<PAGE>   1
                                                                    Exhibit 10.5



                             LEASE AGREEMENT BETWEEN



                     W9/TIB REAL ESTATE LIMITED PARTNERSHIP,

                                AS LANDLORD, AND



                             EVERGREEN SOLAR, INC.,

                                    AS TENANT




                             DATED JANUARY 31, 2000


<PAGE>   2


                             BASIC LEASE INFORMATION

Lease Date:         January 31, 2000

Tenant:             EVERGREEN SOLAR, INC., a Delaware corporation

Landlord:           W9/TIB REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited
                    partnership

Premises:           One entire building containing approximately 56,250 rentable
                    square feet in a two-building complex containing
                    approximately 112,500 rentable square feet (the "BUILDING"),
                    whose street address is 259 Cedar Hill Road, Marlborough,
                    Massachusetts, together with the right in common with others
                    in the Building to use (a) the parking areas on the Land (as
                    hereinafter defined), (b) the driveways and walkways
                    necessary for access to the Building and such parking areas,
                    (c) the loading docks relating to the Building, subject to
                    Landlord's reasonable rules and regulations promulgated
                    according to Section 13 of this Lease, (d) the wires,
                    cables, pipes, mains, conduits, trenches and other fixtures,
                    facilities and equipment necessary or convenient to provide
                    electricity, telephone, cable, gas, water, sewer and other
                    utility and telecommunications services to the Premises, and
                    (e) such other common areas and facilities as Landlord may
                    designate from time to time, and together with the exclusive
                    right to maintain, repair, replace, use and operate the
                    Exterior Trade Fixtures (as hereinafter defined) in the
                    location shown on the plan attached to this Lease as EXHIBIT
                    D-2. The Premises are outlined as Building "B" on the plan
                    attached to the Lease as EXHIBIT A. The land on which the
                    Building is located (the "LAND") is described on EXHIBIT B.
                    The term "Building" includes the Land and the driveways,
                    parking facilities and similar improvements on the Land.

Term:               Approximately one hundred twenty (120) months, commencing on
                    the earlier of (i) July 1, 2000, (ii) substantial completion
                    of the Work (as hereinafter defined) and the issuance of a
                    temporary certificate of occupancy provided Tenant
                    diligently pursues the receipt of the temporary certificate
                    of occupancy and the temporary certificate of occupancy does
                    not require the completion of any items which would
                    substantially interfere with Tenant's use and occupancy of
                    the Premises for the Permitted Use, or (iii) the date Tenant
                    occupies the Premises for the Permitted Use and not for the
                    construction and installation of the Work (such earlier date
                    being the "COMMENCEMENT DATE") and ending at 11:59 p.m. on
                    the last day of the one hundred twentieth (120) full
                    calendar month following the Commencement Date, subject to
                    adjustment and earlier termination as provided in the Lease.


                                      -i-
<PAGE>   3


Basic Rent:         Basic Rent shall be the following amounts for the following
                    periods of time:

<TABLE>
<CAPTION>
                             LEASE MONTH                                 MONTHLY BASIC RENT
                             -----------                                 ------------------

<S>                                                                      <C>
                             1-12                                        $38,671.88

                             13-36                                       $39,843.75

                             37-60                                       $41,015.63

                             61-84                                       $42,187.50

                             85-96                                       $43,359.38

                             97-120                                      $44,531.25
</TABLE>

                    As used herein, the term "LEASE MONTH" shall mean each
                    calendar month during the Term (and if the Commencement Date
                    does not occur on the first day of a calendar month, the
                    period from the Commencement Date to the first day of the
                    next calendar month shall be included in the first Lease
                    Month for purposes of determining the duration of the Term
                    and the monthly Basic Rent rate applicable for such partial
                    month).

Security Deposit:   Subject to the provisions of Section 6 of the Lease,
                    $464,000.00.

Rent:               Basic Rent, Taxes, Additional Rent, and all other sums that
                    Tenant may owe to Landlord or otherwise be required to pay
                    under the Lease.

Permitted Use:      Subject to and to the extent permitted by all applicable
                    Laws: general administration, sales and other general office
                    purposes; research and development; assembly, testing and
                    manufacture of photovoltaic products and systems; storage
                    and warehousing; and shipping and distribution.

Tenant's
Proportionate Share
of the Building:    50%, which is the percentage obtained by dividing the 56,250
                    rentable square feet in the Premises by the 112,500 rentable
                    square feet in the Building. Landlord and Tenant stipulate
                    that the number of rentable square feet in the Premises and
                    in the Building set forth above shall be binding upon them.

Initial Liability
Insurance Amount:   $3,000,000.00 per occurrence


                                      -ii-
<PAGE>   4


Maximum Construction
Allowance:               $679,500.00 ($12.08 per rentable square foot).

<TABLE>
<CAPTION>
Tenant's Address:        Prior to Commencement Date:                 Following Commencement
                         --------------------------                  ----------------------
                                                                     Date:
                                                                     -----

<S>                                                                  <C>
                         211 Second Avenue                           259 Cedar Hill Street
                         Waltham, MA 02451                           Marlborough, MA 01752
                         Attn: Mark A. Farber                        Attn: President

                         At all times with a copy to:
                         Testa, Hurwitz & Thibeault, LLP
                         125 High Street
                         Boston, MA 02110
                         Attn: Real Estate Department
</TABLE>



<TABLE>
<CAPTION>
Landlord's Address:      For All Notices:                        With a Copy To:
                         ---------------                         --------------

<S>                                                              <C>
                         Archon Group, L.P.                      Choate, Hall & Stewart
                         1275 K Street NW, Suite 900             Exchange Place
                         Washington, D.C. 20005                  53 State Street
                                                                 Boston, MA 02109-2891
                                                                 Attn: Anne Rickard Jackowitz, P.C.
</TABLE>


                                     -iii-
<PAGE>   5


The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.

                                        LANDLORD:

                                        W9/TIB REAL ESTATE LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                        By:  W9/TIB Gen-Par, Inc., a Delaware
                                             corporation, its general partner

                                             By: /s/ Stephen M. Abelman
                                                --------------------------------
                                             Name: Stephen M. Abelman
                                                  ------------------------------
                                             Title: Assistant Vice President
                                                   -----------------------------


                                        TENANT:

                                        EVERGREEN SOLAR, INC., a Delaware
                                        corporation

                                        By: /s/ Mark A. Farber
                                           -------------------------------------
                                        Name: Mark A. Farber
                                             -----------------------------------
                                        Title: President/Vice President


                                        By: /s/ Richard G. Chleboski
                                           -------------------------------------
                                        Name: Richard G. Chleboski
                                             -----------------------------------
                                        Title: Treasurer/Assistant Treasurer


                                      -iv-
<PAGE>   6


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>                                                                                                            <C>
1.    Definitions and Basic Provisions............................................................................1

2.    Lease Grant.................................................................................................1

3.    Term........................................................................................................1

4.    Rent........................................................................................................1

   (a)   Rent.....................................................................................................1
   (b)   Operating Costs; Taxes...................................................................................2

5.    Delinquent Payment: Handling Charges........................................................................4

6.    Security Deposit............................................................................................5

7.    Landlord's Obligations......................................................................................7

   (a)   Services.................................................................................................7
   (b)   Excess Utilities Use.....................................................................................8
   (c)   Restoration of Services: Abatement.......................................................................8

8.    Improvements; Alterations; Repairs; Maintenance.............................................................8

   (a)   Improvements; Alterations................................................................................8
   (b)   Repairs; Maintenance.....................................................................................9
   (c)   Performance of Work......................................................................................9
   (d)   Mechanic's Liens........................................................................................10
   (e)   Utilities...............................................................................................10
   (f)   Floor Load; Heavy Machinery.............................................................................10

9.    Use........................................................................................................11

10.   Assignment and Subletting..................................................................................11

   (a)   Transfers...............................................................................................11
   (b)   Consent Standards.......................................................................................11
   (c)   Request for Consent.....................................................................................11
   (d)   Conditions to Consent...................................................................................12
   (e)   Cancellation............................................................................................12
   (f)   Additional Compensation.................................................................................12
   (g)   Permitted Transfers.....................................................................................12

11.   Insurance; Waivers; Subrogation; Indemnity.................................................................13

   (a)   Tenant's Insurance......................................................................................14
   (b)   Landlord's Insurance....................................................................................14
   (c)   Waiver of Negligence; No Subrogation....................................................................14
   (d)   Tenant's Indemnity......................................................................................14
</TABLE>


                                      -v-
<PAGE>   7


<TABLE>
<CAPTION>
<S>                                                                                                             <C>
   (e) Landlord's Indemnity......................................................................................15

12.   Subordination; Attornment; Notice to Landlord's Mortgagee..................................................15

   (a)   Subordination...........................................................................................15
   (b)   Attornment..............................................................................................15
   (c)   Notice to Landlord's Mortgagee..........................................................................15
   (d)   Landlord's Mortgagee's Protection Provisions............................................................16
   (e)   Subordination, Non-Disturbance and Attornment Agreement.................................................16

13.   Rules and Regulations......................................................................................16

14.   Condemnation...............................................................................................17

   (a)   Total Taking............................................................................................17
   (b)   Partial Taking - Tenant's Rights........................................................................17
   (c)   Partial Taking - Landlord's Rights......................................................................17
   (d)   Award...................................................................................................17

15.   Fire or Other Casualty.....................................................................................17

   (a)   Repair Estimate.........................................................................................17
   (b)   Landlord's and Tenant's Rights..........................................................................17
   (c)   Landlord's Rights.......................................................................................18
   (d)   Repair Obligation.......................................................................................18

16.   Personal Property Taxes....................................................................................18

17.   Events of Default..........................................................................................18

18.   Remedies...................................................................................................19

19.   Payment by Tenant; Non-Waiver..............................................................................20

   (a)   Payment by Tenant.......................................................................................20
   (b)   No Waiver...............................................................................................21

20.   Landlord's Lien............................................................................................21

21.   Surrender of Premises......................................................................................21

22.   Holding Over...............................................................................................21

23.   Certain Rights Reserved by Landlord........................................................................22

24.   Intentionally Omitted......................................................................................22

25.   Miscellaneous..............................................................................................22

   (a)   Landlord Transfer.......................................................................................22
   (b)   Landlord's Liability....................................................................................22
   (c)   Force Majeure...........................................................................................23
   (d)   Brokerage...............................................................................................23
</TABLE>


                                      -vi-
<PAGE>   8


<TABLE>
<CAPTION>
<S>                                                                                                             <C>
   (e)   Estoppel Certificates...................................................................................23
   (f)   Notices.................................................................................................23
   (g)   Separability............................................................................................23
   (h)   Amendments, and Binding Effect..........................................................................23
   (i)   Quiet Enjoyment.........................................................................................24
   (j)   No Merger...............................................................................................24
   (k)   No Offer................................................................................................24
   (l)   Entire Agreement........................................................................................24
   (m)   Waiver of Jury Trial....................................................................................24
   (n)   Governing Law...........................................................................................24
   (o)   Joint and Several Liability.............................................................................24
   (p)   Financial Reports.......................................................................................24
   (q)   Landlord's Fees.........................................................................................25
   (r)   Telecommunications......................................................................................25
   (s)   Confidentiality.........................................................................................25
   (t)   Hazardous Materials.....................................................................................26
   (u)   List of Exhibits........................................................................................26

26.   Other Provisions...........................................................................................27
</TABLE>


                                     -vii-
<PAGE>   9


                              LIST OF DEFINED TERMS

<TABLE>
<CAPTION>
<S>                                               <C>
Additional Rent.................................... 2
Affiliate.......................................... 1
Amendment........................................ E-1
AS-IS............................................ D-1
Basic Lease Information............................ 1
Basic Rent......................................... i
Building........................................... i
Casualty.......................................... 15
Collateral........................................ 18
Commencement Date.................................. i
Construction Allowance........................... D-2
Damage Notice..................................... 15
GAAP.............................................. 12
Hazardous Materials............................... 23
HVAC............................................... 6
including.......................................... 1
Land............................................... i
Landlord's Mortgagee.............................. 13
Landlord........................................... 1
Law................................................ 1
Laws............................................... 1
Lease.............................................. 1
Lease Month........................................ i
Loss.............................................. 13
Operating Costs.................................... 2
Operating Costs and Tax Statement.................. 3
Packing Area..................................... G-1
Permitted Transfer................................ 11
Permitted Transferee.............................. 11
Permitted Use..................................... ii
Premises........................................... i
Punchlist Items.................................. E-1
Rent............................................... i
Security Deposit.................................. ii
Taking............................................ 14
Tangible Net Worth................................ 12
Taxes.............................................. 3
Tenant............................................. 1
Tenant Party....................................... 1
Tenant's Proportionate Share...................... ii
Term............................................... i
Total Construction Costs......................... D-2
Transfer.......................................... 10
UCC............................................... 19
Work............................................. D-1
Working Drawings................................. D-1
</TABLE>


                                     -viii-
<PAGE>   10


                                      LEASE

     THIS LEASE AGREEMENT (this "LEASE") is entered into as of January 31, 2000,
between W9/TIB REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership
("LANDLORD"), and EVERGREEN SOLAR, INC., a Delaware corporation ("TENANT").

