (ii) common walkways necessary for access to the Building,
(iii) if the premises included less than the entire rentable area of any floor,
the common toilets and other common facilities of such floor, (iv) up to the
number of parking spaces identified as "Tenant's Common Parking Spaces" on
Exhibit 3-1, in the common parking areas of the Complex, as the Complex may be
modified by Landlord from time to time (but only in a manner that does not
materially adversely affect Tenant's Parking rights, as hereinafter defined),
for parking for Tenant's employees, agents, contractors, and invitees, on a
first-come, first-served basis. In addition, subject to Rules and Regulations
from time to time made by Landlord pursuant to Article 17.1, Tenant shall have
the exclusive use of the Reserved Parking Area shown on Exhibit 3-1. The
Reserved Parking Area shall be identified by a line in the parking lot in the
location shown on Exhibit 3-1. Landlord shall have no obligation to police the
use of the Reserved Parking Area. As used herein, "Tenant's Parking Rights"
shall mean Tenant's common rights in and to Tenant's Common Parking Spaces and
Tenant's exclusive rights in and to the Reserved Parking Area, collectively.
Tenant shall have no appurtenant rights or easements, except those expressly
contained in this Lease.

                                        1
<PAGE>

         2.3   EXCLUSIONS AND RESERVATIONS. All the perimeter walls of the
premises except the inner surfaces thereof, any balconies (except to the extent
same are shown as part of the premises on the Lease Plan (Exhibit 2), terraces
or roofs adjacent to the premises, and any space in or adjacent to the premises
used for shafts, stacks, pipes, conduits, wires and appurtenant fixtures, fan
rooms, ducts, electric or other utilities, sinks or other Building facilities,
and the use thereof, are expressly excluded from the premises and reserved to
Landlord.

3.       TERM OF LEASE

         3.1   DEFINITIONS. As used in this Lease the words and terms which
follow mean and include the following:

         (a)   "Term Commencement Date" - The date on which the term of this
Lease commences as stated in Exhibit 1.

         (b)   "Rent Commencement Date" - The date on which Tenant's obligations
to pay Yearly Rent, Tenant's Taxes, and Tenant's Operating Costs commences as
stated on Exhibit 1.

         3.2   HABENDUM. TO HAVE AND TO HOLD the premises for a term of years
commencing on the Term Commencement Date and ending on the Termination Date as
stated in Exhibit 1 or on such earlier date upon which said term may expire or
be terminated pursuant to any of the conditions of limitation or other
provisions of this Lease or pursuant to law (which date for the termination of
the terms hereof will hereafter be called "Termination Date"). Notwithstanding
the foregoing, if the Termination Date as stated in Exhibit 1 shall fall on
other than the last day of a calendar month, said Termination Date shall, at the
option of Landlord, be deemed to be the last day of the calendar month in which
said Termination Date occurs.

         3.3   DECLARATION FIXING TERM COMMENCEMENT DATE AND RENT COMMENCEMENT
DATE. As soon as maybe after the execution date hereof, each of the parties
hereto agrees, upon demand of the other party to join in the execution, in
-recordable form, of a statutory notice, memorandum, etc. of lease and/or
written declaration in which shall be stated such Term Commencement Date, the
Rent Commencement Date and (if need be) the Termination Date. If this Lease is
terminated before the term expires, then upon Landlord's request the parties
shall execute, deliver and record an instrument acknowledging such fact and the
date of termination of this Lease, and should Tenant fail, without cause, to
execute and deliver such instrument to Landlord within ten (10) days upon
Landlord's request therefor, Tenant in such instance appoints Landlord its
attorney-in-fact in its name and behalf to execute such instrument.

4.       READINESS FOR OCCUPANCY - ENTRY BY TENANT PRIOR TO TERM COMMENCEMENT
         DATE

                                       2
<PAGE>

         4.0   "AS-IS" CONDITION. Tenant acknowledges and agrees that it has had
an opportunity to inspect the premises and that it is taking the premises
"as-is", without any obligation on the part of Landlord to prepare or construct
the premises for Tenant's occupancy, except for the performance of Landlord's
Work, as defined on Exhibit 4. Tenant further acknowledges and agrees that,
except as expressly set forth in this Lease, Landlord has made no representation
as to the condition of the premises and that it is relying upon its own
inspection of the premises in entering into this Lease.

         4.1   DEFINITION OF LANDLORD'S WORK. LANDLORD'S WORK CONSISTS OF: (i)
Landlord's Work Necessary to Trigger Term Commencement Date, (ii) Landlord's
Work Necessary to Trigger Rent Commencement Date, and (iii) landscaping, all as
more particularly described and referenced on Exhibit 4.

         4.2   PERFORMANCE OF LANDLORD'S WORK. Subject to delay by causes beyond
the reasonable control of Landlord or caused by Tenant Delays, as hereinafter
defined, Landlord shall use reasonable speed and diligence to Substantially
Complete: (i) Landlord's Work Necessary to Trigger Rent Commencement Date by
October 1, 2000, and (ii) the landscaping work when Landlord reasonably deems
appropriate prior to the winter season in the year 2000. The failure of Landlord
to Substantially Complete the Landlord's Work within the foregoing schedule
shall in no way affect the validity of this Lease or the obligations of Tenant
hereunder nor shall the same be construed in any way to extend the term of this
Lease. Subject to Tenant's rights pursuant to Article 4.4, if Landlord's Work
has not been deemed Substantially Completed on the Rent Commencement Date,
Tenant shall not have any claim against Landlord, and Landlord shall have no
liability to Tenant, by reason thereof.

         4.3   SUBSTANTIAL COMPLETION OF LANDLORD'S WORK.

         (a)   The Landlord's Work Necessary to Trigger Rent Commencement Date
shall be deemed to be "Substantially Complete" when (i) such portion of
Landlord's Work is, in fact, complete except for Punch List Items (as
hereinafter defined) and Landlord has removed all of its equipment used in
connection with, and all debris caused by the performance of, Landlord's Work,
provided however, if such portion of Landlord's Work is delayed as the result of
Tenant Delays, as hereinafter defined, the Landlord's Work Necessary to Trigger
Rent Commencement Date shall be deemed to be Substantially Complete on the date
that such portion of Landlord's Work would have been Substantially Complete but
for such Tenant Delays; and (ii) Landlord has obtained all consents, approvals,
and "sign-offs" from governmental authorities with jurisdiction, indicating that
Landlord's Work has been completed in accordance with all applicable legal
requirements. Such consents, approvals and "sign-offs" shall be without any
condition that would prevent or materially interfere with Tenant's performance
of Tenant's Work (as hereinafter defined).

         (b)   Tenant Delays. For the purposes hereof, "Tenant Delays" shall be
defined as any delays in the performance of Landlord's Work to the extent caused
by Tenant or its contractors including, without limitation, the utility
companies and other

                                       3
<PAGE>

entities furnishing communications, data processing or other service or
equipment; provided, however; that no period of time prior to the date Landlord
notifies Tenant of a Tenant Delay shall be considered a period of Tenant Delay.

         (d)   Landlord's Architect's Certificate of Substantial Completion.
Landlord's architect's certificate of substantial completion, as hereinabove
stated, given in good faith, or of any other facts pertinent to this Article 4.3
shall be deemed conclusive of the statements therein contained and binding upon
Tenant, unless, within seven (7) days after Tenant receives such certificate,
Tenant gives Landlord written notice setting forth with specificity Tenant's
objections thereto. Tenant shall have the right, at the time that Landlord has
purportedly Substantially Completed any portion of Landlord's Work, to have its
representative review such portion of Landlord's Work to the end of the parties
mutually agreeing upon those items of minor or insubstantial details of
construction or mechanical adjustment that will not materially interfered with
the performance of Tenant's Work on Tenant's use of the Premises ("Punch List
Items"), if any, of such portion of Landlord's Work which remain incomplete.

         (e)   Completion of Punch List Items. Any of the Punch List Items not
fully completed on the Rent Commencement Date shall thereafter be completed
within thirty (30) days after the Rent Commencement Date, subject to causes
beyond Landlord's reasonable control.

         4.4   TENANT'S SELF-HELP RIGHT. If the Landlord Work Necessary to
Trigger Rent Commencement Date is not Substantially Complete on or before
October 1, 2000, then Tenant shall have the right to complete any portion of the
Landlord Work Necessary to Trigger Rent Commencement Date, by giving Landlord a
written notice ("Self-Help Notice"). The Self-Help Notice shall set forth with
specificity the remaining portions ("Incomplete Items") of the Landlord Work
Necessary to Trigger Rent Commencement Date which remains incomplete. If
Landlord fails to Substantially Complete any of the Incomplete Items identified
in the Self-Help Notice within thirty (30) days of Landlord's receipt of the
Self-Help Notice, then Tenant shall have the right to complete such Incomplete
Items at Landlord's cost, provided however, that in no event shall Landlord be
required to reimburse Tenant for any amount incurred by Tenant in excess of The
Cost Cap for such Incomplete Item, as set forth on Exhibit 4. After Tenant has
complete such Incomplete Item, Landlord shall, within thirty (30) days of
billing therefore, together with evidence reasonably acceptable to Landlord of
the costs so incurred by Tenant, pay to Tenant the amount due on account of such
Incomplete Item. If Landlord fails timely to pay any amount due to Tenant
pursuant to this Article 4.4, Tenant shall have the right to deduct such amount
from future installments of Yearly Rent due under the Lease until Tenant is
reimbursed in full, subject to said Cost Caps.

         4.5   TENANT'S WORK.

         (a)   "Tenant's Work" shall be defined as the initial leasehold
improvements to be performed by Tenant in order to prepare the premises for
Tenant's occupancy. Tenant's Work shall be performed in accordance with the
provisions of this Lease,

                                        4
<PAGE>

including, without limitation, Articles 4, 12, and 13 hereof. Except for
Landlord's Contribution, as set forth in Article 4.7, Tenant's Work shall be
performed at Tenant's sole cost and expense.

         (b)   "Required Tenant Work" shall be defined as that portion of the
Tenant's Work consisting of the heating and air conditioning system described in
Tenant's Plans referenced on Exhibit 4-1. Tenant shall, on or before December
15, 2000, substantially complete any portion of the Required Tenant Work
relating to the heating system, and Tenant shall, on or before June 1, 2001,
substantially complete the balance of the Required Tenant Work. Except for the
Required Tenant Work, Tenant shall have no obligation to complete other portions
of the Tenant Work.

         (c)   Tenant shall be solely responsible for the timely preparation and
submission to Landlord of the final architectural, electrical and mechanical
construction drawings, plans and specifications (called "plans") necessary to
perform Tenant's Work. Such plans shall be subject to the reasonable approval of
Landlord's architect and engineers and shall comply with their requirements to
avoid material conflicts with the design and function of the balance of the
Building. Landlord's approval is solely given for the benefit of Landlord and
neither Tenant nor any third party shall have the right to rely upon Landlord's
approval of Tenant's plans for any purpose whatsoever. Without limiting the
foregoing, Tenant shall be responsible for all elements of the design of
Tenant's plans (including, without limitation, compliance with law,
functionality of design, the structural integrity of the design, the
configuration of the premises and the placement of Tenant's furniture,
appliances and equipment), and Landlord's approval of Tenant's plans shall in no
event relieve Tenant of the responsibility for such design. Tenant shall be
solely responsible for all costs related to Tenant's plans.

         (d)   Landlord acknowledges that it has approved the plans and
specifications ("Tenant's Plans") referenced on Exhibit 4-1. Tenant shall
complete final construction documents in respect of the Required Tenant Work
after the execution of this Lease. Landlord shall, within five (5) business days
of request therefor, respond to any request from Tenant for approval of Tenant's
final construction documents in respect of any aspect of Tenant Work. If Tenant
is ready to commence to the Tenant Work prior to the Outside Rent Commencement
Date, and if Landlord fails to respond within said five business day period, as
aforesaid, and if Tenant is actually delayed in the performance of Tenant Work
as the result of such failure by Landlord, then the Outside Rent Commencement
Date shall be extended one (1) day for each day the Landlord fails to respond
beyond the initial five business day period.

         4.6   COOPERATION OF CONTRACTORS. Landlord and Tenant shall each take
necessary reasonable measures to the end that its respective contractors shall
cooperate in all ways with the other party's contractors to avoid any delay to
the Landlord Work and the Tenant Work or conflict in any other way with the
performance of such work.

         4.7   LANDLORD'S CONTRIBUTION.

                                        5
<PAGE>

         (a)   Landlord's Contribution. Landlord shall, in the manner
hereinafter set forth, provide to Tenant up to Three Hundred Fifty-Five Thousand
Six Hundred Eighty Dollars and 00/1 00 ($355,680) [i.e. the sum of $252,000
towards the cost of the construction of offices within the premises, $36,000 as
a credit on account of the cost of lighting which would otherwise have been
included in Landlord's Work, plus $67,680 as a credit on account of the cost of
heating equipment which would have been included in Landlord's Work] towards the
cost of Tenant's Work.

         (b)   Provided that Tenant is not in default, beyond the expiration of
all applicable grace and cure periods, of its obligations under the Lease at the
time that Tenant submits any requisition on account of Landlord's Contribution,
Landlord shall pay the cost of the work shown on each requisition (as
hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of
submission thereof by Tenant to Landlord.

         (c)   For the purposes hereof, a "requisition" shall mean written
documentation (including, without limitation, invoices from Tenant's contractor,
written lien waivers and such other documentation as Landlord's mortgagee may
reasonably request) showing in reasonable detail the costs of the improvements
installed to date in the premises, accompanied by certifications from Tenant,
Tenant's architect, and Tenant's contractor that the work performed to date has
been performed in accordance with applicable laws and in accordance with
Tenant's approved plans, and that the amount of the requisition in question does
not exceed the amount of the work covered by such requisition. Each requisition
shall be accompanied by evidence reasonably satisfactory to Landlord that all
work covered by previous requisitions has been fully paid by Tenant. Landlord
shall have the right, upon reasonable advance notice to Tenant, to inspect
Tenant's books and records relating to each requisition in order to verify the
amount thereof. Tenant shall submit requisition(s) no more often than monthly.

         (d)   Notwithstanding anything to the contrary herein contained:

         (i)   Landlord shall have no obligation to advance funds on account of
Landlord's Contribution unless and until Landlord has received the requisition
in question, together with the certifications required by Paragraph (c) of this
Article 4.7, certifying that the work shown on the requisition has been
performed in accordance with applicable law and in accordance with Tenant's
plans.

         (ii)  Except with respect to work and/or materials previously paid for
by Tenant, as evidenced by paid invoices and written lien waivers provided to
Landlord, Landlord shall have the right to have Landlord's Contribution paid to
both Tenant and Tenant's contractor(s) and vendor(s) jointly.

         (iii) Tenant shall not be entitled to any portion of Landlord's
Contribution, and Landlord shall have no obligation to pay Landlord's
Contribution in respect of any requisition submitted after December 31, 2001.

                                        6
<PAGE>

         (e)   Additional Costs. Landlord acknowledges that, pursuant to a
Letter Agreement by and between Landlord and Tenant, dated as of May 25, 2000
(the "Letter Agreement"), a copy of which is attached hereto and made a part
hereof as Exhibit 4-2, Tenant has agreed to pay to Landlord the Additional Costs
(as defined in the Letter Agreement) incurred by Landlord. Landlord and Tenant
hereby agree that: (i) Landlord shall have the right to apply Landlord's
Contribution towards the Additional Costs (i.e. thereby reducing the amount of
Landlord's Contribution which is available for other costs incurred by Tenant),
and (ii) Tenant's obligation to pay the Additional Costs to Landlord if Tenant
exercises its right to terminate the Lease pursuant to Article 4.4(a) shall be
secured by the Security Deposit, as defined in Paragraph 1 of the Rider to the
Lease. Landlord agrees that, upon execution and delivery of this Lease by
Tenant, together with the Security Deposit required pursuant to Paragraph 1 of
the Rider to this Lease, Landlord shall return to Tenant the $127,000 letter of
credit delivered by Tenant to Landlord in connection with the Letter Agreement.

         (f)   Landlord Default. If Landlord fails to pay all or any portion of
Landlord's Contribution that Landlord is obligated to pay pursuant to the terms
and provisions of this Article 4.7, then from and after the Rent Commencement
Date, Tenant shall have the right, after giving Landlord thirty (30) days' prior
written notice of such failure by Landlord, to offset against Yearly Rent the
any unpaid portion of Landlord's Contribution which is properly payable by
Landlord to Tenant.

         4.8   TENANTS DELAY - ADDITIONAL COSTS. If, as the result of any Tenant
Delay Landlord incurs any additional cost to Landlord in connection with the
completion of Landlord's Work, Tenant shall promptly pay such additional cost to
Landlord to the extent arising from such Tenant Delay. For the purposes of the
next preceding sentence, the expression "additional cost to Landlord" shall mean
the cost over and above such cost as would have been the aggregate cost to
Landlord of performing Landlord's Work had there been no such Tenant Delay.
Nothing contained in this Article 4.8 shall limit or qualify or prejudice any
other covenants, agreements, terms, provisions and conditions contained in this
Lease, including, but not limited to Article 4.3.

         4.9   CONCLUSIVENESS OF LANDLORD'S PERFORMANCE.

         (a)   Landlord Warranty. Landlord covenants to Tenant that, during the
period expiring as of the Warranty Expiration Date, as hereinafter defined, all
components of the Building other than components of Tenant Work will be free
from defects in workmanship and materials, all of Landlord's Work shall have
been performed in compliance with applicable laws, ordinances and regulations,
and that Landlord shall, at Landlord's expense promptly upon written notice
thereof, correct any defects in workmanship and materials. Tenant shall be
conclusively deemed to have agreed that Landlord has performed all of its
obligations under this Article 4 (and Tenant shall be deemed to have waived any
claim which it has under the foregoing warranty) unless, not later than the date
("Warranty Expiration Date") eleven (11) months and two weeks from

                                        7
<PAGE>

the Rent Commencement Date, Tenant shall have given written notice to Landlord
specifying the respects in which Landlord has not performed any such obligation.

         (b)   Notwithstanding the foregoing: (i) with respect to the Landlord's
Necessary Work Necessary to Trigger Rent Commencement Date, the Warranty
Expiration Date shall be eleven months and two weeks after the substantial
completion of such portion of Landlord's Work, and (ii) with respect to Punch
List Items which are not complete on the Rent Commencement Date, the Warranty
Expiration Date shall be the date eleven (11) months and two weeks from the day
such work is, IN FACT, completed.

         (c)   If, after the Warranty Expiration Date, latent defects are
discovered in any component of the Building (other than components of Tenant
Work), which component Tenant is required to maintain pursuant to the provisions
of this Lease, Landlord shall assign to Tenant Landlord's rights against the
applicable third party to the extent necessary to enable Tenant to assert its
rights against such third party.

         (d)   Nothing in this Article 4.9 shall relieve Landlord of its
obligations under Article 8.3.

         4.10  TENANT PAYMENTS OF CONSTRUCTION COST. Landlord shall have the
same rights and remedies which Landlord has upon the nonpayment of Yearly Rent
and other charges due under this Lease for nonpayment of any amounts which
Tenant is required to pay to Landlord or Landlord's contractor in connection
with the construction and initial preparation of the premises (including,
without limitation, any amounts which Tenant is required to pay in accordance
with Article 4.8 hereof) or in connection with any construction in the premises
performed for Tenant by Landlord, Landlord's contractor or any other person,
firm or entity after the Rent Commencement Date.

         4.11   DISPUTES. Any disputes under this Article 4 shall be submitted
to arbitration in accordance with Article 29.5.

5.       USE OF PREMISES

         5.1   PERMITTED USE. During the term hereof, Tenant may occupy and use
the premises only for the purposes as stated in Exhibit 1 and for no other
purposes. Service and utility areas (whether or not a part of the premises)
shall be used only for the particular purpose for which they were designed.
Without limiting the generality of the foregoing, Tenant agrees that it shall
not use the premises or any part thereof, or permit the premises or any part
thereof to be used for the preparation of food. Notwithstanding the foregoing,
but subject to the other terms and provisions of this Lease, Tenant may, with
Landlord's prior written consent, which consent shall not be unreasonably
withheld, install at its own cost and expense so-called hot-cold water
fountains, coffee makers and so-called Dwyer refrigerator-sink-stove
combinations for the preparation of beverages and foods, provided that no
cooking, frying, etc., are carried on in the premises to such extent as requires
special exhaust venting, Tenant hereby acknowledging that the Building is not
engineered to provide any such special venting.

