<PAGE>

                                 EXHIBIT 10.89

                        LEASE FOR STATE STREET BUILDING
<PAGE>

                             1200 CROWN COLONY DRIVE

                                    L E A S E

                                    ARTICLE 1
                                    ---------

                                 Reference Data
                                 --------------

1.1      Subject Referred To
         -------------------
         Each reference in this Lease to any of the following subjects shall be
         construed to incorporate the data stated for that subject in this
         Section 1.1.

                  Date of this Lease:       November 30, 2000

                  Building:                 The seven (7) story building
                                            containing 234,668 rentable square
                                            feet of floor area (the "Rentable
                                            Floor Area of the Building").

                  Premises:                 The building and the parcel of land
                                            on which the Building is situated,
                                            located at 1200 Crown Colony Drive,
                                            Quincy, Massachusetts in the park
                                            commonly known as Crown Colony Place
                                            (the "Park"), such parcel of land
                                            being described in Exhibit A hereto
                                            (called the "Land") and the Premises
                                            being shown on Exhibit A-1 attached
                                            hereto.

                  Landlord:                 Crownview LLC

                  Original Notice
                  Address of Landlord:      c/o Nordblom Management Company,
                                            Inc. 15 Third Avenue Burlington,
                                            Massachusetts 01803

                  Tenant:                   SSB Realty LLC, a Delaware limited
                                            liability company

                  Original Notice
                  Address of Tenant:        1200 Crown Colony Drive
                                            Quincy, Massachusetts

                  Expiration Date:          March 31, 2011

                  Commencement Date:        The Date of this Lease

                  Rent Commencement
                  Date:                     February 1, 2001


                  Annual                    Fixed Rent Rate: $3,421,852.50 from
                                            the Rent Commencement Date through
                                            March 31, 2001; $6,922,706.00 from
                                            April 1, 2001 through the end of the
                                            3rd lease year (as hereinafter
                                            defined); $7,274,708.00 during the
                                            4th through 6th lease years; and
                                            $7,861,378.00 during the 7th lease
                                            year through the Expiration Date.

                  Monthly                   Fixed Rent Rate: $285,154.37 from
                                            the Rent Commencement Date through
                                            March 31, 2001; $576,892.16 from
                                            April 1, 2001 through the end of the
                                            3rd lease year (as hereinafter
                                            defined); $606,225.66 during the 4th
                                            through 6th lease years; and
                                            $655,114.83 during the 7th lease
                                            year through the Expiration Date.

                  Base Operating Costs:     $1,173,340.00

                  Base Taxes:               $880,005.00

                  Tenant's Percentage:      The total Rentable Floor Area of the
                                            Building, which is 100%

                  Permitted Uses:           General business offices and such
                                            other uses as are customarily
                                            incidental thereto.

                  Guarantor:                State Street Corporation

                  Public Liability Insurance Limits:

                      Commercial General Liability: $3,000,000 per occurrence
                                                    $5,000,000 general aggregate


1.2      Exhibits.
         --------

         The Exhibits listed below in this section are incorporated in this
         Lease by reference and are to be construed as a part of this Lease.

                  EXHIBIT A                 Legal Description
                  EXHIBIT A-1               Plan showing the Premises
                  EXHIBIT B                 HVAC Specifications


1.3      Table of Articles and Sections.
         ------------------------------

         ARTICLE 1 -- Reference Data
         ---------------------------
<TABLE>
<S>                                                                                                             <C>
         1.1      Subjects Referred To.......................................................................     1
</TABLE>

                                       1

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<TABLE>
<S>                                                                                                             <C>
         1.2      Exhibits...................................................................................     1
         1.3      Table of Articles and Sections.............................................................     1

         ARTICLE 2 -- Premises and Term
         ------------------------------

         2.1      Premises...................................................................................     3
         2.2      Term.......................................................................................     3
         2.3      Extension Option...........................................................................     3
                  2.3.1 Arbitration..........................................................................     3

         ARTICLE 3 - Condition; Tenant's Work
         ------------------------------------

         3.1      Condition of Premises; Tenant's Work.......................................................     4
         3.2      Allowance..................................................................................     4