     1.   DEFINITIONS AND BASIC PROVISIONS. The definitions and basic provisions
set forth in the Basic Lease Information (the "BASIC LEASE INFORMATION")
executed by Landlord and Tenant contemporaneously herewith are incorporated
herein by reference for all purposes. Additionally, the following terms shall
have the following meanings when used in this Lease: "LAWS" means all federal,
state, and local laws, rules and regulations, all court orders, governmental
directives, and governmental orders, and all restrictive covenants affecting the
Building as of the date of this Lease, and "LAW" shall can any of the foregoing;
"AFFILIATE" means any person or entity which, directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common
control with the party in question; "TENANT PARTY" means any of the following
persons: Tenant; any assignees claiming by, through, or under Tenant; any
subtenants claiming by, through, or under Tenant; and any of their respective
agents, contractors, employees, and invitees; and "INCLUDING" means including,
without limitation.

     2.   LEASE GRANT. Subject to the terms of this Lease, Landlord leases to
Tenant, and Tenant leases from Landlord, the Premises for the Term.

     3.   TERM. Landlord shall deliver the Premises to Tenant, in broom-clean
condition and free of tenants and occupants and their possessions, within three
(3) business days after the execution of this Lease (the "ESTIMATED DELIVERY
DATE"). Before the Commencement Date, Tenant shall have the right to enter,
occupy and use the Premises for the purposes of constructing, installing and
completing the Work (as hereinafter defined) and installing Tenant's furniture,
trade fixtures and personal property, on the terms and condition of this Lease,
except that Tenant shall have no obligation to make any payments on account of
Basic Rent, Additional Rent or Taxes until the Commencement Date. If the
Premises are not delivered to Tenant on the Estimated Delivery Date, then (a)
Landlord shall not be in default hereunder or be liable for damages therefor,
and (b) Tenant shall accept possession of the Premises when Landlord tenders
possession thereof to Tenant. By occupying the Premises, Tenant shall be deemed
to have accepted the Premises in their condition as of the date of such
occupancy. Tenant shall execute and deliver to Landlord, within ten days after
Landlord has request the same, an amendment substantially in the form of EXHIBIT
E hereto confirming the Commencement Date and the expiration date of the initial
Term, that Tenant has accepted the Premises, and that Landlord has performed all
of its obligations with respect to the Premises (except as otherwise specified
in said Amendment).

     4.   RENT.

          (a)  PAYMENT. Commencing as of the Commencement Date, Tenant shall
timely pay to Landlord Basic Rent and all additional sums to be paid by Tenant
to Landlord under this Lease, without notice, deduction or set off, except as
otherwise expressly provided in this Lease,


<PAGE>   11


at Landlord's address provided for in this Lease or as otherwise specified by
Landlord and shall be accompanied by all applicable state and local sales or use
taxes. Basic Rent, adjusted as herein provided, shall be payable monthly in
advance. The first full monthly installment of Basic Rent shall be payable
contemporaneously with the execution of this Lease; thereafter, Basic Rent shall
be payable on the first day of each month beginning on the first day of the
second full calendar month of the Term. The monthly Basic Rent for any partial
month at the beginning of the Term shall equal the product of 1/365 of the
annual Basic Rent in effect during the partial month and the number of days in
the partial month from and after the Commencement Date, and shall be due on the
Commencement Date.

          (b)  OPERATING COSTS; TAXES

               (1)  Tenant shall pay all Operating Costs (defined below)
respecting the Premises ("ADDITIONAL RENT") and its Proportionate Share of
Operating Costs relating to the Building attributable to any period included in
the Term according to the terms of this Section 4.(b). Landlord may make a good
faith estimate of the Additional Rent to be due by Tenant for any calendar year
or part thereof during the Term, and Tenant shall pay to Landlord, on the
Commencement Date and on the first day of each calendar month thereafter, an
amount equal to the estimated Additional Rent for such calendar year or part
thereof divided by the number of months in such year or partial years. From time
to time, Landlord may reasonably estimate and re-estimate the Additional Rent to
be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant.
Thereafter, the monthly installments of Additional Rent payable by Tenant shall
be appropriately adjusted in accordance with the estimations so that, by the end
of the calendar year in question, Tenant shall have paid all of the Additional
Rent as reasonably estimated by Landlord for such calendar year. Any amounts
paid based on such an estimate shall be subject to adjustment as herein provided
when actual Operating Costs are available for each calendar year.

               (2)  The term "OPERATING COSTS" shall mean all expenses and
disbursements (subject to the limitations set forth below) that Landlord incurs
in connection with the ownership, operation, and maintenance of the Building,
consistently applied, including, but not limited to, the following costs: (A)
wages and salaries (including management fees, which management fees shall not
exceed fair market management fees in comparable buildings in the Greater Boston
area) of all employees at or below the level of building manager engaged in the
operation, maintenance, and security of the Building, including taxes, insurance
and benefits relating thereto; (B) all supplies and materials used in the
operation, maintenance, and security of the Building; (C) costs for improvements
made to the Building which, although capital in nature, are expected to reduce
the normal operating costs (including all utility costs) of the Building, as
well as capital improvements made in order to comply with any law hereafter
promulgated by any governmental authority, as amortized over the useful economic
life of such improvements as determined by Landlord in its reasonable discretion
(with only the annual amortized portion of such costs being included in
Operating Costs in any calendar year); (D) cost of all utilities, except the
cost of utilities reimbursable to Landlord by the Building's tenants other than
pursuant to a provision similar to this Section 4. (b); (E) insurance expenses;
(F) repairs, replacements, and general maintenance of the Building; and (G)
service or maintenance


                                      -2-
<PAGE>   12


contracts with independent contractors for the operation, maintenance, repair,
replacement, or security of the Building (including, without limitation, alarm
service, window cleaning, and elevator maintenance).

               Notwithstanding any other provision of this Lease, Operating
Costs shall not include costs for (i) capital improvements made to the Building,
other than capital improvements described in Section 4.(b)(2)(C) and except for
items which are generally considered maintenance and repair items, such as
painting of common areas, replacement of carpet in elevator lobbies, and the
like; (ii) repair, replacements and general maintenance and other expenses paid
by proceeds of insurance or by Tenant or other third parties; (iii) interest,
amortization of principal or other payments on loans to Landlord and rent and
other sums due under a ground lease or master lease relating to the Premises;
(iv) depreciation; (v) leasing commissions; (vi) legal expenses for services,
other than those that benefit the Building tenants generally (e.g., tax
disputes); (vii) renovating or otherwise improving space for occupants of the
Building or vacant space in the Building; (viii) Taxes (defined below); (ix)
income taxes imposed on or measured by the income of Landlord from the operation
of the Building; (x) the cost of repairs necessary to cure any latent defect in
the initial construction of the Building; (xi) Landlord's general overhead
except as it relates specifically to the management or operations of the
Building; (xii) any cost necessary to cure any violation of any law, ordinance
or regulation applicable to the Building existing as of the date of this Lease
or to investigate, test, contain and/or remediate the presence of Hazardous
Materials or other environmental conditions existing as of the date of this
Lease (in each case, to the extent not caused or exacerbated by any Tenant
Party); (xiii) costs of repairs and replacements arising out of a fire or other
casualty or an exercise of eminent domain affecting the Building or the Land,
except for the deductibles under policies of insurance carried by Landlord;
(xiv) compensation for executives or officers or other employees of Landlord
above the level of the building manager; (xv) expenses arising from the gross
negligence or willful misconduct of Landlord or its agents, employees or
contractors; (xvi) all expenses and disbursements relating solely to the
ownership, operation and maintenance of the second building (other than the
Premises and the Building common areas) in the two-building complex comprising
the Building; and (xvii) rent loss insurance.

               (3)  Tenant shall also pay its Proportionate Share of Taxes for
each year and partial year falling within the Term in the same manner as
provided in Sections 4(b)(1) and 4(b)(5) for Additional Rent with regard to
Operating Costs. "TAXES" shall mean taxes, assessments, and governmental charges
whether federal, state, county or municipal, and whether they be by taxing
districts or authorities presently taxing or by others, subsequently created or
otherwise, and any other taxes and assessments attributable to the Building (or
its operation), excluding, however, penalties and interest thereon and federal
and state taxes on income (but if the present method of taxation changes so that
in lieu of the whole or any part of any Taxes, there is levied on Landlord a
capital tax directly on the rents received therefrom or a franchise tax,
assessment, or charge based, in whole or in part, upon such rents for the
Building, then all such taxes, assessments, or charges, or the part thereof so
based, shall be deemed to be included within the term "TAXES" for purposes
hereof). Taxes shall include the costs of consultants retained in an effort to
lower taxes and all costs incurred in disputing any taxes or in seeking to lower
the tax valuation of the Building. For property tax purposes, Tenant waives all
rights to protest or appeal the appraised value of the Premises, as well as the
Building, and all rights to


                                      -3-
<PAGE>   13


receive notices of reappraisement. If Landlord elects to pay Taxes more quickly
than over the maximum period of time permitted by Law prior to the imposition of
any penalties, interest or any other assessments and/or administrative charges,
(collectively, "TAX PENALTIES"), Tenant shall not be required to pay its
Proportionate Share of Taxes more quickly than the maximum period of time
permitted by Law prior to imposition of any Tax Penalties; provided, however, if
Landlord incurs any administrative charges because Tenant pays its Proportionate
Share of Taxes over said maximum period of time, Tenant shall reimburse Landlord
for all such administrative charges within thirty (30) days after Landlord's
demand therefor. Landlord represents and warrants to Tenant that the Building
comprises tax parcel(s) assessed separately from other property of Landlord or
any third party.

               (4)  INTENTIONALLY OMITTED.

               (5)  By April 1 of each calendar year, or as soon thereafter as
practicable, Landlord shall furnish to Tenant a statement of Operating Costs for
the previous year, in each case adjusted as provided in Section 4.(b)(6), and of
the Taxes for the previous year (the "OPERATING COSTS AND TAX STATEMENT"). If
the Operating Costs and Tax Statement reveals that Tenant paid more for
Operating Costs than the actual amount for the year for which such statement was
prepared, or more than its actual share of Taxes for such year, then Landlord
shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant
paid less than Tenant's actual Proportionate Share of Additional Rent or share
of Taxes due, then Tenant shall promptly pay Landlord such deficiency. If Tenant
is not in monetary default of its obligations under this Lease, within a period
of sixty (60) days following receipt of the Operating Costs and Tax Statement,
Tenant or its representatives (which representatives shall exclude anyone hired
on a contingent fee basis) shall have the right, upon reasonable prior notice
and at mutually convenient times, to examine Landlord's books and records with
respect to the items in such Statement during normal business hours at
Landlord's offices where such books and records are maintained (which books and
records shall be maintained in accordance with GAAP). Tenant may give Landlord
notice of any written objection to any items of expense. If it shall be
determined by Landlord and Tenant that (i) Landlord overcharged Tenant, Landlord
shall promptly refund (but no later than thirty (30) days after such
determination is made) to Tenant the amount of any such overcharge, or (ii)
Landlord undercharged Tenant, then Tenant shall promptly pay (but no later than
thirty (30) days after such determination is made) the amount of any such
undercharge to Landlord. Any information obtained by Tenant pursuant to the
provisions of this Section 4.(b)(5) shall be treated as confidential under the
conditions set forth in Section 25.(s) of this Lease.

               (6)  With respect to any calendar year or partial calendar year
in which the Building is not occupied to the extent of 95% of the rentable area
thereof, the Operating Costs for such period shall, for the purposes hereof, be
increased to the amount which would have been incurred had the Building been
occupied to the extent of 95% of the rentable area thereof.

     5.   DELINQUENT PAYMENT: HANDLING CHARGES. All past due payments required
of Tenant hereunder shall bear interest from the date due until paid at the
lesser of twelve percent per annum or the maximum lawful rate of interest;
additionally, if Tenant fails to make any


                                      -4-
<PAGE>   14


payment due under this Lease and such failure continues after the expiration of
the applicable notice and grace period (if any) pursuant to Section 17 below,
Landlord may charge Tenant a fee equal to five percent (5%) of the delinquent
payment to reimburse Landlord for its cost and inconvenience incurred as a
consequence of Tenant's delinquency. In no event, however, shall the charges
permitted under this Section 5 or elsewhere in this Lease, to the extent they
are considered to be interest under applicable Law, exceed the maximum lawful
rate of interest.