                                        8
<PAGE>

         5.2   PROHIBITED USES. Notwithstanding any other provision of this
Lease, Tenant shall not use, or suffer or permit the use or occupancy of, or
suffer or permit anything to be done in or anything to be brought into or kept
in or about the premises or the Building or any part thereof (including, without
limitation, any materials appliances or equipment used in the construction or
other preparation of the premises and furniture and carpeting): (i) which would
violate any of the covenants, agreements, terms, provisions and conditions of
this Lease or otherwise applicable to or binding upon the Premises that are in
effect as of the date of this Lease and of which Tenant has received notice
prior to the execution of this Lease, including, without limitation, those
covenants affecting the Franklin Industrial Park ("Park Covenants") and, subject
to Article 23(h), any future rules and regulations which may be issued pursuant
to the Park Covenants, (ii) for any unlawful purposes or in any unlawful manner;
or (iii) which, in the reasonable judgment of Landlord shall in any way impair,
interfere with or otherwise diminish the quality of any of the Building services
or the proper and economic heating, cleaning, ventilating, air conditioning or
other servicing of the Building; or premises, or with the use or occupancy of
any of the other areas of the Building, or occasion discomfort, inconvenience or
annoyance, or injury or damage to any occupants of the premises or other tenants
or occupants of the Building. Tenant shall not install or use any electrical or
other equipment of any kind which, in the reasonable judgment of Landlord, might
cause any such impairment, interference, discomfort, inconvenience, annoyance or
injury. Notwithstanding the foregoing terms of this Article 5.2, Tenant shall
not be deemed to have suffered or permitted an act or omission: (x) which occurs
outside of the Premises, unless such act or omission was by Tenant or those for
whom Tenant is legally responsible, or (y) by Landlord or those for whom
Landlord is legally responsible.

         5.3   LICENSES AND PERMITS. If any governmental license or permit shall
be required for the proper and lawful conduct of Tenant's business, and if the
failure to secure such license or permit would in any way affect Landlord, the
premises, the Building or Tenant's ability to perform any of its obligations
under this Lease, Tenant, at Tenant's expense, shall duly procure and thereafter
maintain such license and submit the same to inspection by Landlord. Tenant, at
Tenant's expense, shall at all times comply with the terms and conditions of
each such license or permit. Notwithstanding the foregoing, Landlord, and not
Tenant, shall obtain all governmental approvals which are necessary for the
performance of Landlord's Work. Tenant shall furnish all data and information to
governmental authorities and Landlord as required in accordance with legal,
regulatory, licensing or other similar requirements ("Laws") as they relate to
Tenant's use or occupancy of the premises or the Building. Notwithstanding the
foregoing, Tenant shall have the right to contest, in good faith, the validity
and application in whole or in part, of any such Laws, provided that Tenant
furnishes security which, in Landlord's reasonable judgment, is sufficient to
cover any risk of delayed compliance to the operation, safety or value of the
premises or the Building.

         5.4   LANDLORD'S RECAPTURE RIGHT UPON VACANCY. Notwithstanding anything
to the contrary in the Lease contained, if, at any time after Tenant completes
the Required Tenant Work, Tenant shall abandon or vacate the premises for a
period of no less than

                                       9
<PAGE>

one hundred eighty (180) days, then Landlord shall have the right to terminate
this Lease upon written notice to Tenant. Such termination right shall not,
however, be deemed to be a default by Tenant for the purposes of this Lease.

6.       RENT

         During the term of this Lease the Yearly Rent and other charges, at the
rate stated in Exhibit 1, shall be payable by Tenant to Landlord by monthly
payments, as stated in Exhibit 1, in advance and without demand on the first day
of each month for and in respect of such month. The rent and other charges
reserved and covenanted to be paid under this Lease shall commence on the Rent
Commencement Date as defined in Exhibit 1. Notwithstanding the provisions of the
next preceding sentence, Tenant shall pay the first monthly installment of rent
on the execution of this Lease. If, by reason of any provisions of this Lease,
the rent reserved hereunder shall commence or terminate on any day other than
the first day of a calendar month, the rent for such calendar month shall be
prorated. The rent shall be payable to Landlord or, if Landlord shall so direct
in writing, to Landlord's agent or nominee, in lawful money of the United States
which shall be legal tender for payment of all debts and dues, public and
private, at the time of payment, at the office of the Landlord or such place as
Landlord may designate, and the rent and other charges in all circumstances
shall be payable without any setoff or deduction whatsoever, except as expressly
permitted herein. Rental and any other sums due hereunder not paid on or before
the date due shall bear interest for each month or fraction thereof from the due
date until paid computed at the annual rate of three (3) percentage points over
the so-called prime rate then currently from time to time charged to its most
favored corporate customers by the largest national bank (N.A.) located in the
city in which the Building is located, or at any applicable lesser maximum
legally permissible rate for debts of this nature.

7.       RENTABLE AREA

         7.1   Total Rentable Area of the premises, the Building and the Complex
have, as of the Execution Date, been agreed to be the amounts set forth on
Exhibit 1.

         7.2   Landlord and Tenant acknowledge the Total Rentable Area of the
Premises, the Building and of the other buildings initially in the Complex have
been determined by agreement, and that the figures set forth in Exhibit 1 shall
be conclusive and binding on Landlord and Tenant with regard to the Complex.

8.       SERVICES AND UTILITIES

         Except as set forth in this Article 8, Landlord shall have no
obligation to provide any services to the premises or the Complex. Any and all
disputes arising under this Article 8 shall be subject to arbitration in
accordance with Article 29.5, provided however, that Landlord shall have the
right to perform or take any actions which Landlord is entitled to take under
this Lease and that the only issues which may be

                                       10
<PAGE>

submitted to arbitration are limited solely to Tenant's rent abatement and
whether Tenant is obligated to pay for the cost of the actions so taken by
Landlord.

         8.1   ELECTRIC CURRENT.

               (a) Tenant shall contract with the company supplying electric
current for the purchase and obtaining by Tenant of electric current directly
from such company to be billed directly to, and paid for by, Tenant. Tenant, at
Tenant's cost, shall install an electric meter measuring the electric current
consumed in the premises no later than the Rent Commencement Date. During the
period between the Term Commencement Date -and the time that Tenant installs a
separate meter, Tenant shall, as additional rent, reimburse Landlord for the
cost of electric current consumed in the premises, within thirty (30) days of
billing therefore, from time to time. Such cost shall be determined on the basis
of the actual cost to Landlord of the electric current consumed in the premises,
without mark-up. If, prior to the installation of a separate meter by Tenant,
the meter measuring the electric current premises also serves other premises in
which construction activity or occupancy is occurring, the cost for electric
current measured by such meter shall be allocated based upon the relative floor
areas served by such meter. Landlord shall provide a written accounting to
Tenant of the electric charges billed to Tenant in respect of the period prior
to meter installation.

               (b) As part of Tenant's Work; Tenant, at Tenant's expense, shall
furnish and install in or near the premises any necessary metering equipment
used in connection with measuring Tenant's consumption of electric current and
Tenant, at Tenant's expense, shall maintain and keep in repair such metering
equipment. Tenant shall have the right to use Landlord's Contribution to pay for
the cost of installing any such equipment.

               (c) Landlord shall (i) permit its risers, conduits and feeders to
the extent available, suitable and safely capable, to be used for the purpose of
enabling Tenant to purchase and obtain electric current directly from such
company, and (ii) at Tenant's expense, make such alterations and additions to
the electrical equipment and/or appliances in the Building as such company shall
specify for the purpose of enabling Tenant to purchase and obtain electric
current directly from such company.

               (d) If Tenant shall require electric current for use in the
premises in excess of the electrical capacity at the Premises as set forth in
this Article 8.1(d), and if in Landlord's reasonable judgment, Landlord's
facilities are inadequate for such excess requirements then, Landlord upon
written request and at the sole cost and expense of Tenant, will either (x)
furnish and install such additional wire, conduits, feeders, switchboards and
appurtenances as reasonably may be required to supply such additional
requirements of Tenant if current therefor is or can be available to Landlord,
or (y) grant easements for the benefit of utility companies in connection with
providing additional electric service to the Building the location and terms of
which shall be subject to Landlord's approval, not to be unreasonably withheld,
provided that in each instance the same shall be permitted by applicable laws
and insurance regulations and shall not cause

                                       11
<PAGE>

damage to the Building or the premises or cause or create a dangerous or
hazardous condition or entail excessive or unreasonable alterations or repairs
or interfere with or disturb other tenants or occupants of the Building.
Landlord represents to Tenant that the electrical capacity available at the
Premises as of the Rent Commencement Date is one thousand eight hundred (1800)
amps.

               (e) Subject to Article 8.4, Landlord shall not in any way be
liable or responsible to Tenant for any loss, damage or expense which Tenant may
sustain or incur if the quantity, character, or supply of electrical energy is
changed or is no longer available or suitable for Tenant's requirements.

               (f) Tenant agrees that it will not (i) make any material
alteration or material addition to the electrical equipment and/or appliances in
the premises that could overburden the electrical capacity available at the
premises, or (ii) install any additional wiring, conduits or feeders in either
(x) the common areas or (y) the exterior of the Building, without the prior
written consent of Landlord in each instance first obtained, which consent will
not be unreasonably withheld, and will promptly advise Landlord of any other
alteration or addition to such electrical equipment and/or appliances.

         8.2   UTILITIES. Tenant shall pay for all separately metered utilities,
consumed in the Premises throughout the term of this Lease, including without
limitation, sanitary, water, heat, and air conditioning, whenever the same are
due and payable to any third party provider.

         8.3   REPAIRS. Except as otherwise provided in Articles 18 and 20, and
subject to Tenant's obligations in Article 14, Landlord shall keep and maintain
the roof, exterior walls, structural floor slabs, columns, and other common
facilities and systems of the Building, and the water systems serving the
Building and the Premises, in good condition and repair. Landlord shall also
maintain all common areas of the Complex, including all paved and landscaped
areas, in good condition, and Landlord shall remove any snow and ice from the
paved areas of the Complex as reasonably necessary.

         8.4   INTERRUPTION OR CURTAILMENT OF SERVICES.

         (a)   When necessary by reason of accident or emergency, or for
repairs, alterations, replacements or improvements which in the reasonable
judgment of Landlord are necessary to be made, or of difficulty or inability in
securing supplies or labor, or of strikes, or of any other cause beyond the
reasonable control of Landlord, whether such other cause be similar or
dissimilar to those hereinabove specifically mentioned until said cause has been
removed, Landlord reserves the right to interrupt, curtail, stop or suspend any
utility services provided to the Building and/or premises. Landlord shall
exercise reasonable diligence to eliminate the cause of any such interruption,
curtailment, stoppage or suspension, but, except as expressly provided herein,
there shall be no diminution or abatement of rent or other compensation due from
Landlord to Tenant hereunder, nor shall this Lease be affected or any of the
Tenant's obligations hereunder reduced, and the Landlord shall have no
responsibility or liability for any such

                                       12
<PAGE>

interruption, curtailment, stoppage, or suspension of services or systems.
Landlord shall, except in an emergency or accident, give Tenant reasonable
advance notice of any interruption in Building services.

         (b)   Notwithstanding anything to the contrary in this Lease contained,
if the premises shall lack any service which Landlord is required to provide
hereunder or electric service (thereby rendering the premises or a portion
thereof untenantable) so that, for the Landlord Service Interruption Cure
Period, as hereinafter defined, the continued operation in the ordinary course
of Tenant's business is materially adversely affected and if Tenant ceases to
use the affected portion of the premises during the period of untenantability as
the direct result of such lack of service, then, provided that Tenant ceases to
use the affected portion of the premises during the entirety of the Landlord
Service Interruption Cure Period and that such untenantability and Landlord's
inability to cure such condition is not caused by the fault or neglect of Tenant
or Tenant's agents, employees or contractors, Yearly Rent shall thereafter be
abated in proportion to such untenantability until the day such condition is
completely corrected.

         (c)   For the purposes hereof, the "Landlord Service Interruption Cure
Period" shall be defined as five (5) consecutive business days after Landlord's
receipt of written notice from Tenant of the condition causing untenantability
in the premises, provided however, that the Landlord Service Interruption Cure
Period shall be fifteen (15) consecutive business days after Landlord's receipt
of written notice from Tenant of such condition causing untenantability in the
premises if either the condition was caused by causes beyond Landlord's control
or Landlord is unable to cure such condition as the result of causes beyond
Landlord's control.

         (d)   The provisions of Paragraph (b) of this Article 8.4 shall not
apply in the event of untenantability caused by fire or other casualty, or
taking (see Articles 18 and 20).

         8.5   ENERGY CONSERVATION. Notwithstanding anything to the contrary in
this Article 8 or in this Lease contained, Landlord may institute, and Tenant
shall comply with, such policies, programs and measures as may be necessary,
required, or expedient for the conservation and/or preservation of energy or
energy services, provided however, that Landlord does not, by reason of such
policies, programs and measures, reduce the level of energy or energy services
being provided to the premises below the level of energy or energy services then
being provided in comparably aged industrial buildings with similar uses in the
greater Franklin area, or as may be necessary or required to comply with
applicable codes, rules regulations or standards.

9.       ESCALATION

         9.1   DEFINITIONS. As used in this Article 9, the words and terms which
follow mean and include the following:

                                       13
<PAGE>

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

         (b)   "Tenant's Proportionate Complex Share" shall be the figure as
determined in Exhibit 1.

         (c)   "Tenant's Proportionate Building Share" shall be the figure as
determined in Exhibit 1.

         (d)   "Taxes" shall mean the real estate taxes and other taxes, levies
and assessments imposed upon the Building and the land on which it stands and
upon any personal property of Landlord used in the operation thereof, or
Landlord's interest in the Building or such personal property; governmental
charges, fees and assessments for transit, housing, police, fire or other
governmental services or purported benefits to the Building; service or user
payments in lieu of taxes; and any and all other taxes, levies, betterments,
assessments and charges arising from the ownership, leasing, operating, use or
occupancy of the Building or based upon rentals derived therefrom, which are or
shall be imposed by National, State, Municipal or other authorities. As of the
Execution Date, "Taxes" shall not include any franchise, rental, transfer,
income or profit tax, capital levy or excise, provided, however, that any of the
same and any other tax, excise, fee, levy, charge or assessment, however
described, that may in the future be levied or assessed as a substitute for or
an addition to, in whole or in part, any tax, levy or assessment which would
otherwise constitute "Taxes," whether or not now customary or in the
contemplation of the parties on the Execution Date of this Lease, shall
constitute "Taxes," but only to the extent calculated as if the Building and the
land upon which it stands is the only real estate owned by Landlord. "Taxes"
shall also include expenses of tax abatement or other proceedings contesting
assessments or levies. Notwithstanding anything to the contrary herein
contained, Taxes shall in no event include any voluntary payments made by
Landlord, or any penalties and interest accruing due to Landlord's failure to
pay such Taxes when due (unless resulting from Tenant's late payment).

         (e)   "Tax Period" shall be any fiscal/tax period in respect of which
Taxes are due and payable to the appropriate governmental taxing authority, any
portion of which period occurs during the term of this Lease, the first such
Period being the one in which the Term Commencement Date occurs.

         (f)   "Operating Costs":

               (f1)   Definition of Building Operating Costs. "Building
         Operating Costs" shall mean all costs incurred and expenditures of
         whatever nature made by Landlord in the operation and management, for
         repair and replacements, and maintenance of the Building, as determined
         under generally accepted accounting principles consistently applied
         including, without limitation, vehicular and pedestrian passageways
         related to the Building, related equipment, facilities and
         appurtenances.

                                       14
<PAGE>

               (f2)   Definition of Complex Operating Costs. "Complex Operating
         Costs" shall mean all costs incurred and expenditures made by Landlord
         in the operation and management, repair and replacement, cleaning and
         maintenance of the Complex, as determined under generally accepted
         accounting principles consistently applied (except that the Annual
         Charge-Off with respect to capital expenditures shall be determined in
         accordance with Subparagraph (f5)). Any expenses incurred by Landlord
         that can be allocated on a building-by-building basis shall be so
         allocated in accordance with Subparagraph (f3). To the extent that a
         cost included in Complex Operating Costs is also allocable to property
         other than the Complex, such cost shall be equitably allocated to each
         parcel of property which benefits from such cost.

               (f3)   The allocation of costs and expenditures among the various
         buildings in the Complex shall be on the basis of the ratio of the
         Total Rentable Area of each building in the Complex to the Total
         Rentable Area of the Complex, unless such allocation would result in a
         disproportionate charge based upon the relative usage of the service
         on which such cost is based, in which case such allocation shall be
         based upon such relative usage. Building Operating Costs and Complex
         Operating Costs shall include, without limitation, those categories of
         "Specifically Included Operating Costs", as set forth below, but shall
         not include "Excluded Costs", as hereinafter defined.

               (f4)   Definition of Excluded Costs. "Excluded Costs" shall be
         defined as:

               (i)    Taxes
               (ii)   Repairs or maintenance which are required due to the gross
                      negligence or willful misconduct of the Landlord.
               (iii)  The cost of making any repairs or alterations to the
                      Building andlor the Complex which are required because of
                      the failure of the Building and/or the Complex to comply
                      with applicable laws, by-laws, ordinances, codes, rules,
                      regulations, orders and other lawful requirements of
                      governmental bodies having jurisdiction which are in
                      effect as of the Term Commencement Date.
               (iv)   Expenditures that are, under generally accepted accounting
                      principles consistently applied, of a capital nature,
                      except to the extent permitted pursuant to Article
                      9.l(f5).
               (v)    Depreciation and amortization, except to the extent
                      permitted pursuant to Article 9.l(f5).
               (vi)   Increases in the casualty and liability insurance premium
                      for the Building or the Complex due exclusively to the
                      occupancy of another tenant or occupant in the Building or
                      another part of the Complex or due to any unusual or

                                        15
<PAGE>

                      extraordinary leasehold improvements solely for the
                      benefit of another tenant or occupant in the Building or
                      another part of the Complex (the parties hereby
                      acknowledging that the determination of Landlord's
                      insurance companies as to the reason for any increase in
                      insurance premium charged by such insurance companies
                      shall be conclusive and binding upon the parties).
               (vii)  Any costs incurred to test, survey, clean-up, contain,
                      abate, remove or otherwise remedy Hazardous Materials, as
                      defined in Article 17.6, provided however that the
                      provisions of this paragraph shall not apply to substances
                      or materials: (i) which exist in the Complex as of the
                      Execution Date, which is not considered, as a matter of
                      law, to be a Hazardous Substance, as of the Execution
                      Date, but which is subsequently determined to be a
                      Hazardous Substance as a matter of law; or (ii) which is
                      introduced to the Complex after the Execution Date, which
                      is not considered, as a matter of law, to be a Hazardous
                      Substance as of the time that such substance is introduced
                      to the Complex, but which is subsequently determined to be
                      a Hazardous Substance.
               (viii) Any costs, fees or expenses paid to an affiliate,
                      subsidiary or related company of the Landlord in excess
                      of that which would be paid to competitor contractors,
                      servicemen, vendors or companies at arms length for
                      comparable service of comparable quality to the comparable
                      area.
               (ix)   General overhead, salaries, and other administrative costs
                      of Landlord's home office.
               (x)    Interest on debt or amortization payments on any mortgage
                      or mortgages (except to the extent that such payments are
                      included in the Annual Charge-Off for a capital
                      expenditures that is permitted to be included in Operating
                      Costs, as provided in Article 9.1(f5)), mortgage charges
                      and brokerage commissions.
               (xi)   Repair or other work occasioned by: (i) fire, windstorm or
                      other casualty, except to the extent that such cost is
                      within the deductible carried by Landlord under its
                      casualty insurance (which deductible shall not exceed
                      $25,000), or (ii) the exercise of eminent domain.
               (xii)  Leasing commissions, attorneys' fees, accountants' fees,
                      architects' fees, costs and disbursements and other
                      expenses incurred in connection with negotiations or
                      disputes with the Tenant, other tenants, other occupants,
                      or prospective tenant or occupants or associated with the
                      enforcement of any leases or defenses of the Landlord's
                      title to or interest in the Complex or any part thereof.