     6.   SECURITY DEPOSIT. Contemporaneously with the execution of this Lease,
Tenant shall pay to Landlord the Security Deposit, which shall be held by
Landlord to secure Tenant's performance of its obligations under this Lease. The
Security Deposit is not an advance payment of Rent or a measure or limit of
Landlord's damages upon an Event of Default (defined in Section 17). Landlord
may, from time to time following an Event of Default and without prejudice to
any other remedy, use all or a part of the Security Deposit to perform any
obligation Tenant fails to perform hereunder with respect to such Event of
Default. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. After applying all sums necessary to cure any
Event of Default, Landlord shall, within 30 days after the Term ends, return to
Tenant the portion of the Security Deposit which was not properly applied to
satisfy Tenant's obligations. The Security Deposit may be commingled with other
funds, and no interest shall be paid thereon. If Landlord transfers its interest
in the Premises and the transferee assumes Landlord's obligations under this
Lease, then Landlord shall assign the Security Deposit to the transferee and the
transferor Landlord thereafter shall have no further liability for the return of
the Security Deposit, but the transferee Landlord, by accepting any such
transfer, shall be deemed to have assumed all obligations of Landlord with
respect to the Security Deposit.

     In lieu of a cash Security Deposit, simultaneously with the execution and
delivery of this Lease, or from time to time during the Term, Tenant may deliver
to Landlord an irrevocable and unconditional standby letter of credit made
payable to Landlord, its successors and assigns, in the sum of $464,000.00 (the
"LETTER OF CREDIT"), in the form of the sample letter of credit attached hereto
as EXHIBIT H or in such other form as is reasonably acceptable to Landlord,
which shall secure the performance by Tenant of all obligations on the part of
Tenant hereunder. The issuer of the Letter of Credit shall be a banking
institution with at least a rating of A and otherwise reasonably acceptable to
Landlord. Although Landlord shall only have the right to draw under the Letter
of Credit as set forth herein, under the terms of the Letter of Credit, the sole
condition to Landlord's draw upon the Letter of Credit shall be presentment to
the issuer thereof, prior to or on the expiration date, of a demand for payment,
together with a statement or certification that an Event of Default has occurred
under this Lease or that Landlord has received a notice of the failure to extend
or renew the Letter of Credit. The Letter of Credit shall be self-renewing from
year to year during the Term of this Lease so as to expire no earlier than
thirty (30) days following the Lease expiration date and shall contain such
other customary terms as Landlord requires in its reasonable discretion. It is
agreed: (i) that the Letter of Credit may be drawn upon to cure any Event of
Default that may exist, without prejudice to any other remedy or remedies which
Landlord may have on account thereof, and upon Landlord's demand, Tenant shall
reimburse the issuer for the amount so drawn so that the Letter of Credit will
be restored to its original amount; (ii) subject to the provisions of clause
(iv) below, that the Letter of Credit may be drawn upon if the Letter of Credit
has not been extended or renewed without amendment at


                                      -5-
<PAGE>   15


least forty-five (45) days prior to any then-current expiration date thereof;
(iii) that if the rating of the issuer of the Letter of Credit at any time drops
below A, then, within sixty (60) days of Landlord's written demand, Tenant shall
replace the Letter of Credit with another Letter of Credit in a form reasonably
acceptable to Landlord and with an issuer with a rating of at least an A and
otherwise reasonably acceptable to Landlord; upon receipt of such substitute
Letter of Credit, Landlord shall promptly return the previous Letter of Credit
to Tenant; and Landlord may draw on the existing Letter of Credit if, after
Landlord requests that Tenant replace the Letter of Credit as aforesaid,
Landlord is not provided with a substitute Letter of Credit in a form, and from
an issuer, satisfactory to Landlord as provided above upon the earlier of (X)
the expiration of said sixty-day period or (Y) at least forty-five (45) days
prior to the then-current expiration date of the Letter of Credit; (iv) at any
time, but in any event, at least sixty (60) days prior to the expiration of the
Letter of Credit, Tenant may seek Landlord's consent to switch issuers of the
Letter of Credit provided the prospective issuer has a rating of at least an A
and is otherwise reasonably acceptable to Landlord and the new form of Letter of
Credit satisfies the requirements of Landlord hereunder and is otherwise
reasonably acceptable to Landlord; and upon receipt of such substitute Letter of
Credit, Landlord shall promptly return the previous Letter of Credit to Tenant;
(v) that should the Premises be conveyed by Landlord, the, Letter of Credit or
any portion thereof shall be assigned and delivered to Landlord's grantee, and
if the same be assigned and delivered as aforesaid, Tenant hereby releases
Landlord from any and all liability with respect to the Letter of Credit and its
application or return, and Tenant agrees to look to such grantee for such
application or return; provided, however, that, by accepting any such
conveyance, such grantee shall be deemed to have assumed Landlord's obligations
under this Lease (including this Section 6); and (vi) that the Letter of Credit
shall be returned to Tenant upon the later of (a) thirty (30) days after the
expiration of the Term or any renewal or extension thereof, or (b) the date
Tenant has vacated the Premises and surrendered possession thereof to Landlord
at the expiration of the Term or any extension thereof as provided herein and
has paid Landlord all sums due and owing under this Lease.

     If Tenant initially provides Landlord with a cash Security Deposit, Tenant
may replace such cash Security Deposit with a Letter of Credit in accordance
with the provisions of the preceding paragraph. Upon Landlord's receipt of a
Letter of Credit satisfying the terms and conditions of the preceding paragraph,
Landlord shall promptly return the cash Security Deposit to Tenant. If Tenant
initially delivers a Letter of Credit to Landlord, Tenant may replace the Letter
of Credit with a cash Security Deposit under the terms of this Section 6. Upon
receipt of such cash Security Deposit, Landlord shall promptly return the Letter
of Credit to Tenant.

     For the purposes of this Section 6, a rating of at least A (or its
equivalent) shall mean that such issuer has a rating of at least A (or its
equivalent) from two (2) of the following four (4) rating agencies: Fitch
Investors Service, Moody's Investor Service, Standard & Poor's Corporation and
Duff & Phelps.

     Notwithstanding any other provisions of this Section 6, the Security
Deposit (or the applicable Letter of Credit) shall be reduced further by
$50,000.00 on each anniversary of the Commencement Date commencing on the second
anniversary of the Commencement Date (individually, a "REDUCTION DATE" and
collectively the "REDUCTION DATES"), provided Tenant or a Permitted Transferee
(as hereinafter defined) has a Tangible Net Worth (as hereinafter defined)


                                      -6-
<PAGE>   16


of at least $20,000,000.00 on such anniversary date and on the preceding
anniversary of the Commencement Date, and further provided that on the
applicable Reduction Date (i) the Lease is in full force and effect, (ii) no
Event of Default exists, (iii) no Event of Default has occurred more than twice
during the Term, and (iv) Tenant has not assigned this Lease to anyone other
than a Permitted Transferee. If on any of the Reduction Dates the Security
Deposit (or the applicable Letter of Credit) shall not be reduced because one or
more of the conditions set forth in clauses (i), (ii) or (iii) above cease to
exist on the applicable Reduction Date, the Security Deposit (or applicable
Letter of Credit) shall not be reduced during any succeeding calendar year. If
on any of the Reduction Dates the Security Deposit (or applicable Letter of
Credit) shall not be reduced because Tenant or Permitted Transferee, as
applicable, does not have a Tangible Net Worth of $20,000,000.00 on such
anniversary date and on the preceding anniversary of the Commencement Date or
only the condition set forth in clause (iv) above (as opposed to the conditions
set forth in any of clauses (i), (ii) or (iii) above) ceases to exist on the
applicable Reduction Date, the Security Deposit (or applicable Letter of Credit)
shall be so reduced on the next Reduction Date, provided the conditions set
forth in clauses (i), (ii), (iii) and (iv) above exist on that Reduction Date,
and provided further that Tenant or Permitted Transferee, as applicable, has a
Tangible Net Worth of $20,000,000.00 on that Reduction Date and on the preceding
anniversary of the Commencement Date, and provided further that the Security
Deposit (or applicable Letter of Credit) shall be reduced only by the amount
which the Security Deposit (or applicable Letter of Credit) would have been
reduced in the preceding Reduction Date year if all of the conditions set forth
in clauses (i), (ii), (iii) and (iv) above existed. If the Security Deposit (or
applicable Letter of Credit) is reduced pursuant to the foregoing provisions,
Landlord shall return the amount of each such applicable reduction if Tenant
paid the Security Deposit in cash or Tenant may replace and/or amend the Letter
of Credit accordingly.

     7.   LANDLORD'S OBLIGATIONS

          (a)  SERVICES; MAINTENANCE OBLIGATIONS. Landlord shall use all
reasonable efforts furnish to Tenant the following services (the cost of which
services shall be considered Operating Costs to the extent provided under
Section 4 of this Lease): water to those points of supply existing in the
Premises as of the date of this Lease or installed in the Premises by Tenant
according to Section 8 of this Lease. Landlord shall perform all maintenance,
repairs and replacements necessary to keep in good condition and working order
(i) the roof, foundation, slabs, columns and exterior walls of the Premises (the
"PREMISES' STRUCTURE"), (ii) the exterior wires, cables, pipes, mains, conduits,
trenches and other fixtures, facilities and equipment necessary or convenient to
provide electricity, telephone, cable, gas, water, sewer and other utility and
telecommunication services to the Building and, in each case, only if Tenant has
not performed any maintenance, repairs and/or replacements to any such fixtures,
facilities and/or equipment, and (iii) the parking and loading areas, driveways,
walkways, drainage, landscaping and other exterior areas of the Premises (the
"EXTERIOR AREAS"). Landlord shall not be responsible for (1) alterations to the
Premises' Structure or any other portion of the Premises required by applicable
Law because of Tenant's use of the Premises (which alterations shall be Tenant's
responsibility), or (2) any such maintenance obligations caused by Tenant's
negligence or its failure to comply with the provisions of this Lease. Any costs
incurred by Landlord in connection with the repair and maintenance of the roof,
any Building systems and/or Exterior Area shall be considered an Operating Cost
to the extent set forth in, and paid by Tenant in


                                      -7-
<PAGE>   17


accordance with, Section 4 above. The Premises' Structure does not include
skylights, windows, glass or plate glass, doors, special fronts, or office
entries, all which shall be maintained by Tenant.

          (b)  EXCESS UTILITIES USE. Landlord shall not be required to furnish
electrical current for equipment that requires more than the electrical capacity
currently provided in the Premises (the "BASE PREMISES ELECTRICAL CAPACITY"). If
Tenant's requirements for or consumption of electricity exceed the Base Premises
Electricity Capacity, Landlord shall, at Tenant's expense, make reasonable
efforts to supply such service through the then-existing feeders and risers
serving the Premises, and Tenant shall pay to Landlord the cost of such service
within ten days after Landlord has delivered to Tenant an invoice therefor.
Tenant shall not install any electrical equipment requiring special wiring or
requiring voltage in excess of the Base Premises Electricity Capacity unless
approved in advance by Landlord in accordance with Section 8. The use of
electricity in the Premises shall not exceed the capacity of existing feeders
and risers to or wiring in the Premises. Any risers or wiring required to meet
Tenant's excess electrical requirements shall, upon Tenant's written request, be
installed by Landlord, at Tenant's cost, if, in Landlord's judgment, the same
are necessary and shall not cause permanent damage to the Building or the
Premises, cause or create a dangerous or hazardous condition, or entail
excessive or unreasonable alterations, repairs, or expenses. If Tenant uses
machines or equipment in the Premises which affect the temperature otherwise
maintained by the air conditioning system or otherwise overload any utility,
Landlord may install supplemental air conditioning units or other supplemental
equipment in the Premises, and the cost thereof shall be paid by Tenant to
Landlord within ten (10) days after Landlord has delivered to Tenant an invoice
therefor.

          (c)  RESTORATION OF SERVICES: ABATEMENT. Landlord shall use reasonable
efforts to restore any service required of it that becomes unavailable; however,
such unavailability shall not render Landlord liable for any damages caused
thereby, be a constructive eviction of Tenant, constitute a breach of any
implied warranty, or, except as provided in the next sentence, entitle Tenant to
any abatement of Tenant's obligations hereunder. If, however, Tenant is
prevented from using the Premises for more than 25 consecutive business days
because of the unavailability of any such service and such unavailability was
not caused by a Tenant Party, then Tenant shall, as its exclusive remedy be
entitled to a reasonable abatement of Rent for each consecutive day (after such
25-day period) that Tenant is so prevented from using the Premises.