                                       16
<PAGE>

               (xiii) Renovating or otherwise improving, decorating, painting or
                      redecorating space for tenants or other occupants of the
                      Building or another part of the Complex.
               (xiv)  Expenses in connection with services or other benefits of
                      a type or to the extent not provided to the Tenant or the
                      Premises but which are provided to another tenant or
                      occupant.
               (xv)   Penalties or damages incurred due to violation by the
                      Landlord or any tenant of the terms and conditions of any
                      lease.
               (xvi)  All items and services for which Tenant or any other
                      tenant or occupant in the Building or another part of the
                      Complex is separately charged, reimburses the Landlord
                      (other than through Operating Cost pass-through provisions
                      similar to Article 9) or pays third persons or for which
                      the Landlord is reimbursed by any other party, including,
                      without limitation, amounts reimbursed under insurance
                      policies and the net amount recovered by the Landlord
                      under any warranties.
               (xvii) Any fines or penalties incurred due to the violations by
                      the Landlord of any governmental rule or authority.
               (xviii)Any costs incurred by the Landlord in the event that the
                      Premises, the Building or the Complex does not comply with
                      governmental rules in effect as of the Term Commencement
                      Date.
               (xix)  Costs of repairs or replacements which are made prior to
                      the third anniversary of the Rent Commencement Date which
                      are required because of defects in workmanship or
                      materials provided by or for Landlord in connection with
                      the initial construction of the Building (including
                      Landlord's Work).
               (xx)   Advertising and promotional expenditures.
               (xxi)  Any compensation paid to clerks, attendants or other
                      persons in commercial concessions operated by Landlord at
                      the Complex.
               (xxii) Payments of fixed or percentage rent under any ground
                      lease.
               (xxiii)Charitable or political contributions.

               (f5)   Capital Expenditures.

                      (i)    CAPITAL EXPENDITURES. If, during the term of this
               Lease, Landlord makes any capital expenditures or acquires a
               capital item, whether new or a replacement of a capital item
               which was worn out, has become obsolete, etc. (collectively
               called "Capital Expenditures"), the total amount of which is not
               properly

                                        17
<PAGE>

               includible in Operating Costs for the Operating Year in which
               they were made, there shall nevertheless be included in such
               Operating Costs and in Operating Costs for each succeeding
               Operating Year the Annual Charge-Off (determined as hereinafter
               provided) of such capital expenditure. Notwithstanding the
               foregoing, with respect to such Capital Expenditure, the Annual
               Charge-Off of such Capital Expenditure, shall be included in
               Operating Costs, only:

                      (1)    if the capital item being acquired is required by a
               change in law after the Rent Commencement Date;

                      (2)    to the extent the capital item is reasonably
               projected to reduce Operating Costs, as and when such reductions
               are reasonably projected to occur; or

                      (3)    in the case of a replacement, the Annual
               Charge-Off, (less insurance proceeds, if any, collected by
               Landlord by reason of damage to, or destruction of the capital
               item being replaced) exceeds the Annual Charge-Off of the capital
               expenditure for the item being replaced.

                      (ii)   ANNUAL CHARGE-OFF. "Annual Charge-Off" shall be
               defined as the annual amount of principal and interest payments
               which would be required to repay a loan ("Capital Loan") in equal
               monthly installments of principal and interest over the Useful
               Life, as hereinafter defined, of the capital item in question on
               a direct reduction basis at an annual interest rate equal to the
               Capital Interest Rate, as hereinafter defined, where the initial
               principal balance is the cost of the capital item in question.

                      (iii)  USEFUL LIFE. "Useful Life" shall be reasonably
               determined by Landlord in accordance with generally accepted
               accounting principles and practices in effect at the time of
               acquisition of the capital item.

                      (iv)   CAPITAL INTEREST RATE. "Capital Interest Rate"
               shall be defined as an annual rate of either one percentage point
               over the AA Bond rate (Standard & Poor's corporate composite or,
               if unavailable, its equivalent) as reported in the financial
               press at the time the capital expenditure is made or, if the
               capital item is acquired through third-party financing, then the
               actual (including fluctuating) rate paid by Landlord in financing
               the acquisition of such capital item.

                                        18
<PAGE>

               (f6)   Specifically Included Categories of Operating Costs.
         Subject to the Excluded Costs definition, the qualifications on
         reimbursable Building Operating Costs and Complex Operating Costs set
         forth in Articles 9.1(f1), 9.1(f2) and 9.1(f3), and except as otherwise
         expressly excluded from the definition of Building Operating Costs and
         Complex Operating Costs pursuant to the provisions of this Lease,
         Building Operating Costs and Complex Operating Costs shall include,
         but not be limited to, the following, provided that if such costs are
         attributable to the Building and to other buildings in the Complex,
         then such costs shall be equitably apportioned among the Building and
         such other buildings in accordance with Article 9.1(f3), and if such
         costs are attributable to common areas of the Complex and to other
         property which is not part of the Complex, then such costs shall be
         equitably apportioned among the Complex and such other property.

                      Taxes (other than real estate taxes): Sales, Federal
         Social Security, Unemployment and Old Age Taxes and contributions and
         State Unemployment taxes and contributions accruing to and paid by the
         Landlord on account of all employees of Landlord and/or Landlord's
         managing agent, whose salaries are included in Operating Costs
         hereunder, but only to that extent. Taxes levied upon the net income of
         the Landlord and taxes withheld from employees, and "Taxes" as defined
         in Article 9.1(d) shall not be included herein.

                      Wages: Wages and cost of all employee benefits of all
         employees of the Landlord and/or Landlord's managing agent who are
         employed in, about or on account of the Building or the Complex,
         provided that wages and costs for employees who also work on other
         properties shall be allocated to the Complex based upon the proportion
         of their time spent working on the Complex and then allocated to the
         Premises or a square foot basis.

                      Management Fees not exceeding three and one-half (3 1/2%)
         of the gross income of the Complex during any Operating Year.

                      Cleaning, Snow and Ice Removal, and Landscaping: The cost
         of labor and materials for cleaning and maintaining the paved areas of
         the Complex, for maintaining any landscaping in the Complex, and for
         removing snow and ice from the paved areas and roofs of the Complex.

                      Electricity: The cost of all electric current for the
         operation of any machine, appliance or device used for the operation of
         the common areas of the Building and/or Complex, but not including
         electric current which is paid for directly to the utility by the
         user/tenant in the premises and/or Complex.

                                       19
<PAGE>

                      Insurance, etc.: Fire, casualty, liability, rent loss and
         such other insurance as may from time to time be required by lending
         institutions on comparable first-class complexes in the Market Area, as
         defined in Paragraph 3 of the Rider to the Lease, and all other
         expenses customarily incurred in connection with the operation and
         maintenance of comparable first-class industrial complexes in the City
         or Town wherein the Building is located including, without limitation,
         insurance deductible amounts.

         9.2   TENANT'S TAXES.

               (a) IN GENERAL. Tenant shall pay to Landlord, as additional rent,
Tenant's Proportionate Complex Share of Taxes incurred with respect to each Tax
Period (referred to herein as "Tenant's Taxes"). Tenant's Taxes shall be due on
the later to occur of (i) thirty (30) days after receipt of a bill from
Landlord, or (ii) the date that is fifteen (15) days prior to the date interest
or penalty would accrue to the assessing authority for nonpayment. In
implementation and not in limitation of the foregoing, Tenant shall, commencing
as of the Rent Commencement Date, remit to Landlord pro rata monthly
installments on account of reasonably projected (as such projection may be
changed from time to time by Landlord), Tenant's Taxes for Taxes due in the
succeeding Tax Period as reasonably projected by Landlord on the basis of the
most recent data available, including notices of proposed assessment. If the
total of such monthly remittances on account of any Tax Period is greater than
the actual Tenant's Taxes for such Tax Period, Tenant may credit the difference
against the next installment of rent or other charges due to Landlord hereunder.
If the total of such remittance is less than the actual Tenant's Taxes for such
Tax Period, Tenant shall pay the difference to Landlord within thirty (30) days
of the date Tenant is billed therefor.

               (b) EFFECT OF ABATEMENTS. Appropriate credit shall be given for
any refund obtained by reason of a reduction in any Taxes by the Assessors or
the administrative, judicial or other governmental agency responsible therefor.
The original computations, as well as reimbursement or payments of additional
charges, if any, or allowances, if any, under the provisions of this Article 9.2
shall be based on the original assessed valuations with adjustments to be made
at a later date when the tax refund, if any, shall be paid to Landlord by the
taxing authorities. Expenditures for legal fees and for other similar or
dissimilar expenses incurred in obtaining the tax refund may be charged against
the tax refund before the adjustments are made for the Tax Period.

               (c) EFFECT OF ASSESSMENT. Tenant shall not be responsible for any
increase in Taxes which may result from or be attributable to any alteration,
addition or improvement to the Complex in excess of the level of improvements
reflected in the Premises as of the Term Commencement Date which is made by or
for the account of a tenant of the Complex other than Tenant, but only as and to
the extent that it is reasonably determinable from the records of the assessing
authority that such increase in Taxes is based solely upon such alteration,
addition or improvement. Without limiting the foregoing, for any Tax Period in
which the assessing authority determines the

                                       20
<PAGE>

assessed value of the Building and the land based upon an income approach, then
the immediately preceding sentence shall not apply.

         9.3   TENANT'S OPERATING EXPENSES.

               (a) In General. Tenant shall pay to Landlord, as additional rent,
Tenant's Proportionate Building Share of Building Operating Costs incurred by
Landlord in respect of any Operating Year and Tenant's Proportionate Complex
Share of Complex Operating Costs incurred by Landlord in respect of any
Operating Year, during the term of this Lease. The amounts payable by Tenant
pursuant to this Article 9.2 are collectively referred to herein as "Tenant's
Operating Expenses". Tenant's Operating Expenses shall be due within thirty (30)
days after receipt of an invoice from Landlord. In implementation and not in
limitation of the foregoing, Tenant shall, commencing as of the Rent
Commencement Date, remit to Landlord pro rata monthly installments on account of
projected Tenant's Operating Expenses, calculated by Landlord on the basis of
the most recent Operating Cost data or budget available. Landlord shall, within
one hundred twenty (120) days after the end of each Operating Year, deliver to
Tenant a reasonably detailed line-item statement ("Operating Year End
Statement") of the actual amount of Operating Costs for such Operating Year. If
the total of such monthly remittances on account of any Operating Year is
greater than the actual Tenant's Operating Expenses for such Operating Year,
Tenant may credit the difference against the next installment of rent or other
charges due to Landlord hereunder. If the total of such remittances is less than
actual Tenant's Operating Expenses for such Operating Year, Tenant shall pay the
difference to Landlord when billed therefor. Landlord shall (or shall cause its
managing agent to) maintain its books relating to Operating Expenses and retain
all receipts, paid invoices and other supporting documentation reasonably
necessary to evidence Operating Expenses for at least three (3) years after the
expiration of the Operating Year in question.

               (b) TENANT'S AUDIT RIGHTS. Subject to the provisions of this
paragraph, Tenant shall have the right, at Tenant's cost and expense, to examine
all documentation and calculations prepared in the determination of Operating
Expenses:

                   (1) Such documentation and calculation shall be made
         available to Tenant at the offices where Landlord keeps such records
         during normal business hours within a reasonable time after Landlord
         receives a written request from Tenant to make such examination.

                   (2) Tenant shall have the right to make such examination no
         more than once in respect of any period in which Landlord has given
         Tenant an Operating Year End Statement.

                   (3) Any request for examination in respect of any Operating
         Year may be made and completed no more than one hundred twenty (120)
         days after Landlord has given Tenant an Operating Year End Statement
         for such Operating Year, provided however, if such examination results
         in a determination

                                       21
<PAGE>

         that Tenant was overcharged with respect to an Operating Year, then
         Tenant shall have the right to review Landlord's books as to the
         erroneous items for the two (2) Operating Years immediately prior to
         the Operating Year in question, and if such examination results in a
         determination that Landlord committed a fraud with respect to an
         Operating Year then Tenant shall have the right to review Landlord's
         books for the three (3) Operating Years immediately prior to the
         Operating Year in question. If Tenant fails to submit to Landlord in
         writing any objections to Operating Costs with respect to any Operating
         Year within the foregoing time limits, Tenant shall be conclusively
         deemed to have accepted the amounts billed by Landlord to Tenant on
         account of such Operating Year.

                   (4) Such examination may be made first by Tenant and any
         employees of Tenant, and then, at Tenant's election, by an independent
         firm, provided that in no event shall the compensation payable by
         Tenant to such firm be on the basis of a contingent fee.

                   (5) As a condition to performing any such examination, Tenant
         and its examiners shall be required to execute and deliver to Landlord
         a confidentiality agreement in form reasonably acceptable to Landlord,
         agreeing to keep confidential any information which it discovers about
         Landlord or the Complex in connection with such examination, except as
         disclosure may be required by law.

         9.4   PART YEARS. If the Rent Commencement Date or the Termination Date
occurs on a day other than the first day of an Operating Year or Tax Period,
Tenant shall be liable for only that portion of the Operating Expense or Taxes,
as the case may be, in respect of such Operating Year or Tax Period represented
by a fraction the numerator of which is the number of days of the herein term
which falls within the Operating Year or Tax Period and the denominator of which
is three hundred sixty-five (365), or the number of days in said Tax Period, as
the case may be.

         9.5   EFFECT OF TAKING. In the event of any taking of the Building or
the land upon which it stands under circumstances whereby this Lease shall not
terminate under the provisions of Article 20 then, Tenant's Proportionate
Complex Share and Tenant's Proportionate Building Share shall be adjusted
appropriately to reflect the proportion of the premises and/or the Building
remaining after such taking.

         9.6   SURVIVAL. Any obligations under this Article 9 which shall not
have been paid at the expiration or sooner termination of the term of this Lease
shall survive such expiration and shall be paid when and as the amount of same
shall be determined to be due.

10.      CHANGES OR ALTERATIONS BY LANDLORD

         Landlord reserves the right, exercisable by itself or its nominee, at
any time and from time to time without the same constituting an actual or
constructive eviction and

                                       22
<PAGE>

without incurring any liability to Tenant therefor or otherwise affecting
Tenant's obligations under this Lease, to make such changes, alterations,
additions, improvements, repairs or replacements in or to the Building
(including the premises) and the fixtures and equipment thereof, as well as in
or to the street entrances, halls, passages, elevators, escalators, and
stairways thereof, as it may deem necessary or desirable, and to change the
arrangement and/or location of entrances or passageways, doors and doorways, and
corridors, elevators, stairs, toilets, or other public parts of the Building, or
the Complex (including, without limitation, any driveways, sidewalks, parking
areas, and other paved areas of the Complex) provided, however, that there be no
material interference with Tenant's right of access to, or with Tenant's use and
enjoyment of, the premises or (unless required by applicable law or taking)
Tenant's appurtenant rights, including, without limitation, Tenant's Parking
Rights. Notwithstanding the foregoing, Landlord shall not make any alteration,
addition or improvement within the Premises that is not above the ceiling,
behind the walls or below the floor unless either (i) Landlord obtains Tenant's
prior written consent, which consent shall not be unreasonably withheld, or (ii)
such work is required by law. Furthermore, in performing any such repair or
alteration work, Landlord shall make reasonable efforts to minimize any
interference with Tenant's use and enjoyment of the Premises, which shall
include, at a minimum, all reasonable efforts to avoid disruption to any
utilities serving the Premises or interference with any other Building systems,
and if, despite such reasonable efforts, any utility or other building system
must be shut-down for any period of time, Landlord shall make reasonable efforts
to provide Tenant with at least one (1) week prior written notice of such
shut-down, except in an emergency. Nothing contained in this Article 10 shall be
deemed to relieve Tenant of any duty, obligation or liability of Tenant with
respect to making any repair, replacement or improvement or complying with any
law, order or requirement of any governmental or other authority. Landlord
reserves the right to adopt and at any time and from time to time to change the
name or address of the Building and the Complex. Neither this Lease nor any use
by Tenant shall give Tenant any right or easement for the use of any door or any
passage or any concourse connecting with any other building or to any public
convenience, and the use of such doors, passages and concourses and of such
conveniences may be regulated or discontinued at any time and from time to time
by Landlord without notice to Tenant and without affecting the obligation of
Tenant hereunder or incurring any liability to Tenant therefor, provided,
however, that there be no material interference with Tenant's right of access
to, or with the use of the premises or Tenant's appurtenant rights (including,
without limitation, Tenant's Parking Rights).

11.      FIXTURES, EQUIPMENT AND IMPROVEMENTS--REMOVAL BY TENANT

         Except as provided for in this Article 11 and in Article 12, all
fixtures, equipment, improvements and appurtenances attached to or built into
the premises prior to or during the term, whether by Landlord at its expense or
at the expense of Tenant (either or both) or by Tenant shall be and remain part
of the premises and shall not be removed by Tenant during or at the end of the
term unless Landlord otherwise elects to require Tenant to remove such fixtures,
equipment, improvements and appurtenances, in accordance with

                                       23
<PAGE>

Articles 12 and/or 22 of the Lease. All electric, telephone, telegraph,
communication, radio, plumbing, heating and sprinkling systems, fixtures and
outlets, vaults, paneling, molding, shelving, radiator enclosures, cork, rubber,
linoleum and composition floors, ventilating, silencing, air conditioning and
cooling equipment, shall be deemed to be included in such fixtures, equipment,
improvements and appurtenances, whether or not attached to or built into the
premises. All removable electric fixtures, carpets, drinking or tap water
facilities, or furniture, or trade fixtures or business equipment, the Other
Removable Property, as hereinafter defined (collectively, "Tenant's Trade
Fixtures"), and Tenant's inventory and stock in trade shall not be deemed to be
included in such fixtures, equipment, improvements and appurtenances and will be
removed by Tenant; however, the cost of repairing any damage to the premises or
the Building arising from installation or such removal of any of the foregoing
shall be paid by Tenant. For the purposes hereof, the "Other Removable Property"
shall be defined as those items which Tenant identifies in writing at the time
Tenant submits plans to Landlord, provided that Landlord approves such items.
Such approval shall not be unreasonably withheld. In no event shall any air
conditioning, heating or ventilating equipment serving the premises be deemed to
be Other Removable Property.

12.      ALTERATIONS AND IMPROVEMENTS BY TENANT

         (a)   Tenant shall make no alterations, decorations, installations,
removals (other than Tenant's Trade Fixtures, which Tenant has the right to
remove pursuant to Article 11), additions or improvements in or to the premises
without Landlord's prior written consent and then only those made by contractors
or mechanics approved by Landlord. Except for installation of conduit and wiring
to serve Tenant's telecommunications needs (which may be only if Tenant has
obtained Landlord's prior written consent), and except in connection with the
initial Tenant Work described on Exhibit 4-I, Tenant shall have no right to make
alterations, installations or removals outside of the premises. No installations
or work shall be undertaken or begun by Tenant until: (i) Landlord has approved
written plans and specifications and a time schedule for such work; (ii) Tenant
has made provision for either written waivers of liens from all contractors,
laborers and suppliers of materials for such installations or work, the filing
of lien bonds on behalf of such contractors, laborers and suppliers, or other
appropriate protective measures approved by Landlord; and (iii) with respect to
the Required Tenant Work and any future installations or work, the cost of which
exceeds $250,000.00, Tenant has procured appropriate surety payment and
performance bonds. Notwithstanding the foregoing, the provisions of clause (iii)
of this Article 12 shall not apply if the aggregate net worth of the entity
holding Tenant's interest and of any and all other parties responsible for all
of the obligations and liabilities of Tenant hereunder (collectively
"Responsible Parties") as of the time of the installation or work (as evidenced
by financial statements, in form reasonably acceptable to Landlord and prepared
and certified by an independent certified public account reasonably acceptable
to Landlord) is at least One Hundred Million and 00/100 ($100,000,000) Dollars.
Initially, the only Responsible Parties are Tenant and the Guarantor, SMTC
Corporation. No amendments or additions to such plans and specifications shall
be made without the prior written consent of Landlord.

                                       24
<PAGE>

         (b)   Landlords consent and approval required under this Article 12
shall not be unreasonably withheld. Landlord's approval is solely given for the
benefit of Landlord and neither Tenant nor any third party shall have the right
to rely upon Landlord's approval of Tenant's plans for any purpose whatsoever.
Without limiting the foregoing, Tenant shall be responsible for all elements of
the design of Tenant's plans (including, without limitation, compliance with
law, functionality of design, the structural integrity of the design, the
configuration of the premises and the placement of Tenant's furniture,
appliances and equipment), and Landlord's approval of Tenant's plans shall in no
event relieve Tenant of the responsibility for such design. Landlord shall have
no liability or responsibility for any claim, injury or damage alleged to have
been caused by the particular materials, whether building standard or
non-building standard, appliances or equipment selected by Tenant in connection
with any work performed by or on behalf of Tenant in the premises including,
without limitation, furniture, carpeting, copiers, laser printers, computers and
refrigerators. Any such work, alterations, decorations, installations, removals,
additions and improvements shall be done at Tenant's sole expense and at such
times and in such manner as Landlord may from time to time designate.