     8.   IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.

          (a)  IMPROVEMENTS; ALTERATIONS. Improvements to the Premises shall be
installed at Tenant's expense only in accordance with plans and specifications
which have been previously submitted to and approved in writing by Landlord, and
no alterations or physical additions in or to the Premises may be made without
Landlord's prior written consent. Landlord's approval of any such plans and
specifications and consent of any such alterations and/or additions shall not be
unreasonably withheld, delayed or conditioned; however, Landlord may withhold
its consent to any plans and specifications and/or any alteration or addition
that would affect the Premises' Structure or require that Tenant be allocated
more than its


                                      -8-
<PAGE>   18


proportionate share of the Building's HVAC, plumbing, electrical, or mechanical
systems. Tenant shall not paint or install lighting or decorations, signs,
window or door lettering, or advertising media of any type, visible from the
exterior of the Premises without the prior written consent of Landlord, which
shall not be unreasonably withheld or delayed; however, Landlord may withhold
its consent to any such painting or installation which would affect the
appearance of the exterior of the Building or of any common areas of the
Building. All alterations, additions, and improvements shall be constructed,
maintained, and used by Tenant, at its risk and expense, in accordance with all
Laws; Landlord's approval of the plans and specifications therefor shall not be
a representation by Landlord that such alterations, additions, or improvements
comply with any Law. Notwithstanding the foregoing, Tenant may from time to time
make ONLY decorative improvements (I.E., painting and carpeting) to the Premises
without the consent of Landlord and without Landlord's approval of plans,
provided (i) Tenant shall, prior to commencing any such decorative improvements
in the Premises in connection therewith, furnish Landlord with specifications
for any such decorative improvements, (ii) according to applicable Law, a
building permit is not required to perform such decorative improvements; (iii)
such decorative improvements shall not in any way affect the exterior or the
structure of the Building or affect any of the mechanical, electrical or
plumbing systems of the Building; and (iv) Tenant shall comply with all
requirements of this Lease with respect to such improvements other than
obtaining the prior approval of Landlord. Notwithstanding any provisions of this
Lease to the contrary, including, without limitation, Section 8 and EXHIBIT D-1,
any alterations, additions or improvements pertaining to the construction of any
concrete pads and/or above-ground tanks for the storage of hydrogen, argon and
other liquids and gases and equipment and facilities for chilling water shall
not be made without the consent of Landlord and without Landlord's approval of
plans, which consent and approval may be withheld in Landlord's sole discretion.

          (b)  REPAIRS; MAINTENANCE. Subject to Landlord's obligations under
Section 7(a) above, Tenant shall maintain the Premises in a clean and safe
condition and in as good and operable condition as exists after the completion
of the Work (as hereinafter defined) and any other alterations, additions or
improvements performed by Tenant, reasonable wear and tear and damage by fire,
other casualty and eminent domain excepted, and shall not permit or allow to
remain any waste or damage to any portion of the Building. Tenant shall repair
or replace, subject to Landlord's direction and supervision, all systems serving
the Premises and any improvement installed by a Tenant party within the Premises
and any damage to the Building caused by a Tenant Party. If Tenant fails to make
such repairs or replacements within 30 days (or such shorter period of time
required to prevent any damage from occurring to the Building) after the
occurrence of such damage, then Landlord may make the same at Tenant's cost. If
any such damage occurs outside of the Premises, then Landlord may, after written
notice to Tenant, elect to repair such damage at Tenant's expense, rather than
having Tenant repair such damage. The cost of all repair or replacement work
performed by Landlord under this Section 8 shall be paid by Tenant to Landlord
within ten days after Landlord has invoiced Tenant therefor.

          (c)  PERFORMANCE OF WORK. All work described in this Section 8 shall
be performed only by Landlord or by contractors and subcontractors set forth on
EXHIBIT D-3 attached hereto or otherwise approved in writing by Landlord, which
approval shall not be unreasonably withheld, delayed or conditioned. Tenant
shall cause all contractors and subcontractors to procure and maintain insurance
coverage naming Landlord as an additional


                                      -9-
<PAGE>   19


insured against such risks, in such amounts, and with such companies as Landlord
may reasonably require. All such work shall be performed in accordance with all
Laws and in a good and workmanlike manner so as not to damage the Building
(including the Premises, the structural elements, and the plumbing, electrical
lines, or other utility transmission facility). All such work which may affect
the Building's HVAC, electrical, plumbing, other mechanical systems, or
structural elements must be approved by the Building's engineer of record (which
approval shall not be unreasonably withheld, delayed or conditioned), at
Tenant's expense, and must be performed by Landlord's usual contractors (which
contractors are set forth on EXHIBIT D-3 attached hereto) for such work.

     Tenant shall provide the names, addresses and copies of contracts for all
contractors, and upon completion of any work shall promptly furnish Landlord
with full and final waivers of lien covering all labors and materials included
in the work in question.

          (d)  MECHANIC'S LIENS. Tenant shall not permit any mechanic's liens to
be filed against the Premises or the Building for any work performed, materials
furnished, or obligation incurred by or at the request of Tenant. If such a lien
is filed, then Tenant shall, within ten days after Landlord has delivered notice
of the filing thereof to Tenant, either pay the amount of the lien or diligently
contest such lien and deliver to Landlord a bond or other security reasonably
satisfactory to Landlord. If Tenant fails to timely take either such action,
then Landlord may pay the lien claim, and any amounts so paid, including
expenses and interest, shall be paid by Tenant to Landlord within ten days after
Landlord has invoiced Tenant therefor.

          (e)  UTILITIES. Tenant shall obtain and pay for all water, gas,
electricity, heat, telephone, sewer, sprinkler charges and other utilities and
services used at the Premises, together with all taxes, penalties, surcharges,
and maintenance charges pertaining thereto. To the extent Tenant is not billed
directly for any such utilities, any amounts payable by Tenant under this
Section shall be due within ten (10) days after Landlord has invoiced Tenant
therefor.

          (f)  FLOOR LOAD; HEAVY MACHINERY. (i) Tenant shall not place a load
upon any floor in the Premises exceeding 150 pounds per square foot of area.
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 and/or heavy equipment into or out of the
Premises without providing insurance, naming Landlord as an insured, in such
amounts as Landlord may deem reasonable; provided, however, Landlord's prior
written consent must be obtained to the extent any such safe, heavy machinery
and/or heavy equipment are not shown on the Working Drawings.

               (ii) If such safe, machinery, equipment, freight, bulky matter or
fixtures requires special handling, Tenant agrees that all work in connection
therewith shall comply with applicable laws and regulations. Any such moving
shall be at the sole risk and hazard of Tenant, and Tenant will exonerate,
indemnify and save Landlord harmless against and from any liability, loss,
injury, claim or suit resulting directly or indirectly from such moving.


                                      -10-
<PAGE>   20


     9.   USE. Tenant shall continuously occupy and use the Premises only for
the Permitted Use, and for no other purposes, and shall comply with all Laws
relating to the use, condition, access to, and occupancy of the Premises. The
population density within the Premises as a whole shall at no time exceed one
person for each 300 rentable square feet in the Premises. The Premises shall not
be used for any use which is disreputable, creates extraordinary fire hazards,
or, with exception of the Permitted Use, results in an increased rate of
insurance on the Building or its contents, or for the storage of any Hazardous
Materials other than in connection with the Permitted Use and in only accordance
with the provisions of Section 25.(t) below. If, because of a Tenant Party's
acts, the rate of insurance on the Building or its contents increases, then
Tenant shall pay to Landlord the amount of such increase on demand, and
acceptance of such payment shall not waive any of Landlord's other rights. If
Tenant fails to cease or remediate such acts which are not a Permitted Use (as
defined above) within five (5) days after Landlord's request that Tenant do so,
then such acts shall be an Event of Default. Tenant shall conduct its business
and control each other Tenant Party so as not to create any nuisance or
unreasonably interfere with other tenants or Landlord in its management of the
Building.

     10.  ASSIGNMENT AND SUBLETTING.

          (a)  TRANSFERS. Except as provided in Section 10.(g), Tenant shall
not, without the prior written consent of Landlord, (1) assign, transfer, or
encumber this Lease or any estate or interest herein, whether directly or by
operation of law, (2) permit any other entity to become Tenant hereunder by
merger, consolidation, or other reorganization, (3) if Tenant is an entity other
than a corporation whose stock is publicly traded (or which will be publicly
traded upon the consummation of the transfer at issue), permit the transfer of
an ownership interest in Tenant so as to result in a change in the current
control of Tenant, (4) sublet any portion of the Premises, (5) grant any
license, concession, or other right of occupancy of any portion of the Premises,
or (6) permit the use of the Premises by any parties other than Tenant (any of
the events listed in Section 10.(a)(1) through 10.(a)(6) being a "TRANSFER").

          (b)  CONSENT STANDARDS. Landlord shall not unreasonably withhold its
consent to any assignment or subletting of the Premises, provided that the
proposed transferee (1) is creditworthy, (2) has a good reputation in the
business community, (3) will use the Premises for the Permitted Use (thus,
excluding, without limitation, uses for credit processing and telemarketing) and
will not use the Premises in any manner that would conflict with any exclusive
use agreement or other similar agreement entered into by Landlord with any other
tenant of the Building, (4) is not a governmental entity, or subdivision or
agency thereof, and (5) is not another occupant of the Building or a person or
entity with whom Landlord is negotiating to lease space in the Building;
otherwise, Landlord may withhold its consent in its sole discretion.

          (c)  REQUEST FOR CONSENT. If Tenant requests Landlord's consent to a
Transfer, then Tenant shall provide Landlord with a written description of all
terms and conditions of the proposed Transfer, copies of the proposed
documentation, and the following information about the proposed transferee: name
and address; reasonably satisfactory information about its business and business
history; its proposed use of the Premises; reasonable banking, financial, and
other credit information; and general references sufficient to enable Landlord
reasonably to determine


                                      -11-
<PAGE>   21


the proposed transferee's creditworthiness and character. Concurrently with
Tenant's notice of any request for consent to a Transfer, Tenant shall pay to
Landlord a fee of $750 to defray Landlord's expenses in reviewing such request,
and Tenant shall also reimburse Landlord immediately upon request for its
reasonable attorneys' fees incurred in connection with considering any request
for consent to a Transfer.

          (d)  CONDITIONS TO CONSENT. If Landlord consents to a proposed
Transfer, then the proposed transferee shall deliver to Landlord a written
agreement whereby it expressly assumes Tenant's obligations hereunder; however,
any transferee of less than all of the space in the Premises shall be liable
only for obligations under this Lease that are properly allocable to the space
subject to the Transfer for the period of the Transfer. No Transfer shall
release Tenant from its obligations under this Lease, but rather Tenant and its
transferee shall be jointly and severally liable therefor. Landlord's consent to
any Transfer shall not waive Landlord's rights as to any subsequent Transfers.
If an Event of Default occurs while the Premises or any part thereof are subject
to a Transfer, then Landlord, in addition to its other remedies, may collect
directly from such transferee all rents becoming due to Tenant and apply such
rents against Rent. Tenant authorizes its transferees to make payments of rent
directly to Landlord upon receipt of notice from Landlord claiming the existence
of an Event of Default. Tenant shall pay for the cost of any demising walls or
other improvements necessitated by a proposed subletting or assignment.

          (e)  CANCELLATION. Landlord may, within 30 days after submission of
Tenant's written request for Landlord's consent to an assignment or subletting,
cancel this Lease as to the portion of the Premises proposed to be sublet (if
the sublease is for more than fifty percent (50%) of the Premises and for more
than seventy-five percent (75%) of the then remaining Term) or assigned as of
the date the proposed Transfer is to be effective. If Landlord cancels this
Lease as to any portion of the Premises, then this Lease shall cease for such
portion of the Premises, Tenant shall pay to Landlord all Rent accrued through
the cancellation date relating to the portion of the Premises covered by the
proposed Transfer, and the Basic Rent and Tenant's Proportionate Share of the
Building shall be reduced in proportion to the fraction of the rentable area of
the Premises affected by such cancellation. Thereafter, Landlord may lease such
portion of the Premises to the prospective transferee (or to any other person)
without liability to Tenant.

          (f)  ADDITIONAL COMPENSATION. Tenant shall pay to Landlord,
immediately upon receipt thereof, fifty percent (50%) of the excess of (1) all
compensation received by Tenant and attributable to Tenant's interest under this
Lease or in the Premises which is the subject of such Transfer, less the costs
reasonably incurred by Tenant with unaffiliated third parties in connection with
such Transfer (I.E., brokerage commissions, attorney's fees, tenant finish work,
and the like) over (2) the Rent allocable to the portion of the Premises covered
thereby. While any Event of Default exists, Tenant shall pay to Landlord,
immediately upon receipt thereof, one hundred percent (100%) of the excess of
(i) all compensation received by Tenant for a Transfer over (ii) the Rent
applicable to the portion of the Premises covered thereby.

          (g)  PERMITTED TRANSFERS. Notwithstanding Section 10.(a), Tenant may
effect a Transfer of all or part of its interest in this Lease or all or part of
the Premises (a "PERMITTED TRANSFER") to the following types of entities (a
"PERMITTED TRANSFEREE") without the written consent of Landlord and without any
right of Landlord to cancel this Lease:


                                      -12-
<PAGE>   22


               (1)  an Affiliate of Tenant;

               (2)  any corporation, limited partnership, limited liability
partnership, limited liability company or other business entity in which or with
which Tenant, or its corporate successors or assigns, is merged or consolidated,
in accordance with applicable statutory provisions governing merger and
consolidation of business entities, so long as (A) Tenant's obligations
hereunder are assumed by the entity surviving such merger or created by such
consolidation; and (B) the Tangible Net Worth of the surviving or created entity
is not less than the greater of (i) the Tangible Net Worth of Tenant as of the
date hereof, or (ii) the Tangible Net Worth of Tenant at the time of any such
Permitted Transfer;

               (3)  any corporation, limited partnership, limited liability
partnership, limited liability company or other business entity acquiring all or
substantially all of Tenant's assets if such entity's Tangible Net Worth after
such acquisition is not less than the greater of (i) the Tangible Net Worth of
Tenant as of the date hereof, or (ii) the Tangible Net Worth of Tenant at the
time of any such Permitted Transfer; or

               (4)  a transfer of an ownership interest in Tenant so as to
result in a change in the current control of Tenant so long as the Tangible Net
Worth of Tenant is not less than the greater of (i) the Tangible Net Worth of
Tenant as of the date hereof, or (ii) the Tangible Net Worth of Tenant
immediately prior to such transfer.