         (c)   If Tenant shall make any alterations, decorations, installations,
removals, additions or improvements other than the Required Tenant Work
(collectively "Alterations") then Landlord may elect to require the Tenant at
the expiration or sooner termination of the term of this Lease to remove the
Alterations and return the Premises in the condition required pursuant to
Article 22 of the lease. Landlord shall, if so requested by Tenant at the time
that Tenant requests that Landlord gives its approval to any such Alterations,
or at the time that Tenant gives written notice to Landlord of such Alterations,
make such election.

         (d)   Tenant shall pay, as an additional charge, the entire increase in
real estate taxes on the Building which shall, at any time prior to or after the
Term Commencement Date, result from or be attributable to any alteration,
addition or improvement to the Premises made by or for the account of Tenant,
but only as and to the extent it is reasonably determinable from the records of
the assessing authority that such increase in Taxes is based solely upon such
alteration, addition, or improvement.

         (e)   Notwithstanding anything to the contrary herein contained, Tenant
shall have the right, without obtaining Landlord's consent, to make interior
nonstructural decorations, alterations, additions, or improvements ("Permitted
Alterations"), provided however, that:

               (i)    Tenant shall give prior written notice to Landlord of such
decorations, alterations, additions or improvements;

               (ii)   Tenant shall submit to Landlord plans for such
decorations, alterations, additions, or improvements if Tenant utilizes plans
for such decorations, alterations, additions or improvements; and

                                       25
<PAGE>

               (iii)  such decorations, alterations, additions or improvement
shall not materially, adversely affect any of the Building's systems.

         Tenant may an engage a contractor to perform Permitted Alterations
without obtaining Landlord's consent.

         (f)   Any disputes arising under this Article 12 shall be submitted to
arbitration in accordance with Article 29.5 of the Lease.

         (g)   Notwithstanding any term or provision herein to the contrary,
during the Term of this Lease, any improvements or alterations made by Tenant to
the premises, excluding any Required Tenant Work (and any equipment substituted
by Tenant in place of the Required Tenant Work) shall be deemed owned by Tenant.
Landlord and Tenant acknowledge and agree that Tenant has a substantial economic
interest in such improvements and alterations, and, Tenant shall, during the
term of this Lease, have the exclusive insurable interest in such property.

13.      TENANT'S CONTRACTORS--MECHANICS' AND OTHER LIENS--STANDARD OF TENANT'S
         PERFORMANCE-COMPLIANCE WITH LAWS

         Whenever Tenant shall make any alterations, decorations, installations,
removals, additions or improvements in or to the premises--whether such work be
done prior to or after the Term Commencement Date--Tenant will strictly observe
the following covenants and agreements:

         (a)   Tenant agrees that it will not, either directly or indirectly,
use any contractors andlor materials if their use will create any difficulty,
whether in the nature of a labor dispute or otherwise, with other contractors
and/or labor engaged by Tenant or Landlord or others in the construction,
maintenance and/or operation of the Building or any part thereof. -

         (b)   In no event shall any material or equipment be incorporated in or
added to the premises, so as to become a fixture or otherwise a part of the
Building, in connection with any such alteration, decoration, installation,
addition or improvement which is subject to any lien, charge, mortgage or other
encumbrance of any kind whatsoever or is subject to any security interest or any
form of title retention agreement. Notwithstanding the foregoing, Tenant shall
have the right to grant security interests or lease Tenant's Trade Fixtures and
access agreements for the benefit of such lessor or secured party and Landlord
shall, upon written request of Tenant, execute waivers of its interest in
Tenant's Trade Fixtures in forms reasonably acceptable to Landlord, provided
that such lessor or secured party agrees:

                   1.  That it will repair any damage to the Building or the
         premises caused by the installation or removal of any such equipment or
         personal property;

                                       26
<PAGE>

                   2.  That it will give Landlord not less than five (5) days
         advance written notice prior to making any entry into the premises;

                   3.  That it will not hold any auction or foreclosure sale on
         the premises; and

                   4.  That it will have the right to remove such equipment or
         property not later than the date that the term of this Lease expires or
         the date that is thirty (30) days after any earlier termination of the
         term of this Lease.

No installations or work shall be undertaken or begun by Tenant until (i) Tenant
has made provision for written waiver of liens from all contractors, laborers
and suppliers of materials for such installations or work, and taken other
appropriate protective measures approved by Landlord; and (ii) with respect to
the Required Tenant Work and any future installations or work, the cost of which
exceeds $250,000.00, Tenant has procured appropriate surety payment and
performance bonds which shall name Landlord as an additional obligee and has
filed lien bond(s) (in jurisdictions where available) on behalf of such
contractors, laborers and suppliers. Notwithstanding the foregoing, the
provisions of clause (ii) of this Article 13 shall not apply if the aggregate
net worth of the entity holding Tenant's interest and all other Responsible
Parties, as of the time of the installation or work (as evidenced by financial
statements, in form reasonably acceptable to Landlord, and prepared and
certified by an independent certified public account reasonably acceptable to
Landlord) is at least One Hundred Million and 00/100 ($100,000,000) Dollars. Any
mechanic's lien filed against the premises or the Building for work claimed to
have been done for, or materials claimed to have been furnished to, Tenant shall
be discharged by Tenant within ten (10) days thereafter, at Tenant's expense by
filing the bond required by law or otherwise. If Tenant fails so to discharge
any lien, Landlord may do so at Tenant's expense and Tenant shall reimburse
Landlord for any expense or cost incurred by Landlord in so doing within fifteen
(15) days after rendition of a bill therefor.

         (c)   All installations or work done by Tenant shall be at its own
expense and shall at all times comply with (i) laws, rules, orders and
regulations of governmental authorities having jurisdiction thereof (ii) orders,
rules and regulations of any Board of Fire Underwriters, or any other body
hereafter constituted exercising similar functions, and governing insurance
rating bureaus; and (iii) Rules and Regulations of Landlord.

         (d)   Tenant shall procure all necessary permits before undertaking any
work in the premises; do all of such work in a good and workmanlike manner,
employing materials of good quality and complying with all governmental
requirements; and, subject to the terms of Article 19, defend, save harmless,
exonerate and indemnify Landlord from all injury, loss or damage to any person
or property occasioned by or growing out of such work. Tenant shall cause
contractors employed by Tenant to carry Worker's Compensation Insurance in
accordance with statutory requirements,

                                       27
<PAGE>

Automobile Liability Insurance and, naming Landlord as an additional insured,
Commercial General Liability Insurance covering such contractors on or about the
premises in the amounts stated in Article 15 hereof or in such other reasonable
amounts as Landlord shall require and to submit certificates evidencing such
coverage to Landlord prior to the commencement of such work.

14.      REPAIRS BY TENANT-FLOOR LOAD

         14.1  REPAIRS BY TENANT.

         (a)   From and after the Rent Commencement Date throughout the term of
this Lease, Tenant shall keep all and singular the interior of the premises, as
well as any installations by Tenant which are not within the interior of the
premises, neat and clean and in such repair, order and condition as the same are
in on the Rent Commencement Date or may be put in during the term hereof,
reasonable use and wearing thereof, damage by fire or by other casualty, repairs
and replacements that are Landlord's responsibility hereunder, and damage caused
by the negligence or willful misconduct of Landlord or those for whom Landlord
is legally responsible, excepted. Tenant shall be solely responsible for the
proper maintenance of all equipment and appliances operated by Tenant. Subject
to Articles 18 and 19 of this Lease, Tenant shall make, as and when needed as a
result of misuse by, or neglect or improper conduct of, Tenant or Tenant's,
servants, employees, agents, contractors, invitees, or licensees or otherwise,
all repairs in and about the premises necessary to preserve them in such repair,
order and condition, which repairs shall be in quality and class equal to the
original work; provided, however that Tenant shall not be obligated to make such
repairs if the damage is covered by the terms of Article 19.

         (b)   Subject to the terms of Articles 18 and 19, Tenant's maintenance
and repair obligations shall include, without limitation, repairing,
maintaining, and making replacements to items such as the following, but only to
the extent the same are located within or exclusively serving the premises:
floors (other than structural floors); walls (other than the exterior face or
service corridor walls); ceiling; utility meters; pipes and conduits; fixtures;
any loading dock servicing the premises (including any mechanical system
pertinent to the drainage thereof); electrical, heating, ventilating and
air-conditioning equipment and systems (whether such electrical, heating,
ventilating and air-conditioning equipment and systems are located inside the
premises or on the roof of the Building) which are installed by Tenant or which
exclusively serve the premises; sprinkler equipment and other equipment within
the premises; security grilles or similar enclosures; locks and closing devices;
window sashes, casements and frames; glass; all installations made by Tenant
pursuant to Articles 12 and 13, and doors and door frames.

         (c)   Notwithstanding anything to the contrary herein contained, Tenant
shall not be obligated to repair any damage to the premises due to (i) a failure
of Landlord to perform its obligations pursuant to Article 8 of this Lease, or
(ii) the negligence or willful misconduct of Landlord or those for whom Landlord
is legally responsible.

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<PAGE>

         (d)   Throughout the term of this Lease, and without limiting any of
the other provisions of this Article 14.1, Tenant shall enter into a maintenance
contract approved by Landlord with a service provider approved by landlord for
the maintenance and repair of the HVAC system servicing the premises. Landlord
agrees that it will not unreasonably withhold or delay such approval.

         14.2  FLOOR LOAD--HEAVY MACHINERY. Tenant shall not place a load upon
any floor of the premises exceeding the floor load per square foot of area which
such floor was designed to carry and which is allowed by law. Landlord reserves
the right, on a reasonable basis, to prescribe the weight of all business
machines and mechanical equipment, including safes, which shall be placed so as
to distribute the weight. Business machines and mechanical equipment shall be
placed and maintained by Tenant at Tenant's expense in settings sufficient in
Landlord's reasonable judgment to absorb and prevent vibration, noise and
annoyance. Tenant shall not move any safe, heavy machinery, heavy equipment,
freight, bulky matter, or fixtures into or out of the Building without
Landlord's prior written consent, which consent shall not be unreasonably
withheld. If such safe, machinery, equipment, freight, bulky matter or fixtures
requires special handling, Tenant agrees to employ only persons holding a Master
Rigger's License to do said work, and that all work in connection therewith
shall comply with applicable laws and regulations. Any such moving shall be at
the sole risk and hazard of Tenant and Tenant will defend, indemnify and save
Landlord harmless against and from any liability, loss, injury, claim or suit
for personal injury, and subject to Article 19, damage to property resulting
from such moving. Proper placement of all such business machines, etc., in the
premises shall be Tenant's responsibility. Landlord hereby represents that the
floors of the premises are designed to carry a floor load of 4,000 pounds per
square inch.

15.      INSURANCE, INDEMNIFICATION, EXONERATION AND EXCULPATION

         15.1  GENERAL LIABILITY INSURANCE. Tenant shall procure, and keep in
force and pay for Commercial General Liability Insurance insuring Tenant on an
occurrence basis against all claims and demands for personal injury liability
(including, without limitation, bodily injury, sickness, disease, and death) or
damage to property which may be claimed to have occurred from and after the time
Tenant and/or its contractors enter the premises in accordance with Article 4 of
this Lease, of not less than Two Million ($2,000,000) Dollars in the event of
personal injury to any number of persons or damage to property, arising out of
any one occurrence, and from time to time thereafter shall be not less than such
higher amounts, if procurable, as may be reasonably required by Landlord and are
customarily carried by responsible similar tenants in the City or Town wherein
the Building is located. Landlord agrees it shall exercise its right to increase
Tenant's insurance limits no more often than one time every three years. Tenant
may maintain the insurance required under this Article 15.1 pursuant to a
blanket policy.

         15.2  CERTIFICATES OF INSURANCE. Such insurance shall be effected with
insurers approved by Landlord, authorized to do business in the State wherein
the Building is

                                       29
<PAGE>

situated under valid and enforceable policies wherein Tenant names Landlord and
Landlord's managing agent as additional insureds. Such insurance shall provide
that it shall not be canceled or modified without at least thirty (30) days'
prior written notice to each insured named therein. On or before the time Tenant
and/or its contractors enter the premises in accordance with Articles 4 and 14
of this Lease and thereafter not less than fifteen (15) days prior to the
expiration date of each expiring policy, certificates of the policies provided
for in Article 15.1 setting forth in full the provisions thereof and issued by
such insurers together with evidence satisfactory to Landlord of the payment of
all premiums for such policies, shall be delivered by Tenant to Landlord and
certificates as aforesaid of such policies shall upon request of Landlord, be
delivered by Tenant to the holder of any mortgage affecting the premises.

         15.3  GENERAL. Subject to Article 19, Tenant will save Landlord, its
agents and employees, harmless and will exonerate, defend and indemnify
Landlord, its agents and employees, from and against any and all claims,
liabilities or penalties asserted by or on behalf of any person, firm,
corporation or public authority arising from any of the following, provided that
in each case Tenant has received prompt notice of any claim, and a reasonable
opportunity to participate in the defense and settlement of any such claim:

         (a)   On account of or based upon any injury to person, or loss of or
damage to property, sustained or occurring on the premises on or after the Rent
Commencement Date on account of or based upon the act, omission, fault,
negligence or misconduct of any person whomsoever (except to the extent the same
is caused by the negligence or willful misconduct of Landlord, or Landlord's
agents, contractors or employees);

         (b)   On account of or based upon any injury to person, or loss of or
damage to property, sustained or occurring elsewhere (other than on the
premises) in or about the Building or the Complex (and, in particular, without
limiting the generality of the foregoing, on or about the elevators, stairways,
public corridors, sidewalks, concourses, arcades, malls, galleries, vehicular
tunnels, approaches, areaways, roof, or other appurtenances and facilities used
in connection with the Complex, the Building or the premises) caused by the use
or occupancy of the Building or premises by the Tenant, or by any person
claiming by, through or under Tenant, or on account of or based upon the
negligence or willful misconduct of Tenant, its agents, employees or
contractors; and

         (c)   On account of or based upon (including monies due on account of)
any breach by Tenant of its obligations under the last two sentences of Article
13(b).

         (d)   Tenant's obligations under clauses (a) and (b) of this Article
15.3 shall be insured either under the Commercial General Liability Insurance
required under Article 15.1, above, or by a contractual insurance rider or other
coverage; and certificates of insurance in respect thereof shall be provided by
Tenant to Landlord upon request.

         15.4  PROPERTY OF TENANT.

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<PAGE>

         (a)   In addition to and not in limitation of the foregoing, Tenant
covenants and agrees that, to the maximum extent permitted by law, all
merchandise, furniture, fixtures and property of every kind, nature and
description related or arising out of Tenant's leasehold estate hereunder, which
may be in or upon the premises or Building, in the public corridors, or on the
sidewalks, areaways and approaches adjacent thereto, shall be at the sole risk
and hazard of Tenant, and that if the whole or any part thereof shall be
damaged, destroyed, stolen or removed from any cause or reason whatsoever no
part of said damage or loss shall be charged to, or borne by, Landlord; unless,
subject to Article 19 hereof, such damage or loss is due to the negligence or
willful misconduct of Landlord or Landlord's agents, employees, or contractors,
in which case Landlord shall bear such loss or damage.

         (b)   Notwithstanding any terms or provision herein to the contrary,
neither Landlord nor any mortgagee or ground lessor of Landlord, shall have any
interest in the proceeds of insurance relating to Tenant Work.

         15.5  BURSTING OF PIPES, ETC. Landlord shall not be liable for any
injury or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, air contaminants or emissions, electricity, electrical or
electronic emanations or disturbance, water, rain or snow or leaks from any part
of the Building or from the pipes, appliances, equipment or plumbing works or
from the roof, street or sub-surface or from any other place or caused by
dampness, vandalism, malicious mischief or by any other cause of whatever
nature, unless caused by or due to the negligence or willful misconduct of
Landlord, or its agents, servants or employees, and then only after (i) notice
to Landlord of the condition claimed to constitute negligence and (ii) the
expiration of a reasonable time after such notice has been received by Landlord
without Landlord having taken all reasonable and practicable .means to cure or
correct such condition; and pending such cure or correction by Landlord, Tenant
shall take all reasonably prudent temporary measures and safeguards to prevent
any injury, loss or damage to persons or property. In no event shall Landlord be
liable for any loss, the risk of which is covered by Tenant's insurance or is
required to be so covered by this Lease; nor shall Landlord or its agents be
liable for any such damage caused by other tenants or persons in the Building or
caused by operations in construction of any private, public, or quasi-public
work; nor shall Landlord be liable for any latent defect in the premises or in
the Building; except as expressly provided herein.

         15.6  REPAIRS AND ALTERATIONS - NO DIMINUTION OF RENTAL VALUE.

         (a)   Except as otherwise expressly provided in this Lease, there shall
be no allowance to Tenant for diminution of rental value and no liability on the
part of Landlord by reason of inconvenience, annoyance or injury to Tenant
arising from any repairs, alterations, additions, replacements or improvements
made by Landlord, or any related work, Tenant or others in or to any portion of
the Building or premises or any property adjoining the Building, or in or to
fixtures, appurtenances, or equipment thereof, or for failure of Landlord or
others to make any repairs, alterations, additions or

                                       31
<PAGE>

improvements in or to any portion of the Building, or of the premises, or in or
to the fixtures, appurtenances or equipment thereof.

         (b)   Notwithstanding anything to the contrary in this Lease contained,
if due to any such repairs, alterations, replacements, or improvements made by
Landlord or if due to Landlord's failure to make any repairs, alterations, or
improvements required to be made by Landlord, any portion of the premises
becomes untenantable so that for the Premises Untenantability Cure Period, as
hereinafter defined, the continued operation in the ordinary course of Tenant's
business is materially adversely affected, then, provided that Tenant ceases to
use the affected portion of the premises during the entirety of the Premises
Untenantability Cure Period by reason of such untenantability, and that such
untenantability and Landlord's inability to cure such condition is not caused by
the fault or neglect of Tenant or Tenant's agents, employees or contractors,
Yearly Rent, Operating Expense Excess and Tax Excess shall thereafter be abated
in proportion to such untenantability until the day such condition is completely
corrected.

         (c)   For the purposes hereof, the "Premises Untenantability Cure
Period" shall be defined as five (5) consecutive business days after Landlord's
receipt of written notice from Tenant of the condition causing untenantability
in the premises, provided however, that the Premises Untenantability Cure Period
shall be fifteen (15) consecutive business days after Landlord's receipt of
written notice from Tenant of such condition causing untenantability in the
premises if either the condition was caused by causes beyond Landlord's control
or Landlord is unable to cure such condition as the result of causes beyond
Landlord's control.

         (d)   The provisions of Paragraph (b) of this Article 15.6 shall not
apply in the event of untenantability caused by fire or other casualty, or
taking (see Articles 18 and 20).

         15.7  LANDLORD INDEMNITY OF TENANT. Landlord, subject to the
limitations on Landlord's liability contained elsewhere in this Lease, agrees to
hold Tenant harmless and to defend, exonerate and indemnify Tenant from and
against any and all claims, liabilities, penalties and costs and expenses
(including reasonable attorneys' fees) asserted by or on behalf of any third
party (i.e. any person, firm, corporation or public authority) based upon any
injury to persons, or loss of or damage to property, sustained or occurring in
the Complex to the extent arising from the negligence, or willful misconduct of
Landlord or Landlord's agents, employees or contractors. The provisions of this
Article 157 shall survive any termination of the Lease.

16.      ASSIGNMENT, MORTGAGING AND SUBLETTING

         (a)   Tenant covenants and agrees that neither this Lease nor the term
and estate hereby granted, nor any interest herein or therein, will be assigned,
mortgaged, pledged, encumbered or otherwise transferred, voluntarily, by
operation of law or otherwise, and that neither the Premises, nor any part
thereof will be encumbered in any manner by reason of any act or omission on the
part of Tenant, or used or occupied, or permitted to

                                       32
<PAGE>

be used or occupied, or utilized for desk space or for mailing privileges, by
anyone other than Tenant, or for any use or purpose other than as stated in
Exhibit 1, or be sublet, or offered or advertised for subletting, without
obtaining Landlord's prior written consent, which consent may, except as set
forth in this Article 16, be withheld in Landlord's sole discretion. The
foregoing shall not prohibit Tenant's agents, employees, contractors, officers,
directors and invitees from using the premises.