     Tenant shall promptly notify Landlord of any such Permitted Transfer.
Tenant shall remain liable for the performance of all of the obligations of
Tenant hereunder, or if Tenant no longer exists because of a merger,
consolidation, or acquisition, the surviving or acquiring entity shall expressly
assume in writing the obligations of Tenant hereunder. Additionally, the
Permitted Transferee shall comply with all of the terms and conditions of this
Lease, including the Permitted Use, and the use of the Premises by the Permitted
Transferee may not violate any other agreements affecting the Premises, the
Building, Landlord or other tenants of the Building. At least thirty (30) days
after the effective date of any Permitted Transfer, Tenant agrees to furnish
Landlord with copies of the instrument effecting any of the foregoing Transfers
and documentation establishing Tenant's satisfaction of the requirements set
forth above applicable to any such Transfer. The occurrence of a Permitted
Transfer shall not waive Landlord's rights as to any subsequent Transfers.
"TANGIBLE NET WORTH" means the excess of total assets over total liabilities, in
each case as determined in accordance with generally accepted accounting
principles consistently applied ("GAAP"), excluding, however, from the
determination of total assets all assets which would be classified as intangible
assets under GAAP including, without limitation, goodwill, licenses, patents,
trademarks, trade names, copyrights, and franchises. Any subsequent Transfer by
a Permitted Transferee shall be subject to the provisions of this Section 10.

     11.  INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.


                                      -13-
<PAGE>   23


          (a)  TENANT'S INSURANCE. Tenant shall maintain throughout the Term the
following insurance policies: (1) commercial general liability insurance in
amounts of $3,000,000 per occurrence or such other amounts as Landlord may from
time to time reasonably require, insuring Tenant, and naming Landlord and, if
specified by written notice to Tenant, Landlord's agents and their respective
Affiliates, as additional insureds, against all liability for injury to or death
of a person or persons or damage to property arising from the use and occupancy
of the Premises, (2) insurance covering the full value of Tenant's fixtures
(including trade fixtures), personal property and the trade fixtures and
personal property of others in the Premises, (3) contractual liability insurance
sufficient to cover Tenant's indemnity obligations for Losses (as hereinafter
defined) assumed under this Lease (but only if such contractual liability
insurance is not already included in Tenant's commercial general liability
insurance policy), (4) worker's compensation insurance, containing a waiver of
subrogation endorsement acceptable to Landlord, and (5) business interruption
insurance. Tenant's insurance shall provide primary coverage to Landlord when
any policy issued to Landlord provides duplicate or similar coverage, and in
such circumstance Landlord's policy will be excess over Tenant's policy. Tenant
shall furnish to Landlord certificates of such insurance and such other evidence
reasonably satisfactory to Landlord of the maintenance of all insurance
coverages required hereunder, and Tenant shall obtain a written obligation on
the part of each insurance company to notify Landlord at least 30 days before
cancellation or a material change of any such insurance policies. All such
insurance policies shall be in form, and issued by companies, reasonably
satisfactory to Landlord.

          (b)  LANDLORD'S INSURANCE. Throughout the Term of this Lease, Landlord
shall maintain, as a minimum, the following insurance policies: (1) fire and
extended risk insurance covering the Building's replacement value and (2)
commercial general liability insurance in an amount not less than $3,000,000.00
per occurrence. The cost of such insurance carried by Landlord with respect to
the Building shall be included in Operating Costs.

          (c)  WAIVER OF NEGLIGENCE; NO SUBROGATION. Landlord and Tenant each
waives any claim it might have against the other for any injury to or death of
any person or persons or damage to or theft, destruction, loss, or loss of use
of any property (a "LOSS"), to the extent the same is insured against under any
insurance policy that covers the Building, the Premises, Landlord's or Tenant's
fixtures, personal property, leasehold improvements, or business, or is required
to be insured against under the terms hereof; REGARDLESS OF WHETHER THE
NEGLIGENCE OF THE OTHER PARTY CAUSED SUCH LOSS; however, Landlord's waiver shall
not include any deductible amounts on insurance policies carried by Landlord.
Each party shall cause its insurance carrier to endorse all applicable policies
waiving the carrier's rights of recovery under subrogation or otherwise against
the other party.

          (d)  TENANT'S INDEMNITY. Subject to Section 11.(c), Tenant shall
defend, indemnify, and hold harmless Landlord and its representatives and agents
from and against all claims, demands, liabilities, causes of action, suits,
judgments, damages, and expenses (including attorneys' fees) arising from (1)
any Loss arising from any occurrence on the Premises (other than any Loss
arising out of a breach of Tenant's obligations under Section 25.(t), which
shall be subject to the indemnity in such section) or (2) Tenant's failure to
perform its obligations under this Lease, except to the extent caused by the
negligence or fault of Landlord or its agents,


                                      -14-
<PAGE>   24


employees or contractors. This indemnity provision shall survive termination or
expiration of this Lease. If any proceeding is filed for which indemnity is
required hereunder, Tenant agrees, upon request therefor, to defend the
indemnified party in such proceeding at its sole cost utilizing counsel
reasonably satisfactory to the indemnified party.

          (e)  LANDLORD'S INDEMNITY. Subject to Section 11.(c), Landlord shall
defend, indemnify, and hold harmless Tenant and its agents and employees from
and against all claims, demands, liabilities, causes of action, suits, judgments
and expenses (including attorneys' fees) for any Loss arising from any
occurrence at the Premises caused or materially contributed to by Landlord's
gross negligence or willful misconduct in acting or failing to act, except to
the extent caused by the negligence or willful misconduct of Tenant or any
Tenant Party. If any proceeding is filed for which indemnity is required under
this Section 11.(e), Landlord shall, upon request therefor, defend the
indemnified party in such proceeding at its sole cost utilizing counsel
reasonably satisfactory to the indemnified party. The provisions of this Section
11.(e) shall survive the expiration or termination of this Lease.

     12.  SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE.

          (a)  SUBORDINATION. This Lease shall be subordinate to any deed of
trust, mortgage, or other security instrument, or any ground lease, master
lease, or primary lease (any such security instrument or lease, a "MORTGAGE"),
that now or hereafter covers all or any part of the Premises (the mortgagee
under any such mortgage or the lessor under any such lease is referred to herein
as a "LANDLORD'S MORTGAGEE"). Any Landlord's Mortgagee may elect, at any time,
unilaterally, to make this Lease superior to its mortgage, ground lease, or
other interest in the Premises by so notifying Tenant in writing. Provided
Tenant receives a Non-Disturbance Agreement from each such Mortgagee, Tenant
shall execute agreements confirming the subordination or superiority of this
Lease to any Mortgage upon Landlord or Landlord's Mortgagee's reasonable
request.

          (b)  ATTORNMENT. Provided Tenant receives a Non-Disturbance Agreement
from each Landlord's Mortgagee, from which any party obtains its interest in
this Lease, Tenant shall attorn to any party succeeding to Landlord's interest
in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure,
power of sale, termination of lease, or otherwise, upon such party's request, on
the terms of such Non-Disturbance Agreement, and shall execute such agreements
confirming such attornment as such party may reasonably request.

          (c)  NOTICE TO LANDLORD'S MORTGAGEE. Tenant shall not seek to enforce
any remedy it may have for any default on the part of Landlord without first
giving written notice by certified mail, return receipt requested, specifying
the default in reasonable detail, to any Landlord's Mortgagee whose address has
been given to Tenant, and affording such Landlord's Mortgagee the following time
periods to perform Landlord's obligations hereunder: (1) fifteen (15) days after
receipt of such notice with respect to defaults that can be cured by the payment
of money; or (2) thirty (30) days after receipt of such notice with respect to
any other default, unless the cure requires Landlord's Mortgagee to obtain
possession of the Premises, in which case such thirty (30) day period shall not
commence until Landlord's Mortgagee acquires possession, so


                                      -15-
<PAGE>   25


long as Landlord's Mortgagee proceeds promptly to acquire possession of the
Premises with due diligence, by foreclosure of the Mortgage or otherwise.

          (d)  LANDLORD'S MORTGAGEE'S PROTECTION PROVISIONS. If Landlord's
Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's
Mortgagee shall not be: (1) liable for any act or omission of any prior lessor
(including Landlord); (2) bound by any rent or additional rent or advance rent
which Tenant might have paid for more than the current month to any prior lessor
(including Landlord), and all such rent shall remain due and owing,
notwithstanding such advance payment; (3) bound by any security or advance
rental deposit made by Tenant which is not delivered or paid over to Landlord's
Mortgagee and with respect to which Tenant shall look solely to Landlord for
refund or reimbursement; (4) bound by any termination, amendment or modification
of this Lease made without Landlord's Mortgagee's consent and written approval,
except for those terminations, amendments and modifications permitted to be made
by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the
loan documents between Landlord and Landlord's Mortgagee; (5) subject to the
defenses which Tenant might have against any prior lessor (including Landlord);
and (6) subject to the offsets which Tenant might have against any prior lessor
(including Landlord) except for those offset rights which (A) are expressly
provided in this Lease, (B) relate to periods of time following the acquisition
of the Building by Landlord's Mortgagee, and (C) Tenant has provided written
notice to Landlord's Mortgagee and provided Landlord's Mortgagee an opportunity
to cure the event giving rise to such offset event within the period of time set
forth in Section 12(c). Landlord's Mortgagee shall have no liability or
responsibility under or pursuant to the terms of this Lease or otherwise after
it ceases to own an interest in the Building. Nothing in this Lease shall be
construed to require Landlord's Mortgagee to see to the application of the
proceeds of any loan, and Tenant's agreements set forth herein shall not be
impaired on account of any modification of the documents evidencing and securing
any loan.

          (e)  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT.
Simultaneously upon Tenant's execution of this Lease, Tenant shall execute a
Subordination, Non-Disturbance and Attornment Agreement in the form attached
hereto as EXHIBIT J. Landlord shall return a fully executed Subordination,
Non-Disturbance and Attornment Agreement in the form attached hereto as EXHIBIT
J executed by Landlord and the Lender named therein, in recordable form, to
Tenant as soon as reasonably possible but not later than ninety (90) days after
the date of this Lease. Landlord shall use reasonable efforts (which efforts
shall not require the expenditure of funds or the threat (or commencement) of
litigation) to obtain a so-called "nondisturbance agreement" from any future
Landlord's Mortgagee in the form attached hereto as EXHIBIT J or another form
reasonably acceptable to Tenant and such Landlord's Mortgagee or other
institutional lenders (either the form attached hereto as EXHIBIT J or such
other reasonably acceptable form being herein referred to as the
"NON-DISTURBANCE AGREEMENT"). Notwithstanding any other provision of this Lease,
the subordination of this Lease to any Mortgage under Section 12.(a) and the
Attornment of Tenant to any future Landlord Mortgagee under Section 12.(b) shall
be conditioned upon such future Landlord's Mortgagee's execution and delivery of
a Non-Disturbance Agreement.

     13.  RULES AND REGULATIONS. Tenant shall comply with the rules and
regulations of the Building which are attached hereto as EXHIBIT C. Landlord
may, from time to time, change


                                      -16-
<PAGE>   26


such rules and regulations for the safety, care, or cleanliness of the Building
and related facilities, provided that such changes are applicable to all tenants
of the Building and will not unreasonably interfere with Tenant's use of the
Premises. Tenant shall be responsible for the compliance with such rules and
regulations by each Tenant Party.

     14.  CONDEMNATION.

          (a)  TOTAL TAKING. If the entire Premises are taken by right of
eminent domain or conveyed in lieu thereof (a "TAKING"), this Lease shall
terminate as of the date of the Taking.

          (b)  PARTIAL TAKING - TENANT'S RIGHTS. If any part of the Premises
becomes subject to a Taking and such Taking will prevent Tenant from conducting
its business in the Premises in a manner reasonably comparable to that conducted
immediately before such Taking for a period of more than 180 days, then Tenant
may terminate this Lease as of the date of such Taking by giving written notice
to Landlord within 30 days after the Taking, and Rent shall be apportioned as of
the date of such Taking. If Tenant does not terminate this Lease, then Rent
shall be abated on a reasonable basis as to that portion of the Premises
rendered untenantable by the Taking.