         (b)   The assignment or transfer of this Lease, and the term and estate
hereby granted, to any business entity ("Permitted Tenant Successor") into which
Tenant is merged or with which Tenant is consolidated or which acquires all or
substantially all of Tenant's stock or assets, is permitted without Landlord's
consent, provided that:

         (x) such Permitted Tenant Successor and Tenant shall promptly execute,
         acknowledge and deliver to Landlord an agreement ("Assumption
         Agreement") in form and substance reasonably satisfactory to Landlord
         whereby such Permitted Tenant Successor shall agree to be independently
         bound by and upon all the covenants, agreements, terms and provisions
         and conditions set forth in this Lease on the part of Tenant to be
         performed, and whereby such Permitted Tenant Successor shall expressly
         agree that the provisions of this Article 16 shall, notwithstanding
         such assignment or transfer, continue to be binding upon it with
         respect to all future assignments and transfers, and

         (y) either:

               (i) such successor entity shall have a net worth (as evidenced by
               financial statements, in form reasonably acceptable to Landlord
               prepared and certified as accurate by an independent certified
               accounting firm reasonably acceptable to Landlord) at least equal
               to the lesser of (a) Tenant's net worth on the day prior to such
               merger, consolidation or sale, as the case may be or (ii) One
               Hundred Million Dollars and 00/100 ($100,000,000), or

               (ii) there is no default by Tenant in its obligations under the
               Lease, and Tenant delivers to Landlord the Security Deposit in
               the amount of Four Hundred Fifty Thousand ($450,000.00) Dollars
               and complying with the provisions of the Paragraph I of the Rider
               to the Lease. The requirement to deliver such Security Deposit
               may be satisfied by the Security Deposit then being held by
               Landlord in accordance with Paragraph I of the Rider to the
               Lease.

         (c)   Tenant shall have the right to assign its interest in this Lease,
and sublet the Premises or any portion thereof without Landlord's consent to an
Affiliate of Tenant, as hereinafter defined. For the purposes hereof, an
"Affiliate of Tenant" shall be defined as any entity which controls, is
controlled by, or is under common control with, Tenant, so long as such entity
remains in such relationship with Tenant. Tenant's right to assign its interest
in this Lease to an Affiliate of Tenant shall be further conditioned upon such

                                       33
<PAGE>

Affiliate, prior to such assignment, executing and delivering to Landlord an
Assumption Agreement, as defined in Article 16(b). No assignment or subletting
or use of the premises by an Affiliate of Tenant shall affect the purpose for
which the premises may b used as stated in Exhibit 1.

         (d)   Notwithstanding anything to the contrary in the Lease contained:

               (i)    Prior to offering or advertising the premises, or any
portion thereof for sublease or assignment to anyone other than a Permitted
Tenant Successor or an Affiliate of Tenant, Tenant shall give Landlord a
Recapture Offer, as hereinafter defined.

               (ii)   For the purposes hereof a "Recapture Offer" shall be
defined as a notice in writing from Tenant to Landlord which:

                      (w)   States that Tenant desires to sublet the premises,
or a portion thereof, or to assign its interest in this Lease.

                      (x)   In the case of a sublease, identifies the affected
portion of the premises ("Recapture Premises").

                      (y)   In the case of a sublease, identifies the period of
time ("Recapture Period") during which Tenant proposes to sublet the Recapture
Premises.

                      (z)   Offers to Landlord to terminate the Lease in respect
of the Recapture Premises (in the case of a proposed assignment of Tenant's
interest in the Lease or a subletting for the remainder of the term of the
Lease) or to suspend the term of the Lease PRO TANTO in respect of the Recapture
Period (i.e. the term of the Lease in respect of the Recapture Premises shall be
terminated during the Recapture Period and Tenant's rental obligations shall be
reduced in proportion to the ratio of the Total Rentable Area of the Recapture
Premises to the Total Rentable Area of the premises then demised to Tenant).

               (iii)  Landlord shall have thirty (30) days to accept a Recapture
Offer. If Landlord does not timely give written notice to Tenant accepting a
Recapture Offer, then Landlord agrees that it will not unreasonably withhold or
delay its consent to a sublease of the Recapture Premises for the Recapture
Period, or an assignment of Tenant's interest in the Lease, as the case may be,
to a Qualified Transferee, as hereinafter defined.

               (iv)   For the purposes hereof, a "Qualified Transferee" shall be
defined as a person, firm or corporation which, in Landlord's reasonable
opinion:

                      (x)   is financially responsible (giving consideration
                      to all of the terms and provisions of this Lease) and of
                      good reputation;

                                       34
<PAGE>

                      (y)   which will use the premises for any of the permitted
                      uses specified in Exhibit 1; and

                      (z)   is not a Restricted Complex Occupant.

               (v)    For the purposes hereof, a "Restricted Complex Occupant"
shall be defined as any tenant or subtenant of Complex other than one who
satisfies all three of the following criteria:

                      (x)   Such Occupant desires to sublease the Recapture
                      Premises for expansion purposes only; AND

                      (y)   Such Occupant's occupancy of the Recapture Premises
                      will not, either directly or indirectly, cause a vacancy
                      in the premises which such occupant then occupies in the
                      Complex; AND

                      (z)   Such Occupant's need, as to the size of premises and
                      length of term, cannot then (i.e., at the time that Tenant
                      requests Landlord's consent to such Occupant) be satisfied
                      by Landlord in the Complex.

               (vi)   No subletting or assignment shall relieve Tenant of its
primary obligation as party-Tenant hereunder, nor shall it reduce or increase
Landlord's obligations under the Lease.

               (vii)  Notwithstanding anything to the contrary in this Paragraph
(d) contained:

                      (y)   If Tenant is in default, beyond the expiration of
                      all applicable notice, grace and cure periods, of its
                      obligations under the Lease at the time that it makes the
                      aforesaid offer to Landlord, such default shall be deemed
                      to be a "reasonable" reason for Landlord withholding its
                      consent to any proposed subletting or assignment; and

                      (z)   If Tenant does not enter into a sublease with a
                      subtenant (or an assignment to an assignee, as the case
                      may be) approved by Landlord, as aforesaid, on or before
                      the date which is one hundred eighty (180) days after the
                      earlier of: (x) the expiration of said thirty (30) day
                      period, or (y) the date that Landlord notifies Tenant that
                      Landlord will not accept Tenant's offer to terminate or
                      suspend the Lease, then Landlord shall have the right
                      arbitrarily to withhold its consent to any subletting or
                      assignment proposed to be entered into by Tenant after the
                      expiration of said one hundred eighty (180) day period
                      unless Tenant again offers, in accordance with this
                      Paragraph (d), either to terminate or to suspend the Lease
                      in

                                       35
<PAGE>

                      respect of the portion of the premises proposed to be
                      sublet (or in respect of the entirety of the premises in
                      the event of a proposed assignment, as the case may be).
                      If Tenant shall make any subsequent offers to terminate or
                      suspend the Lease pursuant to this Paragraph (d), any such
                      subsequent offers shall be treated in all respects as if
                      it is Tenant's first offer to suspend or terminate the
                      Lease pursuant to this Paragraph (d), provided that the
                      period of time Landlord shall have in which to accept or
                      reject such subsequent offer shall be fifteen (15) days.

               (vii)  Notwithstanding anything to the contrary in this Paragraph
(d) contained, none of the terms or provisions of this Paragraph (d) shall apply
to any assignment or sublease to an Affiliate of Tenant, or any assignment or
transfer of this Lease to a Permitted Tenant Successor.

         (e)   In the event of an assignment of this Lease or a sublease of the
premises or any portion thereof to anyone other than a Permitted Tenant
Successor or an Affiliate of Tenant, Tenant shall pay to Landlord fifty (50%)
percent of any Net Sublease Profits (as defined below), payable in accordance
with the following. In the case of an assignment of this Lease, "Net Sublease
Profit": (1) shall be defined as a lump sum in the amount (if any) by which any
consideration paid by the assignee in consideration of or as an inducement to
Tenant to make said assignment exceeds the reasonable attorneys' fees,
construction costs and brokerage fees incurred by Tenant in order to effect such
assignment (collectively, "Sublease Expenses"), and (2) shall be payable
concurrently with the payment to be made by the assignee to Tenant but only to
the extent actually paid by such assignee. In the case of a sublease, "Net
Sublease Profit": (3) shall be defined as a monthly amount equal to the amount
by which the sublease rent and other charges payable by the subtenant to Tenant
under the sublease exceed the sum of the rent and other charges payable under
this Lease for the premises or allocable to the sublet portion thereof, plus a
monthly amount equal to the Sublease Expenses divided by the number of months in
the term of the sublease, and (4) shall be payable on a monthly basis
concurrently with the subtenant's payment of rent to Tenant under the sublease
but only to the extent actually paid by such subtenant. -

         (f)   The listing of any name other than that of Tenant, whether on the
doors of the premises or on the Building directory, or otherwise, shall not
operate to vest in any such other person, firm or corporation any right or
interest in this Lease or in the premises or be deemed to effect or evidence any
consent of Landlord, it being expressly understood that any such listing is a
privilege extended by Landlord revocable at will by written notice to Tenant.

         (g)   If this Lease be assigned, or if the premises or any part thereof
be sublet or occupied by anybody other than Tenant, Landlord may, at any time
and from time to time, collect rent and other charges from the assignee,
subtenant or occupant, and apply the net amount collected to the rent and other
charges herein reserved then due and thereafter becoming due, but no such
assignment, subletting, occupancy or collection

                                       36
<PAGE>

shall be deemed a waiver of this covenant, or the acceptance of the assignee,
subtenant or occupant as a tenant, or a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant herein contained. Any
consent by Landlord to a particular assignment or subletting shall not in any
way diminish the prohibition stated in the first sentence of this Article 16 or
the continuing liability of the Tenant named on Exhibit 1 as the party Tenant
under this Lease. No assignment or subletting shall affect the purpose for which
the premises may be used as stated in Exhibit I.

17.      MISCELLANEOUS COVENANTS

         Tenant covenants and agrees as follows:

         17.1  RULES AND REGULATIONS. Tenant will faithfully observe and comply
with the Rules and Regulations, if any, annexed hereto and such other and
further reasonable Rules and Regulations as Landlord hereafter at any time or
from time to time may make and may communication writing to Tenant, which in the
reasonable judgment of Landlord shall be necessary for the reputation, safety,
care or appearance of the Building, or the preservation of good order therein,
or the operation or maintenance of the Building, or the equipment thereof, or
the comfort of tenants or others in the Building, provided, however, that in the
case of any conflict between the provisions of this Lease and any such
regulations, the provisions of this Lease shall control, and provided further
that nothing contained in this Lease shall be construed to impose upon Landlord
any duty or obligation to enforce the Rules and Regulations or the terms,
covenants or conditions in any other lease as against any other tenant and
Landlord shall not be liable to Tenant for violation of the same by any other
tenant, its servants, employees, agents, contractors, visitors, invitees or
licensees. All Rules and Regulations shall be of general applicability to, and
non-discriminatorily applied against, all tenants in the Complex.

         17.2  ACCESS TO PREMISES - SHORING. Tenant shall; upon prior oral
notice (except that no notice shall be required in emergency situations), (i)
permit Landlord and any mortgagee of the Building or the Building and land or of
the interest of Landlord therein, and any lessor under any ground or underlying
lease, and their representatives, to have access to and to enter upon the
premises at all reasonable hours for the purposes of inspection or of making
repairs, replacements or improvements in or to the premises or the Building or
equipment (including, without limitation, sanitary, electrical, heating, air
conditioning or other systems) or of complying with all laws, orders and
requirements of governmental or other authority or of exercising any right
reserved to Landlord by this Lease (including the right during the progress of
any such repairs, replacements or improvements or while performing work and
furnishing materials in connection with compliance with any such laws, orders or
requirements to take upon or through, or to keep and store within, the premises
all necessary materials, tools and equipment); and (ii) permit Landlord, at
reasonable times, to show the premises during ordinary business hours to any
existing or prospective mortgagee, ground lessor, space lessee, purchaser, or
assignee of any mortgage, of the Building or of the Building and the land or of
the interest of Landlord therein, and during the period of 12 months next
preceding the Termination Date to any person contemplating the leasing of the
premises or any part

                                       37
<PAGE>

thereof. The foregoing rights of access shall not be construed as granting
Landlord or others the right to use conduit installed by Tenant, with Landlord's
approval, at Tenant's expense. Except in an emergency, in exercising any rights
of access under this Lease, including, without limitation such tights under
Article 10, Landlord shall provide Tenant with reasonable prior notice and the
opportunity to have a representative of Tenant pursuant during such entry. If
Landlord complies with its obligations under this Article 17.2, and Tenant shall
not be personally present to open and permit an entry into the premises at any
time when for any reason an entry therein shall be necessary or permissible,
Landlord or Landlord's agents may enter the same by a master key, or may
forcibly enter the same, without rendering Landlord or such agents liable
therefor (if during such entry Landlord or Landlord's agents shall accord
reasonable care to Tenant's -property), and without in any manner affecting the
obligations and covenants of this Lease. Landlord shall exercise its rights of
access to the premises permitted under any of the terms and provisions of this
Lease in such manner as to minimize to the extent practicable interference with
Tenant's use and occupation of the premises. If an excavation shall be made upon
land adjacent to the premises or shall be authorized to be made, Tenant shall
afford to the person causing or authorized to cause such excavation, license to
enter upon the premises for the purpose of doing such work as said person shall
deem necessary to preserve the Building from injury or damage and to support the
same by proper foundations without any claims for damages or indemnity against
Landlord, or diminution or abatement of rent, subject, however, to the terms of
this Lease.

         17.3  ACCIDENTS TO SANITARY AND OTHER SYSTEMS. From and after the Rent
Commencement Date, Tenant shall give to Landlord prompt notice of any fire or
accident in the premises or in the Building and of any damage to, or defective
condition in, any part or appurtenance of the Building including, without
limitation, sanitary, electrical, ventilation, heating and air conditioning or
other systems located in, or passing through, the premises, of which Tenant has
actual knowledge. Except as otherwise provided in Articles 18 and 20, and
subject to Tenant's obligations in Article 14, such damage or defective
condition shall be, subject to Article 19, remedied by Landlord with reasonable
diligence, but if such damage or defective condition was caused by Tenant or by
the employees, licensees, contractors or invitees of Tenant, the cost to remedy
the same shall be paid by Tenant. In addition, all reasonable costs incurred by
Landlord in connection with the investigation of any notice given by Tenant
shall be paid by Tenant if the reported damage or defective condition was caused
by Tenant or by the employees, licensees, contractors, or invitees of Tenant.
Subject to the terms of this Lease, Tenant shall not be entitled to claim any
eviction from the premises or any damages arising from any such damage or defect
unless the same (i) shall have been occasioned by the negligence of the
Landlord, its agents, servants or employees and (ii) shall not, after notice to
Landlord of the condition claimed to constitute negligence, have been cured or
corrected within a reasonable time after such notice has been received by
Landlord; and in case of a claim of eviction unless such damage or defective
condition shall have rendered the premises untenantable and they shall not have
been made tenantable by Landlord within a reasonable time.

         17.4  SIGNS.

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<PAGE>

         (a)   Tenant shall not place or authorize the placing of any signs,
awnings, aerials, flagpoles or the like on or visible from any part of the
exterior of the premises (or elsewhere in the Building or the Complex outside
the interior of the premises) except for the signage described on Exhibit 5.
Tenant's signs shall be subject to Landlord's prior written approval, which
approval shall not be unreasonably withheld, and shall comply with all
applicable law and shall comply with the Park Covenants. Tenant shall obtain all
necessary governmental approvals prior to installing any such signage. No
handwritten signs shall be approved. Tenant shall install Tenant's sign at the
location designated by Landlord in writing. Tenant shall maintain all of its
signage in good order and condition throughout the term of the Lease, and Tenant
shall remove such signage upon termination of the term of the Lease and shall
repair any damage to the Building caused by the installation or removal of such
signage. Landlord may, without prior notice and at Tenant's sole cost and
expense, remove any sign installed by or on behalf of Tenant which was not
approved in advance in writing by Landlord. Any signs or lettering in the public
corridors or on the doors shall conform to Landlord's building standard design.

         (b)   Neither Landlord's name, nor the name of the Building or any
Center, Office Park or other Park of which the Building is a part, or the name
of any other structure erected therein shall be used without Landlord's consent
in any advertising material (except on business stationery or as an address in
advertising matter), nor shall any such name, as aforesaid, be used in any
undignified, confusing, detrimental or misleading manner.

         17.5  ESTOPPEL CERTIFICATE. Each party (the "Responding Party") shall
at any time and from time to time upon not less than ten (10) days' prior notice
by the other party (the "Requesting Party"), execute, acknowledge and deliver to
the Requesting Party a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), and the dates to which the Yearly Rent and other charges have
been paid in advance, if any, stating whether or not the Responding Party is in
default in performance of any covenant, agreement, term, provision or condition
contained in this Lease and, if so, specifying each such default and such other
fact as the Requesting Party may reasonably request, it being intended that any
such statement delivered pursuant hereto may be relied upon by any prospective
purchaser of the Building or of the Building and the land or of any interest of
the Requesting Party therein, any mortgagee or prospective mortgagee thereof,
any lessor or prospective lessor thereof, any lessee or prospective lessee
thereof, or any prospective assignee of any mortgage thereof. Time is of the
essence in respect of any such requested certificate, Tenant hereby
acknowledging the importance of such certificates in mortgage financing
arrangements, prospective sale and the like. Tenant hereby appoints Landlord
Tenant's attorney-in-fact in its name and behalf to execute such statement if
Tenant shall fail to execute such statement within such ten-(10)-day period.

         17.6  PROHIBITED MATERIALS AND PROPERTY.

                                       39
<PAGE>

         (a)   Landlord represents and warrants that, except as set forth in the
Phase I Environmental Site Assessment dated April, 1999, prepared by GZA
GeoEnvironmental, Inc. and that certain Partial A-2 Response Action Outcome
dated May 11, 1999, prepared by Response Environmental, Inc. (collectively, the
"Environmental Reports"), Landlord is unaware of the existence of any Hazardous
Material on the land or in the Building, including its interior, systems or
structure (collectively, the "Property"). "Hazardous Material" shall mean: (i)
asbestos or asbestos containing material, (ii) polychlorinated biphenyls, (iii)
radiation and (iv) any material or substance, whether solid, gaseous or liquid,
which may pose a present or potential hazard to human health or the environment
when improperly disposed of, treated, stored, transported, or otherwise managed,
including (a) oil (except for fuel properly stored and handled in the Building)
or hazardous substances subject to Massachusetts General Laws Chapter 21E or the
Federal Comprehensive Environmental Response Compensation and Liability Act
(CERCLA), 42 USC ss.9601, as amended, (b) hazardous waste identified in
accordance with Section 3001 of the Federal Resource Conservation and Recovery
Act of 1976, as amended, and (c) hazardous waste, material or substance
identified by any present regulation of any governmental authority regulating
environmental or health, matters.

         (b)   Landlord shall indemnify Tenant and hold it harmless against any
claims, damages, losses or liabilities (including reasonable attorneys' fees)
arising from any breach of the representations and warranties set forth in
Article 17.6(a) and from claims, damages, losses or liabilities arising in the
event that Landlord, Landlord's agents, employees or contractors release
Hazardous Materials onto the Complex; provided however, the foregoing indemnity
shall not apply to: (i) any material or substance which, as of the Execution
Date, was not considered, as a matter of law, to be a Hazardous Material, but
which is subsequently determined to be a Hazardous Material as a matter of law
or (ii) Hazardous Material so determined after the later to occur of the Term
Commencement Date or release of such Hazardous Material in or on the Complex. If
Hazardous Materials are discovered in the Complex which were not introduced to
the Complex by Tenant, or anyone for whom Tenant is responsible, Landlord shall
remediate or remove such materials when and if required by applicable Laws.

         (c)   Tenant, at its sole cost and expense, shall comply with all Laws
applicable to, Tenant's activities on the premises concerning environmental
matters, including, but not limited to, any discharge into the air, surface,
water, sewers, soil or groundwater of any Hazardous Materials within the
premises or otherwise in the Building.

         (d)   Tenant shall not cause or knowingly permit any Hazardous Material
(so determined at the time of introduction or installation) to be brought upon,
kept or used in or about the premises or otherwise in the Property by Tenant,
its agents, employees, contractors or invitees, without the prior written
consent of Landlord except for quantities of such Hazardous Materials used in
Tenant's ordinary course of business, as further described on Exhibit 6 (if any)
which may be introduced onto the Property without such consent, provided that
such Hazardous Materials are managed and used in compliance with all applicable
laws. Notwithstanding the foregoing, in the event that Tenant is in

                                       40
<PAGE>

breach of any of its obligations under subparagraphs (c) or (d) hereof, Landlord
shall have the right to revoke any consent which Landlord has granted to Tenant
to allow bringing upon, keeping or using any Hazardous Material in or about the
premises or the Property. If: (i) Tenant breaches the obligations stated in the
preceding sentence, or (ii) the presence of Hazardous Material in the premises
or otherwise on the Property caused by Tenant results in the contamination of
the premises or the Property, or (iii) Tenant knowingly permits its agents,
employees, contractors or invitees to introduce Hazardous Materials in the
premises or otherwise on the Property so as to result in the contamination of
the premises or the Property, then, and in any such instance, Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims, judgments,
damages, penalties, fines, costs, liabilities or losses which arise during or
after the term as a result of such contamination.

         17.7  REQUIREMENTS OF LAW - FINES AND PENALTIES.

         (a)   Tenant at its sole expense shall comply with all laws, rules,
orders and regulations, including, without limitation, all energy-related
requirements, of Federal, State, County and Municipal Authorities and with any
direction of any public officer or officers, pursuant to law, which shall impose
any duty upon Landlord or Tenant with respect to or arising out of Tenants use
or occupancy of the premises; provided however that Tenant shall have no
obligation to make any alteration to the premises required by such laws, rules,
orders or regulations unless such alteration is required as the result of
Tenant's particular use of the Premises. Tenant shall reimburse and compensate
Landlord for all damages or fines sustained or incurred by, Landlord due to
nonperformance or noncompliance with or breach or failure to observe any item,
covenant, or condition of this Lease upon Tenant's part to be kept, observed,
performed or complied with. If Tenant receives notice of any violation of law,
ordinance, order or regulation applicable to the premises, it shall give prompt
notice thereof to Landlord.

         (b)   Landlord, subject to inclusion of the cost of compliance as
Operating Costs in accordance with the provisions of Article 9.1(f) of this
Lease, shall comply with (i) all Laws which relate to the structure of the
Building, unless the need for such compliance arises from Tenant's particular
use of the Premises, and (ii) all other Laws applicable to the operation of the
Complex generally for warehouse and accessory office uses. Without limiting the
foregoing, if the Complex does not comply with any Laws or any of the Protective
Covenants which are in effect as of the Term Commencement Date and such Laws or
Protective Covenants relate to any portion of the Complex other than the
Premises, Landlord shall, without charge to Tenant, and without inclusion of the
cost of such work in Operating Costs, be responsible for making any alterations
or improvements which maybe required in order to bring such portion of the
Complex into compliance with such Laws and Protective Covenants.

         17.8 TENANT'S ACTS - EFFECT ON INSURANCE. Tenant shall not do or permit
to be done any act or thing upon the premises or elsewhere in the Building which
will invalidate or be in conflict with any insurance policies covering the
Building and the fixtures and property therein; and shall not do, or permit to
be done, any act or thing upon

                                       41
<PAGE>

the premises which shall subject Landlord to any liability or responsibility for
injury to any person or persons or to property by reason of any business or
operation being carried on upon said premises or for any other reason. Tenant at
its own expense shall comply with all rules, orders, regulations and
requirements of the Board of Fire Underwriters, or any other similar body having
jurisdiction and shall not (i) do, or permit anything to be done, in or upon the
premises, or bring or keep anything therein, except as now or hereafter
permitted by the Fire Department, Board of Underwriters, Fire Insurance Rating
Organization, or other authority having jurisdiction, and then only in such
quantity and manner of storage as will not increase the rate for any insurance
applicable to the Building, or (ii) use the premises in a manner which shall
increase such insurance rates on the Building, or on property located therein,
over that applicable when Tenant first took occupancy of the premises hereunder;
provided however, that Tenant shall have no obligation to make any alteration to
the premises required by such laws, rules, orders or regulations unless such
alteration is required as the result of Tenant's particular use of the Premises.
If by reason of the failure of Tenant to comply with the provisions hereof the
insurance rate applicable to any policy of insurance shall at any time
thereafter be higher than it otherwise would be, the Tenant shall reimburse
Landlord for that part of any insurance premiums thereafter paid by Landlord,
which shall have been charged because of such failure by Tenant.

         17.9  MISCELLANEOUS. Tenant shall not suffer or permit the premises or
any fixtures, equipment or utilities therein or serving the same, to be
overloaded, damaged or defaced, nor permit any hole to be drilled or made in any
part thereof. Tenant shall not suffer or permit any of its employees,
contractors, business invitees or visitors to violate any covenant, agreement or
obligations of the Tenant under this Lease.

18.      DAMAGE BY FIRE, ETC.

         18.1  CASUALTY INSURANCE. During the entire term of this Lease, and
adjusting Insurance coverages to reflect current values from time to time:--(i)
Landlord shall keep the Building (including the Required Tenant Work, but
excluding any other work, installations, improvements and betterments in the
premises installed by or on behalf of Tenant, [called "Over-Building-Standard
Property"] and any other property installed by or at the expense of Tenant)
insured against loss or damage caused by any peril covered under fire, extended
coverage and all risk insurance with coverage against vandalism and malicious
mischief, in an amount equal to one hundred percent (100%) replacement cost
value above foundation walls; and (ii) Tenant shall keep the
Over-Building-Standard Property insured against loss or damage caused by any
peril covered under fire, extended coverage and all risk insurance in an amount
equal to one hundred percent (100%) replacement cost value. In the event that
the premium for Landlord's casualty insurance on the Building increases as a
result of Landlord's obtaining insurance for the Required Tenant Work, the
Tenant shall reimburse Landlord for the amount of such increase within thirty
(30) days of billing therefor, which billing shall be accompanied by an itemized
invoice from Landlord's insurance company setting forth the amount of insurance
exclusively attributable to the Required Tenant Work. Tenant shall not be
required to name Landlord as an additional insured party with respect to the
Over-Building-Standard

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<PAGE>

Property. The proceeds of all insurance covering the Required Tenant Work shall
be paid to Landlord, Tenant hereby acknowledging that it has no interest in any
proceeds of Landlord's Building insurance or in Landlord's insurance on the
Required Tenant Work. The proceeds of all insurance covering the
Over-Building-Standard Property shall be used only for the replacement or
restoration of such Over-Building Standard Property, unless this Lease is
terminated pursuant to this Article 18; in which case any proceeds payable in
respect of the Over-Building Standard Property shall belong exclusively to
Tenant.

         18.2  REPAIR OF DAMAGE CAUSED BY CASUALTY. If any portion of the
premises required to be insured by Landlord under the preceding paragraph shall
be damaged by fire or other insured casualty, Landlord shall proceed with
diligence, subject to the then applicable statutes, building codes, zoning
ordinances, and regulations of any governmental authority, and at the expense of
Landlord (but only to the extent of insurance proceeds made available to
Landlord by any mortgagee and/or ground lessor of the real property of which the
premises are a part; provided, however, that Landlord shall use reasonable
efforts to cause its mortgagee to make sufficient proceeds available to Landlord
to repair any damage or destruction to the Premises or the Building) to repair
or cause to be repaired such damage, provided, however, in respect of any
Over-Building Standard Property as shall have been damaged by such fire or other
casualty and which (in the judgment of Landlord) can more effectively be
repaired as an integral part of Landlord's repair work on the premises, that
such repairs to such Tenant's alterations, decorations, additions and
improvements shall be performed by Landlord but at Tenant's expense (Landlord
hereby agreeing that, in such event, the amount chargeable to Tenant shall be
based upon a competitive cost for the work performed); in all other respects,
all repairs to and replacements of Tenant's property and Over-Building-Standard
Property shall be made by and at the expense of Tenant, but only to the extent
of insurance proceeds made available to Tenant. In any event, Landlord shall
have no responsibility to repair or replace any aspect of Tenant's Work. If the
premises or any part thereof shall have been rendered unfit for use and
occupation hereunder by reason of such damage the Yearly Rent or a just and
proportionate part thereof, according to the nature and extent to which the
premises shall have been so rendered unfit, shall be suspended or abated until
the premises (except as to the property which is to be repaired by or at the
expense of Tenant) shall have been restored as nearly as practicably may be to
the condition in which they were immediately prior to such fire or other
casualty, provided, however, that if Landlord or any mortgagee of the Building
or of the Building and the land shall be unable to collect the insurance
proceeds (including rent insurance proceeds) applicable to such damage because
of some action or inaction on the part of Tenant, or the employees, licensees or
invitees of Tenant, the cost of repairing such damage shall be paid by Tenant
and there shall be no abatement of rent. Landlord shall not be liable for delays
in the making of any such repairs which are due to government regulation,
casualties and strikes, unavailability of labor and materials, and other causes
beyond the reasonable control of Landlord, nor shall Landlord be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting from delays in repairing such damage.

                                       43
<PAGE>

         18.3  LANDLORD'S TERMINATION RIGHTS. If (i) the Premises are so damaged
by fire or other casualty (whether or not insured) at any time during the last
eighteen (18) months of the term hereof that the cost to repair such damage is
reasonably estimated to exceed one third of the total Yearly Rent payable
hereunder for the period from the estimated date of restoration until the
Termination Date, or (ii) the Building (whether or not including any portion of
the Premises) is so damaged by fire or other casualty (whether or not insured)
that substantial alteration or reconstruction or demolition of the Building
shall in Landlord's bona-fide business judgment be required, then and in either
of such events, this Lease and the term hereof maybe terminated at the election
of Landlord by a notice in writing of its election so to terminate which shall
be given by Landlord to Tenant within sixty (60) days following such fire or
other casualty, the effective termination date of which shall be not less than
thirty (30) days after the day on which such termination notice is received by
Tenant, unless the Termination Date occurs prior to the expiration of such
thirty (30) day period, in which cause the effective termination date shall be
the Termination Date. Notwithstanding the foregoing, if, at the time that Tenant
receives Landlord's termination notice based upon clause (i) of this Article
18.3, Tenant's extension option has not lapsed unexercised, then Tenant shall
have the right to render Landlord's termination notice pursuant to said clause
(i) void and without force or effect by giving written notice to Landlord, on or
before the date thirty (30) days after the date that Tenant receives Landlord's
termination notice, properly exercising such extension option.

         18.4  TENANT'S TERMINATION RIGHTS.

         If all or any portion of the Premises is damaged by fire or other
casualty to such an extent that the operation of Tenant's business in the
Premises in the normal course is materially adversely affected, the following
shall apply:

         (a)   Landlord shall advise Tenant in writing ("Casualty Notice"), on
or before the date sixty (60) days after such fire or other casualty as to: (i)
whether there will be sufficient insurance proceeds available to Landlord to
complete Landlord's restoration work in accordance with this Article 18, and
(ii) Landlord's estimate of the period ("Estimated Restoration Period") when
Landlord will complete such restoration. Landlord's estimate of the Estimated
Restoration Period shall be based upon the estimate of a reputable engineering
firm.

         (b)   If Landlord advises Tenant that there will be insufficient
insurance proceeds available to Landlord to permit Landlord to complete
Landlord's restoration work, or if the Estimated Restoration Period is longer
than two hundred seventy (270) days after the date of such casualty (except that
if the casualty occurs during the last year of the term of the Lease, said two
hundred seventy day period shall be ninety (90) days), then Tenant shall have
the right to terminate this Lease by giving written notice to Landlord within
fifteen days of its receipt of the Casualty Notice.

         (c)   If Landlord shall fail to substantially complete the restoration
work on or before the date (the "Restoration Deadline Date") which is the later
of: (i) the date two

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<PAGE>

hundred seventy (270) days after the date of such fire or other casualty (except
that if the casualty occurs during the last year of the term of the Lease, said
two hundred seventy (270) day period shall be ninety (90) days), or (ii) the
Estimated Restoration Period, Tenant may terminate this Lease by giving Landlord
written notice as follows:

         (a)   Said notice shall be given after the Restoration Deadline Date.

         (b)   Said notice shall set forth an effective date which is not
earlier than thirty (30) days after Landlord receives said notice.

         (c)   If the restoration work is substantially complete within thirty
(30) days (which thirty-(30)-day period shall be extended by the length of any
delays caused by Tenant or Tenant's contractors) after Landlord receives such
notice, said notice shall have no further force and effect.

         (d)   If the restoration work is not substantially complete on or
before the date thirty (30) days (which thirty-(30)-day period shall be extended
by the length of any delays caused by Tenant or Tenant's contractors) after
Landlord receives such notice, the Lease shall terminate as of said effective
date.

         Notwithstanding the foregoing, the Restoration Deadline Date shall be
extended by the length of any delays in Landlord's restoration work arising from
the fault of Tenant and by the length of any other delays arising from any other
causes beyond Landlord's control, provided however, that financial inability
shall not constitute a cause beyond Landlord's reasonable control and the
Restoration Deadline Date shall not be extended more than ninety days as the
result of causes beyond Landlord's control other than the fault of Tenant.

         18.5  GENERAL PROVISIONS RELATING TO ANY CASUALTY TERMINATION. In the
event of any termination, this Lease and the term hereof shall expire as of such
effective termination date as though that were the Termination Date as stated in
Exhibit 1 and Rent and other charges payable under this Lease shall be
apportioned as of such date; and if the Premises or any part thereof shall have
been rendered unfit for use and occupation by reason of such damage Rent and
other charges under this Lease for the period from the date of the fire or other
casualty to the effective termination date, or a just and proportionate part
thereof according to the nature and extent to which the Premises shall have been
so rendered unfit, shall be abated.

19.      WAIVER OF SUBROGATION

         (a)   In any case in which Tenant shall be obligated to pay to Landlord
any loss, cost, damage, liability, or expense suffered or incurred by Landlord,
Landlord shall allow to Tenant as an offset against the amount thereof the
greater of (i) the net proceeds of any insurance collected by Landlord for or on
account of such loss, cost, damage, liability or expense, provided that the
allowance of such offset does not invalidate or prejudice the policy or policies
under which such proceeds were payable, or (ii) the amount of any loss,

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<PAGE>

cost, damage, liability or expense caused by a peril which could be covered by
fire insurance with the broadest form of property insurance generally available
on property in buildings of the type of the Building, whether or not actually
procured by Landlord.

         (b)   In any case in which Landlord or Landlord's managing agent shall
be obligated to pay to Tenant any loss, cost, damage, liability or expense
suffered or incurred by Tenant, Tenant shall allow to Landlord or Landlord's
managing agent, as the case may be, as an offset against the amount thereof the
greater of (i) the net proceeds of any insurance collected by Tenant for or on
account of such loss, cost, damage, liability, or expense, provided that the
allowance of such offset does not invalidate or prejudice the policy or policies
under which such proceeds were payable or (ii) the amount of any loss, cost,
damage, liability or expense caused by a peril which could be covered by fire
insurance with the broadest form of property insurance generally available on
property in buildings of the type of the Building, whether or not actually
procured by Tenant.

         (c)   The parties hereto shall each procure an appropriate clause in,
or endorsement on, any property insurance policy covering the premises and the
Building and personal property, fixtures and equipment located thereon and
therein, pursuant to which the insurance companies waive subrogation or consent
to a waiver of right of recovery in favor of either party, its respective agents
or employees. Having obtained such clauses and/or endorsements, each party
hereby agrees that it will not make any claim against or seek to recover from
the other or its agents or employees for any loss or damage to its property or
the property of others resulting from fire or other perils covered by such
property insurance.

20.      CONDEMNATION - EMINENT DOMAIN

         (a)   In the event that the premises or any part thereof, or the whole
or any part of the Building, shall be taken or appropriated by eminent domain or
shall be condemned for any public or quasi-public use, or (by virtue of any such
taking, appropriation or condemnation) shall suffer any damage (direct, indirect
or consequential) for which Landlord or Tenant shall be entitled to
compensation, so that, in Landlord's bona fide business judgment, the continued
operation of the Complex shall be rendered uneconomic or non-operational, then
(and in any such event) this Lease and the term hereof may be terminated at the
election of Landlord by a notice in writing of its election so to terminate
which shall be given by Landlord to Tenant within sixty (60) days following the
date on which Landlord shall have received notice of such taking, appropriation
or condemnation. Notwithstanding the foregoing, it shall be a condition to
Landlord's right to terminate the term of the Lease pursuant to this Article 20
that Landlord shall terminate the leases of all other tenants in the Building.

         (b)   In the event that either (i) more than 25% of the parking spaces
in the Complex or (ii) a substantial part of the Premises or of the means of
access thereto, shall be so taken, appropriated or condemned, then (and in any
such event) this Lease and the term hereof may be terminated at the election of
Tenant by a notice in writing of its election so to terminate which shall be
given by Tenant to Landlord within sixty (60)

                                       46
<PAGE>

days following the date on which Tenant shall have received notice of such
taking, appropriation or condemnation, provided however, that if Tenant's
termination exercise is based upon a loss of parking or access, Landlord may
render such termination exercise void by providing to Tenant, within said sixty
(60) day period, reasonably equivalent substitute parking areas within a
reasonable distance of the Building and/or reasonable substitute access, as the
case may be.

         (c)   Upon the giving of any such notice of termination (either by
Landlord or Tenant) this Lease and the term hereof shall terminate on or
retroactively as of the date on which Tenant shall be required to vacate any
part of the premises or shall be deprived of a substantial part of the means of
access thereto, provided, however, that Landlord may in Landlord's notice elect
to terminate this Lease and the term hereof retroactively as of the date on
which such taking, appropriation or condemnation became legally effective. In
the event of any such termination, this Lease and the term hereof shall expire
as of such effective termination date as though that were the Termination Date
as stated in Exhibit 1, and the Yearly Rent shall be apportioned as of such
date. If neither party (having the right so to do) elects to terminate Landlord
will, with reasonable diligence and at Landlord's expense, restore the remainder
of the premises, or the remainder of the means of access, as nearly as
practicably may be to the same condition as obtained prior to such taking,
appropriation or condemnation in which event (i) the Total Rentable Area shall
be adjusted as in Exhibit 5 provided, (ii) a just proportion of the Yearly Rent,
according to the nature and extent of the taking, appropriation or condemnation
and the resulting permanent injury to the premises and the means of access
thereto, shall be permanently abated, and (iii) a just proportion of the
remainder of the Yearly Rent, according to the nature and extent of the taking,
appropriation or condemnation and the resultant injury sustained by the premises
and the means of access thereto, shall be abated until what remains of the
premises and the means of access thereto shall have been restored as fully as
may be for permanent use and occupation by Tenant hereunder.

         (d)   Except for any award specifically reimbursing Tenant for moving
or relocation expenses, there are expressly reserved to Landlord all rights to
compensation and damages created, accrued or accruing by reason of any such
taking, appropriation or condemnation, in implementation and in confirmation of
which Tenant does hereby acknowledge that Landlord shall be entitled to receive
all such compensation and damages, grant to Landlord all and whatever rights (if
any) Tenant may have to such compensation and damages, and agree to execute and
deliver all and whatever further instruments of assignment as Landlord may from
time to time request.

         (e)   In the event of any taking of the premises or any part thereof
for temporary (i.e., not in excess of one (1) year) use, (i) this Lease shall be
and remain unaffected thereby, and (ii) Tenant shall be entitled to receive for
itself any award made to the extent allocable to the premises in respect of such
taking on account of such use, provided, that if any taking is for a period
extending beyond the term of this Lease, such award shall be apportioned between
Landlord and Tenant as of the Termination Date or earlier termination of this
Lease.