          (c)  PARTIAL TAKING - LANDLORD'S RIGHTS. If such a material portion,
but less than all, of the Building becomes subject to a Taking, or if Landlord
is required to pay any of the proceeds received for a Taking to a Landlord's
Mortgagee, then Landlord may terminate this Lease by delivering written notice
thereof to Tenant within 30 days after such Taking, and Rent shall be
apportioned as of the date of such Talking. If Landlord does not so terminate
this Lease, then this Lease will continue, but if any portion of the Premises
has been taken, Rent shall abate as provided in the last sentence of Section
14.(b).

          (d)  AWARD. If any Taking occurs, then Landlord shall receive the
entire award or other compensation for the land on which the Building is
situated, the Building, and other improvements taken, and Tenant may separately
pursue a claim (to the extent it will not reduce Landlord's award) against the
condemnor for the value of Tenant's personal property which Tenant is entitled
to remove under this Lease, moving costs, loss of business, and other claims it
may have.

     15.  FIRE OR OTHER CASUALTY

          (a)  REPAIR ESTIMATE. If the Premises or the Building are damaged by
fire or other casualty (a "CASUALTY"), Landlord shall, within 90 days after such
Casualty, deliver to Tenant a good faith estimate (the "DAMAGE NOTICE") of the
time needed to repair the damage caused by such Casualty.

          (b)  LANDLORD'S AND TENANT'S RIGHTS. If a material portion of the
Premises or the Building is damaged by Casualty such that Tenant is prevented
from conducting its business in the Premises in a manner reasonably comparable
to that conducted immediately before such Casualty and Landlord estimates that
the damage caused thereby cannot be repaired within 270 days after the Casualty,
then Tenant may terminate this Lease by delivering written notice to


                                      -17-
<PAGE>   27


Landlord of its election to terminate within 30 days after the Damage Notice has
been delivered to Tenant. If Tenant does not so timely terminate this Lease,
then (subject to Section 15.(c)) Landlord shall repair the Building or the
Premises, as the case may be, as provided below, and Rent for the portion of the
Premises rendered untenantable by the damage shall be abated on a reasonable
basis from the date of damage until the completion of the repair, unless a
Tenant Party caused such damage, in which case, Tenant shall continue to pay
Rent without abatement.

          (c)  LANDLORD'S RIGHTS. If a Casualty damages a material portion of
the Building, and Landlord makes a good faith determination that restoring the
Premises would be uneconomical, or if Landlord is required to pay any insurance
proceeds arising out of the Casualty to a Landlord's Mortgagee, then Landlord
may terminate this Lease by giving written notice of its election to terminate
within 30 days after the Damage Notice has been delivered to Tenant, and Basic
Rent and Additional Rent shall be abated as of the date of the Casualty.

          (d)  REPAIR OBLIGATION. If neither party elects to terminate this
Lease following a Casualty, then Landlord shall, within a reasonable time after
such Casualty, begin to repair the Building and the Premises and shall proceed
with reasonable diligence to restore the Building and Premises to substantially
the same condition as they existed immediately before such Casualty; however,
Landlord shall not be required to repair or replace any of the furniture,
equipment, fixtures (including trade fixtures), and other personal property
which may have been placed by, or at the request of, Tenant or other occupants
in the Building or the Premises, and Landlord's obligation to repair or restore
the Building or Premises shall be limited to the extent of the insurance
proceeds actually received by Landlord for the Casualty in question. If at any
time Landlord nobly determines that the insurance proceeds shall be insufficient
to pay to substantially complete the restoration of the Premises and Landlord
elects not to pursue and/or substantially complete such restoration, Landlord
shall give written notice to Tenant and Tenant shall have the right to terminate
this Lease by written notice to Landlord within (30) days after receipt of such
notice from Landlord.

     16.  PERSONAL PROPERTY TAXES. Tenant shall be liable for all taxes levied
or assessed against personal property, furniture, or fixtures placed by Tenant
in the Premises. If any taxes for which Tenant is liable are levied or assessed
against Landlord or Landlord's property and Landlord elects to pay the same
after giving written notice to Tenant at least ten (10) days in advance, or if
the assessed value of Landlord's property is increased by inclusion of such
personal property, furniture or fixtures and Landlord elects to pay the taxes
based on such increase, then Tenant shall pay to Landlord, within thirty (30)
days after receiving a written demand, the part of such taxes for which Tenant
is primarily liable hereunder; however, Landlord shall not pay such amount if
Tenant notifies Landlord that it will contest the validity or amount of such
taxes before Landlord makes such payment, and thereafter diligently proceeds
with such contest in accordance with law and if the non-payment thereof does not
pose a threat of loss or seizure of the Building or interest of Landlord therein
or impose any fee or penalty against Landlord.

     17.  EVENTS OF DEFAULT. Each of the following occurrences shall be an
"EVENT OF DEFAULT":


                                      -18-
<PAGE>   28


          (a)  Tenant's failure to pay Rent within five days after Landlord has
delivered notice to Tenant that the same is due; however, an Event of Default
shall occur hereunder without any obligation of Landlord to give any notice if
Landlord has given Tenant written notice under this Section 17.(a) on more than
one occasion during the twelve (12) month interval preceding such failure by
Tenant;

          (b)  Tenant (1) abandons the Premises or any substantial portion
thereof or (2) fails to continuously operate its business in the Premises and in
every other location;

          (c)  Tenant fails to comply with the Permitted Use set forth herein
and the continuance of such failure for a period of five (5) days after Landlord
has delivered to Tenant written notice thereof,

          (d)  Tenant fails to provide any estoppel certificate within the time
period required under Section 25.(e) and such failure shall continue for five
days after written notice thereof from Landlord to Tenant;

          (e)  Tenant's failure to perform, comply with, or observe any other
agreement or obligation of Tenant under this Lease and the continuance of such
failure for a period of more than 30 days after Landlord has delivered to Tenant
written notice thereof; provided that if the default is of such a nature that it
may not be reasonably cured within thirty (30) days, then no Event of Default
shall occur hereunder if Tenant commences curing same within such thirty (30)
day period and thereafter diligently and continuously pursues such cure to
completion within a period of not more than ninety (90) days after the delivery
of such notice; and

          (f)  The filing of a petition by or against Tenant (the term "TENANT"
shall include, for the purpose of this Section 17.(f), any guarantor of Tenant's
obligations hereunder) (1) in any bankruptcy or other insolvency proceeding; (2)
seeking any relief under any state or federal debtor relief law; (3) for the
appointment of a liquidator or receiver for all or substantially all of Tenant's
property or for Tenant's interest in this Lease; or (4) for the reorganization
or modification of Tenant's capital structure; however, if such a petition is
filed against Tenant, then such filing shall not be an Event of Default unless
Tenant fails to have the proceedings initiated by such petition dismissed within
90 days after the filing thereof.

     18.  REMEDIES. Upon an Event of Default, Landlord may, in addition to all
other rights and remedies afforded Landlord hereunder, take any of the following
actions:

          (a)  Terminate this Lease by giving Tenant written notice thereof, in
which event Tenant shall pay to Landlord the sum of (1) all Rent accrued
hereunder through the date of termination, (2) all amounts due under Section
19.(a), and (3) an amount equal to (A) the total Rent that Tenant would have
been required to pay for the remainder of the Term plus Landlord's estimate of
aggregate expenses of reletting to the Premises (to the extent not actually
reimbursed under said Section 19.(a)), discounted to present value at a per
annum rate equal to the "Prime


                                      -19-
<PAGE>   29


Rate" as published on the date this Lease is terminated by THE WALL STREET
JOURNAL, Northeast Edition, in its listing of "Money Rates," minus one percent,
minus (B) the then present fair rental rate value of the Premises for such
period, similarly discounted;

          (b)  Terminate Tenant's right to possess the Premises without
terminating this Lease by giving written notice thereof to Tenant, in which
event Tenant shall pay to Landlord (1) all Rent and other amounts accrued
hereunder to the date of termination of possession, (2) all amounts due from
time to time under Section 19.(a), and (3) all Rent and other net sums required
hereunder to be paid by Tenant during the remainder of the Term, diminished by
any net sums thereafter received by Landlord through reletting the Premises
during such period, after deducting all out-of-pocket costs incurred by Landlord
in reletting the Premises. Landlord shall use reasonable efforts to relet the
Premises on such terms as Landlord in its sole discretion may determine
(including a term different from the Term, rental concessions, and alterations
to, and improvement of, the Premises); however, Landlord shall not be obligated
to relet the Premises before leasing other portions of the Building. Landlord
shall not be liable for, nor shall Tenant's obligations hereunder be diminished
because of, Landlord's failure to relet the Premises or to collect rent due for
such reletting. Tenant shall not be entitled to the excess of any consideration
obtained by reletting over the Rent due hereunder. Reentry by Landlord in the
Premises shall not affect Tenant's obligations hereunder for the unexpired Term;
rather, Landlord may, from time to time, bring an action against Tenant to
collect amounts due by Tenant, without the necessity of Landlord's waiting until
the expiration of the Term. Unless Landlord delivers written notice to Tenant
expressly stating that it has elected to terminate this Lease, all actions taken
by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to
be taken under this Section 18.(b). If Landlord elects to proceed under this
Section 18.(b), it may at any time elect to terminate this Lease under Section
18.(a); or

          (c)  Additionally, without notice, Landlord may alter locks or other
security devices at the Premises to deprive Tenant of access thereto, and
Landlord shall not be required to provide a new key or right of access to
Tenant.

     Any and all remedies set forth in this Lease: (i) shall be in addition to
any and all other remedies Landlord may have at law or in equity; (ii) shall be
cumulative; and (iii) may be pursued successively or concurrently as Landlord
may elect. The exercise of any remedy by Landlord shall not be deemed an
election of remedies or preclude Landlord from exercising any other remedies in
the future. Notwithstanding the foregoing, Landlord shall only recover its
damages allowed hereunder once.


     19.  PAYMENT BY TENANT; NON-WAIVER

          (a)  PAYMENT BY TENANT. Upon any Event of Default, Tenant shall pay to
Landlord all costs incurred by Landlord (including court costs and reasonable
attorneys' fees and expenses) in (1) obtaining possession of the Premises, (2)
removing and storing Tenant's or any other occupant's property, (3) repairing,
restoring, altering, remodeling, or otherwise putting the Premises into
condition acceptable to a new tenant, (4) if Tenant is dispossessed of the
Premises and this Lease is not terminated, resetting all or any part of the
Premises (including brokerage commissions, cost of tenant finish work, and other
costs incidental to such reletting), (5)


                                      -20-
<PAGE>   30


performing Tenant's obligations which Tenant failed to perform, and (6)
enforcing, or advising Landlord of, its rights, remedies, and recourses arising
out of the Event of Default. To the full extent permitted by law, Landlord and
Tenant agree the federal and state courts of the state in which the Premises are
located shall have exclusive Jurisdiction over any matter relating to or arising
from this Lease and the parties' rights and obligations under this Lease.

          (b)  NO WAIVER. Landlord's acceptance of Rent following an Event of
Default shall not waive Landlord's rights regarding such Event of Default. No
waiver by Landlord of any violation or breach of any of the terms contained
herein shall waive Landlord's rights regarding any future violation of such
Term. Landlord's acceptance of any partial payment of Rent shall not waive
Landlord's rights with regard to the remaining portion of the Rent that is due,
regardless of any endorsement or other statement on any instrument delivered in
payment of Rent or any writing delivered in connection therewith; accordingly,
Landlord's acceptance of a partial payment of Rent shall not constitute an
accord and satisfaction of the full amount of the Rent that is due.

     20.  LANDLORD'S LIEN. Intentionally omitted, provided that the deletion of
this Section shall not be construed to be a waiver of Landlord's lien rights
provided by law.

     21.  SURRENDER OF PREMISES. No act by Landlord shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept a
surrender of the Premises shall be valid unless it is in writing and signed by
Landlord. At the expiration or termination of this Lease, Tenant shall deliver
to Landlord the Premises with all improvements located therein in the condition
required by Section 8(b) of this Lease, free of Hazardous Materials placed on
the Premises during the Term, broom-clean, reasonable wear and tear (and
condemnation and Casualty damage not caused by Tenant, as to which Sections 14
and 15 shall control) excepted, and shall deliver to Landlord all keys to the
Premises. Provided that Tenant has performed all of its obligations hereunder,
Tenant shall remove all trade fixtures, equipment, furniture, and personal
property placed in the Premises or elsewhere in the Building by Tenant and all
alterations, additions, improvements and wiring which, when approved by
Landlord, were required to be removed from the Premises at the earlier
expiration or termination of the Term of this Lease, and may remove all
fixtures, alterations, additions, improvements and wiring which, when approved
by Landlord were permitted to be removed by Tenant from the Premises at the
earlier termination of the Term of this Lease. Tenant shall repair all damage
caused by such removal. All items not so removed shall, at Landlord's option, be
deemed to have been abandoned by Tenant and may be appropriated, sold, stored,
destroyed, or otherwise disposed of by Landlord without notice to Tenant and
without any obligation to account for such items; any such disposition shall not
be considered a strict foreclosure. The provisions of this Section 21 shall
survive the end of the Term.

     22.  HOLDING OVER. If Tenant fails to vacate the Premises at the end of the
Term, then Tenant shall be a tenant at sufferance and, in addition to all other
damages and remedies to which Landlord may be entitled for such holding over,
Tenant shall pay, in addition to the other Rent, a daily Basic Rent equal to the
greater of (a) 150% of the daily Basic Rent payable during the last month of the
Term, or (b) 125% of the prevailing rental rate in the Building for similar
space. The provisions of this Section 22 shall not be deemed to limit or
constitute a waiver of any other


                                      -21-
<PAGE>   31


rights or remedies of Landlord provided herein or at law. If Tenant fails to
surrender the Premises upon the termination or expiration of this Lease, in
addition to any other liabilities to Landlord accruing therefrom, Tenant shall
protect, defend, indemnify and hold Landlord harmless from all loss, costs
(including reasonable attorneys' fees) and liability resulting from such
failure, including, without limiting the generality of the foregoing, any claims
made by any succeeding tenant founded upon such failure to surrender, and any
lost profits to Landlord resulting therefrom.

     23.  CERTAIN RIGHTS RESERVED BY LANDLORD. Provided that the exercise of
such rights does not unreasonably interfere with Tenant's occupancy of the
Premises, Landlord shall have the following rights:

          (a)  To make inspections and to make repairs, alterations, additions,
changes, or improvements required for Landlord to perform its obligations under
this Lease, whether structural or otherwise, in and about the Building, or any
part thereof; to enter upon the Premises (after giving Tenant reasonable advance
notice thereof, except in cases of real or apparent emergency, in which case no
notice shall be required) for any of the foregoing purposes and, during the
continuance of any such work, to temporarily close doors, entryways, public
space, and corridors in the Building, and to interrupt or temporarily suspend
Building services and facilities, provided that Landlord shall minimize any
interference with Tenant's business operations; and to change the name of the
Building;

          (b)  To take such reasonable measures as Landlord deems advisable for
the security of the Building and its occupants; evacuating the Building for
cause, suspected cause, or for drill purposes; and temporarily denying access to
the Building (which access shall not be denied for any reason within Landlord's
control for longer than one (1) business day); and

          (c)  Upon at least twenty-four (24) hours of advance notice (which may
be by telephone) to Tenant unless otherwise agreed to by tenant (orally or in
writing), to enter the Premises at reasonable hours to show the Premises to
prospective purchasers, lenders, or, during the last 12 months of the Term,
tenants.

     24.  INTENTIONALLY OMITTED.

     25.  MISCELLANEOUS.

          (a)  LANDLORD TRANSFER. Landlord may transfer any portion of the
Building and any of its rights under this Lease. If Landlord assigns its rights
under this Lease, then Landlord shall thereby be released from any further
obligations hereunder arising after the date of transfer, provided that, by
accepting such transfer the assignee shall be deemed to have assumed Landlord's
obligations hereunder in writing.

          (b)  LANDLORD'S LIABILITY. The liability of Landlord to Tenant for any
default by Landlord under the terms of this Lease shall be limited to Tenant's
actual direct, but not consequential, damages therefor and shall be recoverable
only from the interest of Landlord in the Building and proceeds of any insurance
relating to the Building, and Landlord shall not be


                                      -22-
<PAGE>   32


personally liable for any deficiency (except for any such insurance proceeds).
This Section shall not limit any remedies which Tenant may have for Landlord's
defaults which do not involve the personal liability of Landlord.

          (c)  FORCE MAJEURE. Other than for Tenant's obligations under this
Lease that can be performed by the payment of money (E.G., payment of Rent and
maintenance of insurance), whenever a period of time is herein prescribed for
action to be taken by either party hereto, such party shall not be liable or
responsible for, and there shall be excluded from the computation of any such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws, regulations, or restrictions, or any
other causes of any kind whatsoever which are beyond the control of such party.

          (d)  BROKERAGE. Neither Landlord nor Tenant has dealt with any broker
or agent in connection with the negotiation or execution of this Lease, other
than Grubb & Ellis Management Services, Inc. and Spaulding & Slye Services
Limited Partnership, whose commissions shall be paid by Landlord. Tenant and
Landlord shall each indemnify the other against all costs, expenses, attorneys'
fees, and other liability for commissions or other compensation claimed by any
broker or agent claiming the same by, through, or under the indemnifying party.

          (e)  ESTOPPEL CERTIFICATES. From time to time, Tenant shall furnish to
any party designated by Landlord, within ten days after Landlord has made A
written request therefor, a certificate signed by Tenant confirming and
containing such factual certifications and representations as to this Lease as
Landlord may reasonably request. Unless otherwise required by Landlord's
Mortgagee or a prospective purchaser or mortgagee of the Building, the initial
form of estoppel certificate to be signed by Tenant is attached hereto as
EXHIBIT F.

          (f)  NOTICES. All notices and other communications given pursuant to
this Lease shall be in writing and shall be (1) mailed by first class, United
States Mail, postage prepaid, certified, with return receipt requested, and
addressed to the parties hereto at the address specified in the Basic Lease
Information, (2) hand delivered to the intended address, or (3) sent by a
nationally recognized overnight courier service. All notices shall be effective
upon delivery to the address of the addressee. The parties hereto may change
their addresses by giving notice thereof to the other in conformity with this
provision.

          (g)  SEPARABILITY. If any clause or provision of this Lease is
illegal, invalid, or unenforceable under present or future laws, then the
remainder of this Lease shall not be affected thereby and in lieu of such clause
or provision, there shall be added as a part of this Lease a clause or provision
as similar in terms to such illegal, invalid, or unenforceable clause or
provision as may be possible and be legal, valid, and enforceable.

          (h)  AMENDMENTS; AND BINDING EFFECT. This Lease may not be amended
except by instrument in writing signed by Landlord and Tenant. No provision of
this Lease shall be deemed to have been waived by Landlord unless such waiver is
in writing signed by Landlord, and no custom or practice which may evolve
between the parties in the administration of the terms hereof shall waive or
diminish the right of Landlord to insist upon the performance


                                      -23-
<PAGE>   33


by Tenant in strict accordance with the terms hereof. The terms and conditions
contained in this Lease shall inure to the benefit of and be binding upon the
parties hereto, and upon their respective successors in interest and legal
representatives, except as otherwise herein expressly provided. This Lease is
for the sole benefit of Landlord and Tenant, and, other than Landlord's
Mortgagee, no third party shall be deemed a third party beneficiary hereof.

          (i)  QUIET ENJOYMENT. Provided Tenant has performed all of its
obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the
Premises for the Term, without hindrance from Landlord or any party claiming by,
through, or under Landlord, but not otherwise, subject to the terms and
conditions of this Lease. Landlord represents and warrants to Tenant that
Landlord is the record owner of the Building in fee simple.

          (j)  NO MERGER. There shall be no merger of the leasehold estate
hereby created with the fee estate in the Premises or any part thereof if the
same person acquires or holds, directly or indirectly, this Lease or any
interest in this Lease and the fee estate in the leasehold Premises or any
interest in such fee estate.

          (k)  NO OFFER. The submission of this Lease to Tenant shall not be
construed as an offer, and Tenant shall not have any rights under this Lease
unless Landlord executes a copy of this Lease and delivers it to Tenant.

          (l)  ENTIRE AGREEMENT. This Lease constitutes the entire agreement
between Landlord and Tenant regarding the subject matter hereof and supersedes
all oral statements and prior writings relating thereto. Except for those set
forth in this Lease, no representations, warranties, or agreements have been
made by Landlord or Tenant to the other with respect to this Lease or the
obligations of Landlord or Tenant in connection therewith. The normal rule of
construction that any ambiguities be resolved against the drafting party shall
not apply to the interpretation of this Lease or any exhibits or amendments
hereto.

          (m)  WAIVER OF JURY TRIAL. To the maximum extent permitted by law,
Landlord and Tenant each waive right to trial by jury in any litigation arising
out of or with respect to this Lease.

          (n)  GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the State in which the Premises are located.

          (o)  JOINT AND SEVERAL LIABILITY. If Tenant is comprised of more than
one party, each such party shall be jointly and severally liable for Tenant's
obligations under this Lease.

          (p)  FINANCIAL REPORTS. Within 15 days after Landlord's request,
Tenant will furnish Tenant's most recent audited financial statements (including
any notes to them) to Landlord, or, if no such audited statements have been
prepared, such other financial statements (and notes to them) as may have been
prepared by an independent certified public accountant or, failing those,
Tenant's internally prepared financial statements. If Tenant is a publicly
traded corporation, Tenant may satisfy its obligations hereunder by providing to
Landlord Tenant's


                                      -24-
<PAGE>   34


most recent annual and quarterly reports. Tenant will discuss its financial
statements with Landlord. Landlord will not disclose any aspect of Tenant's
financial statements that Tenant designates to Landlord as confidential except
(1) to Landlord's Mortgagee or prospective purchasers of the Building, provided
such Landlord's Mortgagee or prospective purchaser agrees to keep the financial
statements confidential to the extent required under this Section 25.(p), (2) in
litigation between Landlord and Tenant, and (3) if required by court order.
Tenant shall not be required to deliver the financial statements required under
this Section 25.(p) more than once in any 12-month period unless requested by
Landlord's Mortgagee or a prospective buyer or lender of the Building or an
Event of Default occurs.

          (q)  LANDLORD'S FEES. Whenever Tenant requests Landlord to take any
action not required of it hereunder or give any consent required or permitted
under this Lease, Tenant will reimburse Landlord for Landlord's reasonable
out-of-pocket costs payable to third parties and incurred by Landlord in
reviewing the proposed action or consent, including without limitation
reasonable attorneys', engineers' or architects' fees, within thirty (30) days
after Landlord's delivery to Tenant of a statement of such costs. Tenant will be
obligated to make such reimbursement without regard to whether Landlord consents
to any such proposed action.

          (r)  TELECOMMUNICATIONS. Tenant and its telecommunications companies,
including but not limited to local exchange telecommunications companies and
alternative access vendor services companies, shall have no right of access to
and within the Building other than within the Premises, for the installation and
operation of telecommunications systems including but not limited to voice,
video, data, and any other telecommunications services provided over wire, fiber
optic, microwave, wireless, and any other transmission systems, for part or all
of Tenant's telecommunications within the Premises and from the Premises to any
other location without Landlord's prior written consent (which consent shall not
be unreasonably withheld or delayed). Notwithstanding any provisions of this
Section 24.(r) to the contrary, and provided Tenant obtains Landlord's prior
written consent as aforesaid, Tenant may make or perform certain installations
affecting Tenant's telecommunications systems provided that: (1) any such
installations only affect the Premises; (11) no such installations affect any of
the Building HVAC, mechanical, electrical or plumbing systems; (iii) Tenant
shall promptly repair and restore any damage caused by any such installation;
and (iv) upon Landlord's request, at the earlier termination or expiration of
this Lease, Tenant shall restore the Premises to the condition that existed on
the date of this Lease.

          (s)  CONFIDENTIALITY. Tenant acknowledges that the terms and
conditions of this Lease are to remain confidential for Landlord's benefit, and
may not be disclosed by Tenant to anyone, by any manner or means, directly or
indirectly, without Landlord's prior written consent, other than to Tenant's
investors, governmental contractors, lenders, accountants, attorneys and other
advisors provided such advisors agree to keep the terms and conditions of this
Lease confidential to the extent required under this Section 25.(s) or in
connection with any litigation or other legal proceeding and/or in order to
comply with any Laws and/or the rules or regulations of any stock exchange,
including any requirement to attach this Lease as an exhibit to any filing with
the Securities and Exchange Commission. The consent by Landlord to any
disclosures shall not be deemed to be a waiver on the part of Landlord of any
prohibition against any future disclosure.