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<PAGE>

21.      DEFAULT

         21.1  CONDITIONS OF LIMITATION - RE-ENTRY - TERMINATION. This Lease and
the herein term and estate are, upon the condition that if (a) subject to
Article 21.7, Tenant shall neglect or fail to perform or observe any of the
Tenant's covenants or agreements herein, including (without limitation) the
covenants or agreements with regard to the payment when due of rent, additional
charges, reimbursement for increase in Landlord's costs, or any other charge
payable by Tenant to Landlord (all of which shall be considered as part of
Yearly Rent for the purposes of invoking Landlord's statutory or other rights
and remedies in respect of payment defaults); or (b) Tenant shall be involved in
financial difficulties as evidenced by an admission in writing by Tenant of
Tenant's inability to pay its debts generally as they become due, or by the
making or offering to make a composition of its debts with its creditors; or (c)
Tenant shall make an assignment or trust mortgage, or other conveyance or
transfer of like nature, of all or a substantial part of its property for the
benefit of its creditors, or (d) the leasehold hereby created shall be taken on
execution or by other process of law and shall not be revested in Tenant within
ninety (90) days thereafter; or (e) a receiver, sequesterer, trustee or similar
officer shall be appointed by a court of competent jurisdiction to take charge
of all or any part of Tenant's property and such appointment shall not be
vacated within ninety (90) days; or (f) any proceeding shall be instituted by or
against Tenant pursuant to any of the provisions of any Act of Congress or State
law relating to bankruptcy, reorganizations, arrangements, compositions or other
relief from creditors, and, in the case of any proceeding instituted against it,
if Tenant shall fail to have such proceedings dismissed within ninety (90) days
or if Tenant is adjudged bankrupt or insolvent as a result of any such
proceeding, or (g) any event shall occur or any contingency shall arise whereby
this Lease, or the term and estate thereby created, would (by operation of law
or otherwise) devolve upon or pass to any person, firm or corporation other than
Tenant, except as expressly permitted under Article 16 hereof-- then, and in any
such event (except as hereinafter in Article 21.2 otherwise provided) Landlord
may, by notice to Tenant, elect to terminate this Lease; and thereupon (and
without prejudice to any remedies which might otherwise be available for arrears
of rent or other charges due hereunder or preceding breach of covenant or
agreement and without prejudice to Tenant's liability for damages as hereinafter
stated), upon the giving of such notice, this Lease shall terminate as of the
date specified therein as though that were the Termination Date as stated in
Exhibit 1. Without being taken or deemed to be guilty of any manner of trespass
or conversion, and without being liable to indictment, prosecution or damages
therefor, Landlord may, forcibly if necessary, enter into and upon the premises
(or any part thereof in the name of the whole); repossess the same as of its
former estate; and expel Tenant and those claiming under Tenant. The words
"re-entry" and "re-enter" as used in this Lease are not restricted to their
technical legal meanings.

         21.2  INTENTIONALLY OMITTED.

         21.3  DAMAGES - TERMINATION. Upon the termination of this Lease under
the provisions of this Article 21, then except as hereinabove in Article 21.2
otherwise

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<PAGE>

provided, Tenant shall pay to Landlord the rent and other charges payable by
Tenant to Landlord up to the time of such termination, shall continue to be
liable for any preceding breach of covenant, and in addition, shall pay to
Landlord as damages, at the election of Landlord

         either:

                      (x)   the amount (discounted to present value) by which,
at the time of the termination of this Lease (or at any time thereafter if
Landlord shall have initially elected damages under subparagraph (y), below),
(i) the aggregate of the rent and other charges projected over the period
commencing with such termination and ending on the Termination Date as stated in
Exhibit I exceeds (ii) the aggregate projected rental value of the premises for
such period;

         or:

                      (y)   amounts equal to the rent and other charges which
would have been payable by Tenant had this Lease not been so terminated, payable
upon the due dates therefor specified herein following such termination and
until the Termination Date as specified in Exhibit 1, provided, however, if
Landlord shall re-let the premises during such period, that Landlord shall
credit Tenant with the net rents received by Landlord from such re-letting, such
net rents to be determined by first deducting from the gross rents as and when
received by Landlord from such re-letting the expenses incurred or paid by
Landlord in terminating this Lease, as well as the expenses of re-letting,
including altering and preparing the premises for new tenants, brokers'
commissions, and all other similar and dissimilar expenses properly chargeable
against the premises and the rental therefrom, it being understood that any such
re-letting may be for a period equal to or shorter or longer than the remaining
term of this Lease; and provided, further, that (i) in no event shall Tenant be
entitled to receive any excess of such net rents over the sums payable by Tenant
to Landlord hereunder and (ii) in no event shall Tenant be entitled in any suit
for the collection of damages pursuant to this Subparagraph (y) to a credit in
respect of any net rents from a re-letting except to the extent that such net
rents are actually received by Landlord with respect to the period on which the
judgment obtained by Landlord in such suit is based. If the premises or any part
thereof should be re-let in combination with other space, then proper
apportionment on a square foot area basis shall be made of the rent received
from such re-letting and of the expenses of re-letting.

         Landlord agrees to use reasonable efforts to relet the premises after
Tenant vacates the premises in the event that the Lease is terminated based upon
a default by Tenant hereunder. Marketing of Tenant's premises in a manner
similar to the manner in which Landlord markets other premises within Landlord's
control in the Complex shall be deemed to have satisfied Landlord's obligation
to use "reasonable efforts." In no event shall Landlord be required to (i)
solicit or entertain negotiations with any other prospective tenants for the
premises until Landlord obtains full and complete possession of the premises
including, without limitation, the final and unappealable legal right to relet
the premises free of any claim of Tenant, (ii) relet the premises before leasing
other

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<PAGE>

vacant space in the Complex, (iii) lease the premises for a rental less than the
current fair market rental then prevailing for similar space in the Complex, or
(iv) enter into a lease with any proposed tenant that does not have, in
Landlord's reasonable opinion, sufficient financial resources or operating
experience to operate its business in the premises.

         In calculating the rent and other charges under Subparagraph (x),
above, there shall be included, in addition to the Yearly Rent, Tax Excess and
Operating Expense Excess and all other considerations agreed to be paid or
performed by Tenant, on the assumption that all such amounts and considerations
would have remained constant (except as herein otherwise provided) for the
balance of the full term hereby granted.

         Suit or suits for the recovery of such damages, or any installments
thereof; may be brought by Landlord from time to time at its election, and
nothing contained herein shall be deemed to require Landlord to postpone suit
until the date when the term of this Lease would have expired if it had not been
terminated hereunder.

         Nothing herein contained shall be construed as limiting or precluding
the recovery by Landlord against Tenant of any sums or damages to which, in
addition to the damages particularly provided above, Landlord may lawfully be
entitled by reason of any default hereunder on the part of Tenant.

         21.4  FEES AND EXPENSES.

         (a)   If Tenant shall default in the performance of any covenant on
Tenant's part to be performed as in this Lease contained, Landlord may, subject
to Article 21.7, except that no notice shall be required in an emergency,
perform the same for the account of Tenant. If Landlord at any time is compelled
to pay or elects to pay any sum of money, or do any act which will require the
payment of any sum of money, by reason of the failure of Tenant to comply with
any provision hereof, or if Landlord is compelled to or does incur any expense,
including reasonable attorneys' fees, in instituting, prosecuting, and/or
defending any action or proceeding instituted by reason of any default of Tenant
hereunder, Tenant shall on demand pay to Landlord by way of reimbursement the
sum or sums so paid by Landlord with all costs and damages, plus interest
computed as provided in Article 6 hereof.

         (b)   Tenant shall pay Landlord's cost and expense, including
reasonable attorneys' fees, incurred (i) in enforcing any obligation of Tenant
under this Lease or (ii) as a result of Landlord, without its fault, being made
party to any litigation pending by or against Tenant or any persons claiming
through or under Tenant. Tenant shall not be obligated to make any payment to
Landlord of any attorneys' fees incurred by Landlord unless judgment is entered
(final, and beyond appeal) in favor of Landlord in the lawsuit relating to such
fees. Landlord shall pay, upon demand by Tenant, reasonable attorneys' fees
incurred by Tenant in connection with any lawsuit between Landlord and Tenant
where judgment is entered (final, and beyond appeal) in favor of Tenant.

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<PAGE>

         21.5  WAIVER OF REDEMPTION. Tenant does hereby waive and surrender all
rights and privileges which it might have under or by reason of any present or
future law to redeem the premises or to have a continuance of this Lease for the
term hereby demised after being dispossessed or ejected therefrom by process of
law or under the terms of this Lease or after the termination of this Lease as
herein provided.

         21.6  LANDLORD'S REMEDIES NOT EXCLUSIVE. The specified remedies to
which Landlord may resort hereunder are cumulative and are not intended to be
exclusive of any remedies or means of redress to which Landlord may at any time
be lawfully entitled, and Landlord may invoke any remedy (including the remedy
of specific performance) allowed at law or in equity as if specific remedies
were not herein provided for. In addition to the remedies specifically provided
to Tenant hereunder for the breach of any obligation by Landlord, Tenant may
invoke the remedy of specific performance.

         21.7  GRACE PERIOD. Notwithstanding anything to the contrary in this
Article contained, Tenant shall not be deemed to be in default of its
obligations under this Lease unless Tenant fails to cure a breach by Tenant in
its obligations within the following cure periods: (a) for breach by Tenant in
the payment when due of any sum of money, if Tenant shall cure such breach
within five (5) business days after written notice thereof is given by Landlord
to Tenant, provided, however, that no such notice need be given and no such
breach in the payment of money shall be curable if on two (2) prior occasions in
the same twelve (12) month period there had been a breach in the payment of
money which had been cured after notice thereof had been given by Landlord to
Tenant as herein provided or (b) for breach by Tenant in the performance of any
covenant other than a covenant to pay a sum of money, if Tenant shall cure such
breach within a period of thirty (30) days after written notice thereof given by
Landlord to Tenant, or within such additional period as may reasonably be
required to cure such breach if (because of governmental restrictions or any
other cause beyond the reasonable control of Tenant) the breach is of such a
nature that it cannot be cured within such thirty-(30)-day period, provided,
however, (1) that there shall be no extension of time beyond such
thirty-(30)-day period for the curing of any such breach unless, not more than
thirty (30) days after the receipt of the notice of breach, Tenant in writing
(i) shall specify the cause on account of which the breach cannot be cured
during such period and shall advise Landlord of its intention duly to institute
all steps necessary to cure the breach and (ii) shall, as soon as reasonably
practicable, duly institute and thereafter diligently prosecute to completion
all steps necessary to cure such breach and, (2) that no notice of the
opportunity to cure a non-monetary breach need be given, and no grace period
whatsoever shall be allowed to Tenant, if the breach is incurable.

               Notwithstanding anything to the contrary in this Article 21.7
contained, except to the extent prohibited by applicable law, any statutory
notice and grace periods provided to Tenant by law are hereby expressly waived
by Tenant.

22.      END OF TERM - ABANDONED PROPERTY

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<PAGE>

         (a)   Upon the expiration or other termination of the term of this
Lease, Tenant shall peaceably quit and surrender to Landlord the premises and,
subject to Article 11, all alterations and additions thereto, in the condition
in which Tenant is required to repair and maintain the Premises pursuant to
Article 14. Subject to Article 12, Tenant shall remove all of its property and,
to the extent specified by Landlord, all alterations and additions made by
Tenant and all partitions wholly within the premises, and shall repair any
damages to the premises or the Building caused by their installation or by such
removal. Tenant's obligation to observe or perform this covenant shall survive
the expiration or other termination of the term of this Lease.

         (b)   Tenant will remove any personal property from the Building and
the premises upon or prior to the expiration or termination of this Lease and,
subject to Article 13(b), any such property which shall remain in the Building
or the premises thereafter shall be conclusively deemed to have been abandoned,
and may either be retained by Landlord as its property or sold or otherwise
disposed of in such manner as Landlord may see fit. If any part thereof shall be
sold, then Landlord may receive and retain the proceeds of such sale and apply
the same, at its option, against the expenses of the sale, the cost of moving
and storage, any arrears of Yearly Rent, additional or other charges payable
hereunder by Tenant to Landlord and any damages to which Landlord may be
entitled under Article 21 hereof or pursuant to law.

         (c)   If Tenant or anyone claiming under Tenant shall remain in
possession of the premises or any part thereof after the expiration or prior
termination of the term of this Lease without any agreement in writing between
Landlord and Tenant with respect thereto, then, prior to the acceptance of any
payments for rent or use and occupancy by Landlord, the person remaining in
possession shall be deemed a tenant-at-sufferance. Whereas the parties hereby
acknowledge that Landlord may need the premises after the expiration or prior
termination of the term of the Lease for other tenants and that the damages
which Landlord may suffer as the result of Tenant's holding-over cannot be
determined as of the Execution Date hereof, in the event that Tenant so holds
over, Tenant shall pay to Landlord in addition to all rental and other charges
due and accrued under the Lease prior to the date of termination, charges (based
upon fair market rental value of the premises) for use and occupation of the
premises thereafter and, in addition to such sums and any and all other rights
and remedies which Landlord may have at law or in equity, an additional use and
occupancy charge in the amount of fifty percent (50%) of either the Yearly Rent
and other charges calculated (on a daily basis) at the highest rate payable
under the terms of this Lease, but measured from the day on which Tenant's
hold-over commenced and terminating on the day on which Tenant vacates the
premises or the fair market rental value of the premises for such period,
whichever is greater. In addition, if such holdover continues for ten (10) days
or more following the date Tenant receives written notice ("New Lease Notice")
from Landlord that it has entered, or is negotiating to enter, into a lease or
leases with new tenants for the premises or any portion thereof to commence at
any time following such 10-day period, Tenant shall indemnify, defend and hold
Landlord harmless from and against any loss, cost or damages (including, without
limitation reasonable attorneys' fees) which Landlord may actually suffer under,
as a result of or in connection with, the lease or proposed lease

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<PAGE>

described in the New Lease Notice on account of Tenant's holdover. Landlord
agrees that it shall not give Tenant a New Lease Notice on or before the date
six (6) months prior to the expiration, or prior termination, of the term of the
Lease.

23.      SUBORDINATION

         (a)   Subject to the terms of this Article 23 and subject to any
mortgagee's or ground lessor's election, as hereinafter provided for, this Lease
is subject and subordinate in all respects to all matters of record (including,
without limitation, deeds and land disposition agreements), ground leases and/or
underlying leases, and all mortgages, any of which may now or hereafter be
placed on or affect such leases and/or the real property of which the premises
are a part, or any part of such real property, and/or Landlord's interest or
estate therein, and to each advance made and/or hereafter to be made under any
such mortgages, and to all renewals, modifications, consolidations, replacements
and extensions thereof and all substitutions therefor. This Article 23 shall be
self-operative and no further instrument or subordination shall be required. In
confirmation of such subordination, Tenant shall execute, acknowledge and
deliver promptly any certificate or instrument that Landlord and/or any
mortgagee and/or lessor under any ground or underlying lease and/or their
respective successors in interest may reasonably request, subject to Landlord's,
mortgagee's and ground lessor's right to do so for, on behalf and in the name of
Tenant under certain circumstances, as hereinafter provided. Notwithstanding
anything to the contrary in this Article 23 contained, as to any future
mortgages, ground leases, and/or underlying lease or deeds of trust, the herein
provided subordination and attornment shall be effective only if the mortgagee,
ground lessor or trustee therein, as the case may be, agrees, by a written
instrument in recordable form and in the customary form of such mortgagee,
ground lessor, or trustee, with such commercially reasonable modifications
Tenant may request ("Nondisturbance Agreement") that, (i) as long as Tenant
shall not be in terminable default of the obligations on its part to be kept and
performed under the terms of this Lease, this Lease will not be affected and
Tenant's possession hereunder will not be disturbed by any default in,
termination, and/or foreclosure of, such mortgage, ground lease, and/or
underlying lease or deed of trust, as the case may be, and (ii) such mortgagee,
ground lessor or trustee agrees that in no event shall either Landlord or such
mortgagee, ground lessor or trustee have any interest in the proceeds of
insurance relating to either Tenant Work (other than Landlord's Portion of
Tenant's Insurance, if any, as provided in Article 15.4), or any of Tenant's
Trade Fixtures.

         (b)   Any such mortgagee or ground lessor may from time to time
subordinate or revoke any such subordination of the mortgage or ground lease
held by it to this Lease. Such subordination or revocation, as the case may be,
shall be effected by written notice to Tenant and by recording an instrument of
subordination or of such revocation, as the case may be, with the appropriate
registry of deeds or land records and to be effective without any further act or
deed on the part of Tenant. In confirmation of such subordination or of such
revocation, as the case may be, Tenant shall execute, acknowledge and promptly
deliver any certificate or instrument that Landlord, any mortgagee or ground
lessor may request, subject to Landlord's, mortgagee's and ground

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<PAGE>

lessor's right to do so for, on behalf and in the name of Tenant under certain
circumstances, as hereinafter provided.

         (c)   Without limitation of any of the provisions of this Lease, if any
ground lessor or mortgagee shall succeed to the interest of Landlord by reason
of the exercise of its rights under such ground lease or mortgage (or the
acceptance of voluntary conveyance in lieu thereof) or any third party
(including, without limitation, any foreclosure purchaser or mortgage receiver)
shall succeed to such interest by reason of any such exercise or the expiration
or sooner termination of such ground lease, however caused, then such successor
shall succeed to the interest of Landlord under, and be bound by the terms of,
this Lease, provided, however, that such successor shall not: (i) be liable for
any previous act or omission of Landlord under this Lease; provided however,
that nothing herein shall be deemed to be a waiver of Tenant's rights or
remedies in the event such act or omission is of a continuing nature, such as
for example, Landlord's failure to fulfill a repair obligation and such default
is not cured by such successor after such successor acquires the Property
(however, no ground lessor, mortgagee, or successor shall be liable for any tort
claims which Tenant may have against Landlord); (ii) be subject to any offset,
defense, or counterclaim which shall theretofore have accrued to Tenant against
Landlord, except for any offset expressly permitted pursuant to the provisions
of the Lease; (iii) have any obligation with respect to any security deposit
unless it shall have been paid over or physically delivered to such successor;
or (iv) be bound by any previous modification of this Lease in any material
respect, or by any previous payment of Yearly Rent for a period greater than one
(1) month, made without such ground lessor's or mortgagee's consent where such
consent is required by applicable ground lease or mortgage documents. In the
event of such succession to the interest of the Landlord -- and notwithstanding
that any such mortgage or ground lease may antedate this Lease -- the Tenant
shall, subject to receipt of a Nondisturbance Agreement as aforesaid, attorn to
such successor and shall ipso facto be and become bound directly to such
successor in interest to Landlord to perform and observe all the Tenant's
obligations under this Lease without the necessity of the execution of any
further instrument. Nevertheless, Tenant agrees at any time and from time to
time during the term hereof to execute a suitable instrument in confirmation of
Tenant's agreement to attorn, as aforesaid, subject to Landlord's, mortgagee's
and ground lessor's right to do so for, on behalf and in the name of Tenant
under certain circumstances, as hereinafter provided.

         (d)   The term "mortgage(s)" as used in this Lease shall include any
mortgage or deed of trust. The term "mortgagee(s)" as used in this Lease shall
include any mortgagee or any trustee and beneficiary under a deed of trust or
receiver appointed under a mortgage or deed of trust. The term "mortgagor(s)" as
used in this Lease shall include any mortgagor or any grantor under a deed of
trust.

         (e)   Tenant hereby irrevocably constitutes and appoints Landlord or
any such mortgagee or ground lessor, and their respective successors in
interest, acting singly, Tenant's attorney-in-fact to execute and deliver any
such certificate or instrument for, on behalf and in the name of Tenant, in the
following circumstances:

                                       54
<PAGE>

               (i)    Landlord, such mortgagee, or ground lessor ("Requesting
Party") shall have given Tenant a written request ("First Request") therefore,
stating that if Tenant does not timely execute and deliver such certificate or
instrument, the Requesting Party may act as Tenant's attorney-in-fact in
accordance with this Article 23(e), together with a Nondisturbance Agreement, as
defined in Article 23, executed on behalf of the mortgagee, ground lessor, or
trustee in question;

               (ii)   Tenant shall fail to execute and deliver such certificate
or instrument within ten (10) days of the First Request;

               (iii)  The Requesting Party shall, after the expiration of such
ten (10) day period, have given Tenant another request ("Second Request")
therefor, stating that Tenant has failed timely to respond to the First Request
for such certificate or instrument and that if Tenant does not execute and
deliver such certificate or instrument within ten (10) days of the Second
Request, the Requesting Party may act as Tenant's attorney-in-fact in accordance
with this Article 23(e); and

               (iv)   Tenant shall fail to execute and deliver such certificate
or instrument within ten (10) days of the Second Request.

         (f)   Notwithstanding anything to the contrary contained in this
Article 23, if all or part of Landlord's estate and interest in the real
property of which the premises are a part shall be a leasehold estate held under
a ground lease, then: (i) the foregoing subordination provisions of this Article
23 shall not apply to any mortgages of the fee interest in said real property to
which Landlord's leasehold estate is not otherwise subject and subordinate; and
(ii) the provisions of this Article 23 shall in no way waive, abrogate or
otherwise affect any agreement by any ground lessor (x) not to terminate this
Lease incident to any termination of such ground lease prior to its term
expiring or (y) not to name or join Tenant in any action or proceeding by such
ground lessor to recover possession of such real property or for any other
relief.