                                      -25-
<PAGE>   35


          (t)  HAZARDOUS MATERIALS. The term "HAZARDOUS MATERIALS" means any
substance, material, or waste which is now or hereafter classified or considered
to be hazardous, toxic, or dangerous under any Law relating to pollution or the
protection or regulation of human health, natural resources or the environment,
or poses or threatens to pose a hazard to the health or safety of persons on the
Premises or in the Building. Tenant shall not use, generate, store, or dispose
of, or permit the use, generation, storage or disposal of Hazardous Materials on
or about the Premises or the Building except in a manner and quantity necessary
for the ordinary performance of Tenant's business, and then in compliance with
all Laws and the provisions of this Lease. Tenant represents and warrants to
Landlord that attached hereto as Exhibit I is a list of all Hazardous Materials
and the approximate quantity of each such Hazardous Materials which Tenant
intends to bring onto the Premises or any other portion of the Building during
the Term. Prior to bringing any new Hazardous Material onto the Premises or any
other portion of the Building or increasing the quantity of any Hazardous
Material listed on Exhibit I, Tenant shall provide Landlord with prior written
notice thereof and shall obtain Landlord's prior written approval with respect
thereto, which approval by Landlord shall not be unreasonably withheld or
delayed. If Tenant breaches its obligations under this Section 25.(t), Landlord
may immediately take any and all action reasonably appropriate to remedy the
same, including taking all appropriate action to clean up or remediate any
contamination resulting from Tenant's use, generation storage or disposal of
Hazardous Materials. Tenant shall defend, indemnify, and hold harmless Landlord
and its representatives and agents from and against any and all claims, demands,
liabilities, causes of action, suits, judgments, damages and expenses (including
reasonable attorneys' fees and cost of clean up and remediation) arising from
Tenant's failure to comply with the provisions of this Section 25.(t). This
indemnity provision shall survive termination or expiration of the Lease. Within
thirty (30) days after Landlord delivers the Premises to Tenant in accordance
with the provisions of this Lease, Tenant shall deliver to Landlord a baseline
environmental site assessment report (the "BASELINE ESA REPORT") prepared by an
environmental consultant approved by Landlord, which Baseline ESA Report shall
address the criteria set forth on Exhibit L attached hereto. The Baseline ESA
Report shall be prepared at Tenant's sole cost and expense and shall provide
that Landlord is entitled to rely on the Baseline ESA Report. Within a
reasonable time after the later of (i) the earlier termination or expiration of
this Lease and (ii) the date Tenant or any other party deriving rights in and to
the Premises surrenders possession thereof in accordance with the provisions of
this Lease, Landlord shall obtain and deliver to Tenant an environmental site
assessment report (the "FINAL ESA REPORT") which addresses the criteria set
forth on Exhibit L attached hereto. The Final ESA Report shall be prepared at
Landlord's sole cost and expense and shall provide that Tenant is entitled to
rely on the Final ESA Report.

          (u)  LIST OF EXHIBITS. All exhibits and attachments attached hereto
are incorporated herein by this reference.

               Exhibit A      -   Outline of Premises
               Exhibit B      -   Legal Description of Land
               Exhibit C      -   Building Rules and Regulations
               Exhibit D-1    -   Tenant Finish-Work: Allowance


                                      -26-
<PAGE>   36


               Exhibit D-2    -   Plan Detailing Areas Relating to Exterior
                                  Trade Fixtures
               Exhibit D-3    -   Landlord's Approved Contractors
               Exhibit E      -   Amendment No. 1
               Exhibit F      -   Form of Tenant Estoppel Certificate
               Exhibit G      -   Parking
               Exhibit H      -   Sample Letter of Credit
               Exhibit I      -   List of Hazardous Materials Used by Tenant
               Exhibit J      -   Form of Subordination, Non-disturbance and
                                  Attornment Agreement
               Exhibit K      -   Renewal Option
               Exhibit L      -   Baseline ESA Report Criteria

          (v)  TIME OF ESSENCE. Time is of the essence of this Lease and each
and all of its provisions.

          (w)  SIGNAGE. Tenant may install, at Tenant's risk and expense,
exterior signage on the Building, in accordance with all Laws and subject to
Landlord's prior approval and consent, which shall not be unreasonably withheld,
delayed or conditioned.

          (x)  ACCESS. Tenant shall have twenty-four (24) hour access to the
Premises, seven (7) days a week (subject to force majeure, emergency, etc.),
fifty-two (52) weeks per year.

          (y)  FAILURE OF TENANT TO CONTINUOUSLY OCCUPY THE PREMISES. If, for
more than one hundred eighty (180) consecutive days or more than one hundred
eighty (180) days in a three hundred sixty-five (365) day period, Tenant (1)
vacates the Premises or (2) fails to continuously operate its business therein,
Landlord may terminate the Lease upon giving written notice to Tenant as of the
date specified in such notice. If Landlord terminates this Lease, then this
Lease shall terminate and neither party shall have any further obligations
hereunder as of the terminate date except as otherwise provided herein and
Tenant shall pay to Landlord all Rent accrued through the termination date.
Thereafter, Landlord may lease the Premises (or any portion thereof) to any
person without liability to Tenant.

     26.  OTHER PROVISIONS. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED
WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL
PURPOSE, AND TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE
CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS
HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL
CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION,
NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER,
WHETHER EXPRESS OR IMPLIED.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -27-
<PAGE>   37


     IN WITNESS WHEREOF, and in consideration of the mutual entry into this
Lease and for other good and valuable consideration, and intending to be legally
bound, each party hereto has caused this Lease Agreement to be duly executed as
a Massachusetts instrument under seal as of the day and year first above
written.

                                       TENANT:

                                       EVERGREEN SOLAR, INC., a Delaware
                                       corporation

                                       By:  /s/ Mark A. Farber
                                            -----------------------------------
                                            Name: Mark A. Farber
                                                  -----------------------------
                                            Title: President/Vice President

                                       By:  /s/ Richard G. Chebloski
                                            -----------------------------------
                                            Name: Richard G. Chebloski
                                                  -----------------------------
                                            Title: Treasurer/Assistant Treasurer


                                       LANDLORD:

                                       W9/TIB REAL ESTATE LIMITED PARTNERSHIP, a
                                       Delaware limited partnership

                                       By:  W9/TIB Gen-Par, Inc., a Delaware
                                            corporation, its general partner

                                            By: /s/ S. M. Abelman
                                                --------------------------------
                                                Name: Stephen M. Abelman
                                                      --------------------------
                                                Title: Assistant Vice President


                                      -28-
<PAGE>   38


                                    EXHIBIT A

                               OUTLINE OF PREMISES

                                    (OMITTED)


<PAGE>   39


                                    EXHIBIT B

                            LEGAL DESCRIPTION OF LAND


                                    PARCEL 1

That certain parcel of land situated on the northerly side of Cedar Hill Street,
Marlborough, Middlesex County, Massachusetts, shown as Lot A on a plan entitled
"Subdivision Plan of Land in Marlborough, MA (Middlesex County), Scale 1" = 50',
Date: September 30, 1985, Prepared by: Beals and Thomas, Inc., Two Westborough
Business Park, 200 Friberg Parkway, Westborough, Massachusetts 01581," recorded
in the Middlesex South District Registry of Deeds as Plan No. 1360 of 1985 in
Plan Book 16485, Page End (the "Plan") and more particularly bounded and
described as follows:

Beginning at a point which is located at the southeasterly corner of the
premises herein described and the northerly street line of Cedar Hill Street as
shown on said plan: thence

S86(Degree)-18'-56"W     a distance of seven and sixty four hundredths feet
                         (7.64) to a point; thence

S86(Degree)-01'-27"W     a distance of twelve and ninety seven hundredths feet
                         (12.97) to a point; thence

S88(Degree)-15'-47"W     a distance of seventy nine and thirty eight hundredths
                         feet (79.38) to a point; thence

N80(Degree)-00'-00"W     a distance of two hundred ten and no hundredths feet
                         (210.00) to a point; thence

N81(Degree)-43'-23"W     a distance of one hundred thirty eight and eighty nine
                         hundredths feet (138.89) to a point; thence

N83(Degree)-12'-23"W     a distance of two hundred thirty five and thirty eight
                         hundredths feet (235.38) to a point; the previous six
                         (6) courses bounding on the northerly side of Cedar
                         Hill Street; thence

N08(Degree)-26'-57"E     a distance of three hundred thirty four and four
                         hundredths feet (334.04) to a point; thence

S81(Degree)-33'-03"E     a distance of eighty four and seventy four hundredths
                         feet (84.74) to a point; thence

N45(Degree)-02'-44"E     a distance of forty nine and thirty seven hundredths
                         feet (49.37) to a point; thence

S67(Degree)-52'-02"E     a distance of one hundred and fifty seven and nine
                         hundredths feet (157.09) to a point; thence


                                      B-1
<PAGE>   40


N22(Degree)-07'-58"E     a distance of fifty eight and no hundredths feet
                         (58.00) to a point; thence

S67(Degree)-52'-02"E     a distance of two hundred ninety and no hundredths feet
                         (290.00) to a point; thence

N22(Degree)-07'-58"E     a distance of one hundred eighty and no hundredths feet
                         (180.00) to a point; the previous seven (7) courses
                         bounding on Lot B; thence

N00(Degree)-17'-30"E     a distance of two hundred fifty three and forty nine
                         hundredths (253.49) to a point bounding in part on Lot
                         B and in part on Lot C; thence

S89(Degree)-42'-10"E     a distance of eighty eight and seventy six hundredths
                         feet (88.76) to a point bounding on Lot C; thence

S06(Degree)-25'-41"W     a distance of seven hundred forty three and twenty one
                         hundredths feet (743.21) to the point of beginning,
                         bounding in part on land now or formerly James R.
                         Adams, Northwood Dev. Corp. and on land now or formerly
                         Alan G. Germaine ET AL.


                                    PARCEL 2

That certain parcel of land situated on the northerly side of Cedar Hill Street,
Marlborough, Middlesex County, Massachusetts shown as Lot B on the Plan and more
particularly bounded and described as follows:

Beginning at a point which is located at the southwesterly corner of the
premises herein described and the northerly street line of Cedar Hill Street,
shown on said plan; thence

N08(Degree)-26'-57"E     a distance of four hundred twenty and no hundredths
                         feet (420.00) to a point; thence

N24(Degree)-33'-31"E     a distance of three hundred fifteen and twenty nine
                         hundredths feet (315.29) to a point; thence

S75(Degree)-53'-34"E     a distance of one hundred fifty and no hundredths feet
                         (150.00) to a point; thence

S79(Degree)-01'-54"E     a distance of three hundred ninety one and twenty five
                         hundredths feet (391.25) to a point; the previous four
                         (4) courses bounding on Lot C; thence

S00(Degree)-17'-50"w     a distance of one hundred ninety two and twenty six
                         hundredths feet (192.26) to a point; thence

S22(Degree)-07'-58"W     a distance of one hundred eighty and no hundredths feet
                         (180.00) to a point; thence


                                      B-2
<PAGE>   41


N67(Degree)-52'-02"W     a distance of two hundred ninety and no hundredths feet
                         (290.00) to a point; thence

S22(Degree)-07'-58"W     a distance of fifty eight and no hundredths feet
                         (58.00) to a point; thence

N67(Degree)-52'-02"W     a distance of one hundred fifty seven and nine
                         hundredths feet (157.09) to a point; thence

S45(Degree)-02'-44"W     a distance of forty nine and thirty seven hundredths
                         feet (49.37) to a point; thence

N81(Degree)-33'-03"W     a distance of eighty four and seventy four hundredths
                         feet (84.74) to a point; thence

S08(Degree)-26'-57"W     a distance of three hundred thirty four and four
                         hundredths feet (334.04) to a point; the previous eight
                         (8) courses bounding on Lot A; thence

N83(Degree)-12'-23"W     a distance of fifty and two hundredths feet (50.02) to
                         the point of beginning, bounding on the northerly side
                         of Cedar Hill Street.


                                    PARCEL 3

The exclusive and non-exclusive reciprocal easements, rights, benefits and
appurtenances for drainage, ingress, egress, vehicular and pedestrian passage,
installation, operation and maintenance of separate and common utilities, and
other miscellaneous purposes including, but not limited to, use of a detention
pond, appurtenant to Parcel 1 and Parcel 2 as said easements are shown on that
certain plan entitled "Easement Plan of Land in Marlborough, MA (Middlesex
County)," Scale: 1"=50', Date: December 27, 1985, and revised on February 20,
1986, prepared by Beals and Thomas, Inc., Two Westborough Business Park, 200
Friberg Parkway, Westborough, MA 01581 and recorded in said Deeds as Plan No.
434 of 1986, all as more particularly described in and incorporated herein by
reference to that certain Declaration of Easements dated as of April 2, 1986 and
recorded in said Deeds in Book 16893, Page 434.


                                      B-3
<PAGE>   42


                                    EXHIBIT C

                         BUILDING RULES AND REGULATIONS


                                   (omitted)









<PAGE>   43


                                   EXHIBIT D-1

                          TENANT FINISH-WORK: ALLOWANCE

                                   (omitted)
<PAGE>   44


                                   EXHIBIT D-2

            PLAN DETAILING AREAS RELATING TO EXTERIOR TRADE FIXTURES

                                    (OMITTED)



<PAGE>   45


                                  EXHIBIT D-3

                                   (OMITTED)
<PAGE>   46


                                    EXHIBIT E

                                    (OMITTED)
<PAGE>   47


                                    EXHIBIT F

                       FORM OF TENANT ESTOPPEL CERTIFICATE

                                    (OMITTED)


                                      F-1
<PAGE>   48
                                    EXHIBIT G

                                     PARKING

                                   (omitted)

<PAGE>   49


                                    EXHIBIT H

                             SAMPLE LETTER OF CREDIT

                                   (omitted)
<PAGE>   50


                                    EXHIBIT I

                    LIST OF HAZARDOUS MATERIAL USED BY TENANT

                                    (OMITTED)


<PAGE>   51


                                    EXHIBIT J

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


                                    (OMITTED)


                                      K-1
<PAGE>   52


                                   EXHIBIT K

                                 RENEWAL OPTION

                                   (omitted)
<PAGE>   53


                                    EXHIBIT L

                          BASELINE ESA REPORT CRITERIA

                                   (Omitted)