         (g)   In the event of any failure by Landlord to perform, fulfill or
observe any agreement by Landlord herein, in no event will the Landlord be
deemed to be in default under this Lease permitting Tenant to exercise any or
all rights or remedies under this Lease until the Tenant shall have given
written notice of such failure to any mortgagee (ground lessor and/or trustee)
of which Tenant shall have been advised and until a reasonable period of time
shall have elapsed following the giving of such notice, during which such
mortgagee (ground lessor and/or trustee) shall have the right, but shall not be
obligated, to remedy such failure.

         (h)   Landlord covenants and agrees not to consent to any rights,
easements, or restrictions or reservations with respect to the Complex that are
inconsistent with any of Tenant's rights under this Lease, including, without
limitation, Tenant's Parking Rights.

24.      QUIET ENJOYMENT

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<PAGE>

         Landlord covenants that if, and so long as, Tenant keeps and performs
each and every covenant, agreement, term, provision and condition herein
contained on the part and on behalf of Tenant to be kept and performed, Tenant
shall quietly enjoy the premises from and against the claims of all persons
claiming by, through or under Landlord subject, nevertheless, to the covenants,
agreements, terms, provisions and conditions of this Lease and to the mortgages,
ground leases and/or underlying leases to which this Lease is subject and
subordinate, as hereinabove set forth.

         Landlord warrants that: (a) Landlord holds the fee interest in the
Complex, (b) Landlord has the authority to enter into this Lease with Tenant;
and (c) the execution of this Lease does not conflict with any agreements to
which Landlord is a party, or, to the best of Landlord's knowledge, to which
Landlord is subject.

         Without incurring any liability to Tenant, Landlord may permit access
to the premises and open the same, whether or not Tenant shall be present, upon
any demand of any receiver, trustee, assignee for the benefit of creditors,
sheriff, marshal or court officer entitled to, or reasonably purporting to be
entitled to, such access for the purpose of taking possession of, or removing,
Tenant's property or for any other lawful purpose (but this provision and any
action by Landlord hereunder shall not be deemed a recognition by Landlord that
the person or official making such demand has any right or interest in or to
this Lease, or in or to the premises), or upon demand of any representative of
the fire, police, building, sanitation or other department of the city, state or
federal governments. Upon any such demand, Landlord shall notify Tenant and
shall make reasonable efforts to afford Tenant an opportunity to make a
representative of Tenant available at the Premises.

25.      ENTIRE AGREEMENT -- WAIVER -- SURRENDER

         25.1  ENTIRE AGREEMENT. This Lease and the Exhibits and Rider made a
part hereof contain the entire and only agreement between the parties and any
and all statements and representations, written and oral, including previous
correspondence and agreements between the parties hereto, are merged herein.
Tenant acknowledges that all representations and statements upon which it relied
in executing this Lease are contained herein and that the Tenant in no way
relied upon any other statements or representations, written or oral. Any
executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of this Lease in whole or in part unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

         25.2  WAIVER BY LANDLORD. The failure of Landlord to seek redress for
violation, or to insist upon the strict performance, of any covenant or
condition of this Lease, or any of the Rules and Regulations promulgated
hereunder, shall not prevent a subsequent act, which would have originally
constituted a violation, from having all the force and effect of an original
violation. The receipt by Landlord of rent with knowledge of the breach of any
covenant of this Lease shall not be deemed a waiver of such breach. The failure
of Landlord to enforce any of such Rules and Regulations against Tenant

                                       56
<PAGE>

and/or any other tenant in the Building shall not be deemed a waiver of any such
Rules and Regulations. No provisions of this Lease shall be deemed to have been
waived by Landlord unless such waiver be in writing signed by Landlord. No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly
rent herein stipulated shall be deemed to be other than on account of the
stipulated rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy
in this Lease provided.

         25.3  SURRENDER. No act or thing done by Landlord during the term
hereby demised shall be deemed an acceptance of a surrender of the premises, and
no agreement to accept such surrender shall be valid, unless in writing signed
by Landlord. No employee of Landlord or of Landlord's agents shall have any
power to accept the keys of the premises prior to the termination of this Lease.
The delivery of keys to any employee of Landlord or of Landlord's agents shall
not operate as a termination of the Lease or a surrender of the premises. In the
event that Tenant at any time desires to have Landlord underlet the premises for
Tenant's account, Landlord or Landlord's agents are authorized to receive the
keys for such purposes without releasing Tenant from any of the obligations
under this Lease, and Tenant hereby relieves Landlord of any liability for loss
of or damage to any of Tenant's effects in connection with such underletting.

26.      INABILITY TO PERFORM - EXCULPATORY CLAUSE

         (a)   Except as expressly provided in this Lease, this Lease and the
obligations of Tenant to pay rent hereunder and perform all the other covenants,
agreements, terms, provisions and conditions hereunder on the part of Tenant to
be performed shall in no way be affected, impaired or excused because Landlord
is unable to fulfill any of its obligations under this Lease or is unable to
supply or is delayed in supplying any service expressly or impliedly to be
supplied or is unable to make or is delayed in making any repairs, replacements,
additions, alterations, improvements or decorations or is unable to supply or is
delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of strikes or labor troubles or any other
similar or dissimilar cause whatsoever beyond Landlord's reasonable control,
including but not limited to, governmental preemption in connection with a
national emergency or by reason of any rule, order or regulation of any
department or subdivision thereof of any governmental agency or by reason of the
conditions of supply and demand which have been or are affected by war,
hostilities or other similar or dissimilar emergency. Financial inability shall
not be considered a cause beyond Landlord's reasonable control excusing
Landlord's performance hereunder. In each such instance of inability of Landlord
to perform, Landlord shall exercise reasonable diligence to eliminate the cause
of such inability to perform.

         (b)   Tenant shall neither assert nor seek to enforce any claim against
Landlord, or Landlord's agents or employees, or the assets of Landlord or of
Landlord's agents or employees, for breach of this Lease or otherwise, other
than against Landlord's interest in

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<PAGE>

the Building of which the premises are a part and in the uncollected rents,
issues and profits thereof, and Tenant agrees to look solely to such interest
for the satisfaction of any liability of Landlord under this Lease, it being
specifically agreed that in no event shall Landlord or Landlord's agents or
employees (or any of the officers, trustees, directors, partners, beneficiaries,
joint venturers, members, stockholders or other principals or representatives,
and the like, disclosed or undisclosed, thereof) ever be personally liable for
any such liability. This paragraph shall not limit any right that Tenant might
otherwise have to obtain injunctive relief against Landlord or to take any other
action which shall not involve the personal liability of Landlord to respond in
monetary damages from Landlord's assets other than the Landlord's interest in
said real estate, as aforesaid.

         (c)   In no event shall Landlord or Landlord's agents or employees (or
any of the officers, trustees, directors, partners, beneficiaries, joint
venturers, members, stockholders or other principals or representatives and the
like, disclosed or undisclosed, thereof) ever be liable for consequential or
incidental damages. Without limiting the foregoing, in no event shall Landlord
or Landlord's agents or employees (or any of the officers, trustees, directors,
partners, beneficiaries, joint venturers, members, stockholders or other
principals or representatives and the like, disclosed or undisclosed, thereof)
ever be liable for lost profits of Tenant.

         (d)   Except as set forth in this Article 26(d), Tenant shall not be
liable to Landlord for indirect or consequential damages. Notwithstanding the
foregoing, in the event that Tenant is required to indemnify Landlord against
the claim of a third party pursuant to Article 15.3, and if such third party
recovers a judgment against Landlord for indirect or consequential damages based
upon the negligence or willful misconduct of Tenant, its contractors, agents or
employees, Tenant shall be liable for such indirect or consequential damages
suffered by such third party. The foregoing shall not limit Landlord's right to
recover damages in accordance with Article 21.3 (x) or (y) or to recover damages
in accordance with the last paragraph of Article 22 as the result of a holdover
by Tenant in the premises beyond the term of the Lease.

         (e)   If by reason of Landlord's failure to timely to complete
Landlord's Work, Tenant's sole and exclusive remedy shall be as set forth in
Article 4.4.

27.      BILLS AND NOTICES

         Any notice, consent, request, bill, demand or statement hereunder by
either party to the other party shall be in writing and, if received at
Landlord's or Tenant's address, shall be deemed to have been duly given when
either (i) delivered or served personally, (ii) sent by recognized overnight
courier service, or mailed in a postpaid envelope deposited in the United States
mail addressed to Landlord at its address as stated in Exhibit 1 and to Tenant
at the premises (or at Tenant's address as stated in Exhibit 1, if mailed prior
to Tenant's occupancy of the premises), or if any address for notices shall have
been duly changed as hereinafter provided, if mailed as aforesaid to the party
at such changed address, or (iii) by facsimile transmission by machine providing

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<PAGE>

confirmation of delivery provided that the writing is also transmitted on the
same day by the method specified in (ii) above; provided, however, that in the
case of (i) and (ii), where a time period hereunder commences upon the giving of
notice, such notice shall be deemed given when postal records indicate delivery
was either made or first attempted. Either party may at any time change the
address or specify an additional address for such notices, consents, requests,
bills, demands or statements by delivering or mailing, as aforesaid, to the
other party a notice stating the change and setting forth the changed or
additional address, provided such changed or additional address is within the
United States.

         If Tenant is a partnership, Tenant, for itself, and on behalf of all of
its partners, hereby appoints Tenant's Service Partner, as identified on Exhibit
1, to accept service of any notice, consent, request, bill, demand or statement
hereunder by Landlord and any service of process in any judicial proceeding with
respect to this Lease on behalf of Tenant and as agent and attorney-in-fact for
each partner of Tenant.

         All bills and statements for reimbursement or other payments or charges
due from Tenant to Landlord hereunder shall be due and payable in full thirty
(30) days, unless herein otherwise provided, after submission thereof by
Landlord to Tenant. Tenant's failure to make timely payment of any amounts
indicated by such bills and statements, whether for work done by Landlord at
Tenant's request, reimbursement provided for by this Lease or for any other sums
properly owing by Tenant to Landlord, shall be treated as a default in the
payment of rent, in which event Landlord shall have all rights and remedies
provided in this Lease for the nonpayment of rent.

28.      PARTIES BOUND -- SEIZING OF TITLE

         The covenants, agreements, terms, provisions and conditions of this
Lease shall bind and benefit the successors and assigns of the parties hereto
with the same effect as if mentioned in each instance where a party hereto is
named or referred to, except that no violation of the provisions of Article 16
hereof shall operate to vest any rights in any successor or assignee of Tenant
and that the provisions of this Article 28 shall not be construed as modifying
the conditions of limitation contained in Article 21 hereof

         If, in connection with or as a consequence of the sale, transfer or
other disposition of the real estate (land and/or Building, either or both, as
the case may be) of which the premises are a part, Landlord ceases to be the
owner of the reversionary interest in the premises, Landlord shall be entirely
freed and relieved from the performance and observance thereafter of all
covenants and obligations hereunder on the part of Landlord thereafter to be
performed and observed, it being understood and agreed in such event (and it
shall be deemed and construed as a covenant running with the land) that the
person succeeding to Landlord's ownership of said reversionary interest shall
thereupon and thereafter assume, and perform and observe, any and all of such
covenants and obligations of Landlord.

29.      MISCELLANEOUS

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<PAGE>

         29.1  SEPARABILITY. If any Provision of this Lease or portion of such
provision or the application thereof to any person or circumstance is for any
reason held invalid or unenforceable, the remainder of the Lease (or the
remainder of such provision) and the application thereof to other persons or
circumstances shall not be affected thereby.

         29.2  CAPTIONS, ETC. The captions are inserted only as a matter of
convenience and for reference, and in no way define, limit or describe the scope
of this Lease nor the intent of any provisions thereof. References to "State"
shall mean, where appropriate, the District of Columbia and other Federal
territories, possessions, as well as a state of the United States.

         29.3  BROKER

         (a)   Tenant represents and warrants that it has not directly or
indirectly dealt, with respect to the leasing of space in the Building or the
Complex (called "Building, etc." in this Article 29.3) with any broker or had
its attention called to the Premises or other space to let in the Building, etc.
by anyone other than the brokers, persons, or firms designated in Exhibit 1.
Tenant agrees to defend, exonerate and save harmless and indemnify Landlord and
anyone claiming by, through or under Landlord against any claims for a
commission arising in breach of the representation and warranty set forth in the
immediately preceding sentence.

         (b)   Landlord shall be solely responsible for the payment of brokerage
commissions to the broker, person or firm, if any, designated in Exhibit 1.
Landlord represents and warrants that, in connection with the execution and
delivery of the Lease, it has not directly or indirectly dealt with any broker
other than the brokers designated on Exhibit 1. Landlord agrees to defend,
exonerate, save harmless, and indemnify Tenant and anyone claiming by, through,
or under Tenant against any claims arising in breach of the representation and
warranty set forth in the immediately preceding sentence.

         29.4  MODIFICATIONS. If in connection with obtaining financing for the
Building, a bank, insurance company, pension trust or other institutional lender
shall request reasonable modifications in this Lease as a condition to such
financing, Tenant will not unreasonably withhold, delay or condition its consent
thereto, provided that such modifications do not increase the obligations of
Tenant hereunder or materially adversely affect the leasehold interest hereby
created or Tenant's rights and interests hereunder.

         29.5  ARBITRATION. Any disputes relating to provisions or obligations
in this Lease as to which a specific provision for a reference to arbitration is
made herein shall be submitted to arbitration in accordance with the provisions
of applicable state law (as identified on Exhibit 1), as from time to time
amended. Arbitration proceedings, including the selection of an arbitrator,
shall be conducted pursuant to the rules, regulations and procedures from time
to time in effect as promulgated by the American Arbitration Association. Prior
written notice of application by either party for arbitration shall be given to
the other at least ten (10) days before submission of the application to

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<PAGE>

the said Association's office in the City wherein the Building is situated (or
the nearest other city having an Association office). The arbitrator shall hear
the parties and their evidence. The decision of the arbitrator shall be binding
and conclusive, and judgment upon the award or decision of the arbitrator may be
entered in the appropriate court of law (as identified on Exhibit 1); and the
parties consent to the jurisdiction of such court and further agree that any
process or notice of motion or other application to the Court or a Judge thereof
may be served outside the State wherein the Building is situated by registered
mail or by personal service, provided a reasonable time for appearance is
allowed. The costs and expenses of each arbitration hereunder and their
apportionment between the parties shall be determined by the arbitrator in his
award or decision. No arbitrable dispute shall be deemed to have arisen under
this Lease prior to (i) the expiration of the period of twenty (20) days after
the date of the giving of written notice by the party asserting the existence of
the dispute together with a description thereof sufficient for an understanding
thereof; and (ii) where a Tenant payment (e.g., Tax Excess or Operating Expense
Excess under Article 9 hereof) is in issue, the amount billed by Landlord having
been paid by Tenant.

         29.6  GOVERNING LAW. This Lease is made pursuant to, and shall be
governed by, and construed in accordance with, the laws of the State wherein the
Building is situated and any application local municipal rules, regulations,
by-laws, ordinances and the like.

         29.7  ASSIGNMENT OF RENTS. With reference to any assignment by Landlord
of its interest in this Lease, or the rents payable hereunder, conditional in
nature or otherwise, which assignment is made to or held by a bank, trust
company, insurance company or other institutional lender holding a mortgage or
ground lease on the Building, Tenant agrees:

         (a)   that the execution thereof by Landlord and the acceptance thereof
by such mortgagee and/or ground lessor shall never be deemed an assumption by
such mortgagee and/or ground lessor of any of the obligations of the Landlord
thereunder, unless such mortgagee and/or ground lessor shall, by written notice
sent to the Tenant, specifically otherwise elect; and

         (b)   that, except as aforesaid, such mortgagee and/or ground lessor
shall be treated as having assumed the landlord's obligations thereunder only
upon foreclosure of such mortgagee's mortgage or deed of trust or termination of
such ground lessor's ground lease or the taking of possession of the demised
premises by such mortgagee or ground lessor.

         29.8  REPRESENTATION OF AUTHORITY. By his execution hereof each of the
signatories on behalf of the respective parties hereby warrants and represents
to the other that he is duly authorized to execute this Lease on behalf of such
party. If Tenant is a corporation, Tenant hereby appoints the signatory whose
name appears below on behalf of Tenant as Tenant's attorney-in-fact for the
purpose of executing this Lease for and on behalf of Tenant.

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<PAGE>

         29.9  EXPENSES INCURRED BY LANDLORD UPON TENANT REQUESTS. Tenant shall,
upon demand, reimburse Landlord for all reasonable expenses, including, without
limitation, legal fees, incurred by Landlord in connection with all requests by
Tenant for consents, approvals or execution of collateral documentation related
to this Lease, including, without limitation, costs incurred by Landlord in the
review and approval of Tenant's plans and specifications in connection with
proposed alterations to be made by Tenant to the premises, requests by Tenant to
sublet the premises or assign its interest in the lease, the execution by
Landlord of estoppel certificates requested by Tenant, and requests by Tenant
for Landlord to execute waivers of Landlord's interest in Tenant's property in
connection with third party financing by Tenant. Such costs shall be deemed to
be additional rent under the Lease.

         29.10 SURVIVAL. Without limiting any other obligation of the Tenant
which may survive the expiration or prior termination of the term of the Lease,
all obligations on the part of Tenant to indemnify, defend, or hold Landlord
harmless, as set forth in this Lease (including, without limitation, Tenant's
obligations under Articles 13(d), 15.3, and 29.3) shall survive the expiration
or prior termination of the term of the Lease.

         29.11 TENANT'S RIGHT TO CONTEST. Notwithstanding any term of provision
herein to the contrary, in any instance that Tenant is required hereunder to
comply with any law, by-law, ordinance, code, rule, regulation, order or other
lawful requirement of any governmental body having jurisdiction, Tenant shall
have the right to defer such compliance while contesting the same in good faith,
provided that such contest is made in a lawful manner, with sufficient security
provided, in Landlord's reasonable opinion, to avoid any damage or loss which
Landlord may suffer.

         29.12 RECORDATION. Tenant shall not record this Lease. Either Landlord
or Tenant may require that a notice of lease, in form and substance as may be
required by law and otherwise reasonably acceptable to Landlord and Tenant, be
executed, acknowledged, and delivered by both parties and recorded. The party
requesting or requiring such recording shall pay all recording feed in
connection therewith.

         29.13 EXHIBITS. The Exhibits and Rider to Lease attached hereto are
incorporated by reference herein and area part hereof.

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<PAGE>

IN WITNESS WHEREOF the parties hereto have executed this Indenture of Lease in
multiple copies, each to be considered an original hereof, as a sealed
instrument on the day and year noted in Exhibit 1 as the Execution Date.

LANDLORD:                                 TENANT:
LINCOLN-FRANKLIN, LLC                     SMTC MANUFACTURING
                                          CORPORATION OF
                                          MASSACHUSETTS

By:   Lincoln Investors Group 2, Inc.
Its:  Managing Member

By:   /s/ WILLIAM M. HICKEY               By:   /s/ THOMAS HARRINGTON
          -----------------------               -----------------------
Name: William M. Hickey                   Name: Thomas Harrington
Its:  Vice President                      Its:  President
      Hereunto Duly Authorized                  Hereunto Duly Authorized

         IF TENANT IS A CORPORATION, A SECRETARY'S OR CLERK'S CERTIFICATE OF
THE AUTHORITY AND THE INCUMBENCY OF THE PERSON SIGNING ON BEHALF OF TENANT
SHOULD BE ATTACHED.

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<PAGE>

COMMONWEALTH, DISTRICT OR
STATE OF MASSACHUSETTS

COUNTY OF MIDDLESEX

         On the Execution Date stated in Exhibit 1, the person above signing
this Lease for and on behalf of the Tenant, to me personally known, did sign and
execute this Lease and, being by me duly sworn, did depose and say that he is
the officer of the above named Tenant, as noted, and that he signed his name
hereto by order of the Board of Directors of said Tenant.

                                    /s/ [SIGNATURE APPEARS HERE]
                                        ------------------------
                                        Notary Public
                                        My Commission Expires: May 31, 2007
                                                               ------------


COMMONWEALTH OF VIRGINIA

COUNTY OF ARLINGTON

         On the Execution Date stated in Exhibit 1, the person above signing
this Lease for and on behalf of Landlord to me personally known, did sign and
execute this Lease and, being by me duly sworn, did depose and say that he is
the duly authorized representative of Landlord.

                                    /s/ LISA J. BELLE
                                        -----------------------
                                        Notary Public
                                        My Commission Expires: July 31, 2001
                                                               -------------

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