         ARTICLE 4 -- Rent
         -----------------

         4.1      The Fixed Rent.............................................................................     4
         4.2      Additional Rent............................................................................     4
                  4.2.1    Real Estate Taxes.................................................................     4
                  4.2.2    Personal Property Taxes...........................................................     5
                  4.2.3    Operating Costs...................................................................     5
                  4.2.4    Insurance.........................................................................     6
                  4.2.5    Utilities.........................................................................     7
         4.3      Late Payment of Rent.......................................................................     7

         ARTICLE 5 -- Landlord's Covenants
         ---------------------------------

         5.1      Affirmative Covenants......................................................................     7
                  5.1.1    Heat and Air Conditioning.........................................................     7
                           5.1.1.1  Supplemental Cooling Units...............................................     7
                  5.1.2    Electricity.......................................................................     7
                           5.1.2.1  Back-up Generators.......................................................     7
                  5.1.3    Cleaning; Water...................................................................     7
                  5.1.4    Elevator; Fire Alarm..............................................................     7
                  5.1.5    Repairs...........................................................................     7
                  5.1.6    Landlord's Insurance..............................................................     8
                  5.1.7    Landscaping, Snow Removal; Grounds Maintenance....................................     8
                  5.1.8    Building Maintenance Person.......................................................     8
         5.2      Interruption...............................................................................     8
         5.3      Access.....................................................................................     8
         5.4      Union Labor................................................................................     8
         5.5      Tenant's Rights with respect to Management and Services....................................     8

         ARTICLE 6 -- Tenant's Additional Covenants
         ------------------------------------------

         6.1      Affirmative Covenants......................................................................     8
                  6.1.1    Perform Obligations...............................................................     8
                  6.1.2    Use...............................................................................     8
                  6.1.3    Repair and Maintenance............................................................     8
                  6.1.4    Compliance with Law...............................................................     9
                  6.1.5    Indemnification...................................................................     9
                  6.1.6    Landlord's Right to Enter.........................................................     9
                  6.1.7    Personal Property at Tenant's Risk................................................     9
                  6.1.8    Payment of Cost of Enforcement....................................................     9
                  6.1.9    Yield Up..........................................................................     9
                  6.1.10   Estoppel Certificate..............................................................    10
                  6.1.11   Rules and Regulations.............................................................    10

         6.2      Negative Covenants.........................................................................    10
                  6.2.1    Assignment and Subletting.........................................................    10
                  6.2.2    Nuisance..........................................................................    11
                  6.2.3    Hazardous Wastes and Materials....................................................    11
                  6.2.4    Floor Load; Heavy Equipment.......................................................    11
                  6.2.5    Installation, Alterations or Additions............................................    11
                           6.2.5.1 Rooftop Telecommunications Equipment......................................    11
                           6.2.5.2 Additional Generator......................................................    12
                  6.2.6    Abandonment.......................................................................    12
                  6.2.7    Signs.............................................................................    12
                  6.2.8    Parking and Storage...............................................................    12

         ARTICLE 7 -- Casualty or Taking
         -------------------------------

         7.1      Termination................................................................................    12
         7.2      Restoration................................................................................    13
         7.3      Award......................................................................................    13

         ARTICLE 8 -- Defaults
         ---------------------

         8.1      Events of Default..........................................................................    13
         8.2      Remedies...................................................................................    13
         8.3      Remedies Cumulative........................................................................    14
         8.4      Landlord's Right to Cure Defaults..........................................................    14
         8.5      Effect of Waivers of Default...............................................................    14
         8.6      No Waiver, etc.............................................................................    14
         8.7      No Accord and Satisfaction.................................................................    14

         ARTICLE 9 -- Rights of Holders
         ------------------------------

         9.1      Rights of Holders..........................................................................    14
         9.2      Lease Superior or Subordinate to Mortgages.................................................    14
</TABLE>

                                       2
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         ARTICLE 10 -- Miscellaneous Provisions
         --------------------------------------
<TABLE>
<S>                                                                                                              <C>
         10.1     Notices From One Party to the Other........................................................    15
         10.2     Quiet Enjoyment............................................................................    15
         10.3     Lease Not to be Recorded...................................................................    15
         10.4     Limitation of Landlord's Liability.........................................................    15
         10.5     Acts of God................................................................................    15
         10.6     Landlord's Default.........................................................................    15
         10.7     Brokerage..................................................................................    15
         10.8     Applicable Law and Construction............................................................    15
         10.9     Landlord's Representations.................................................................    15
         10.10    Entire Agreement...........................................................................    16
         10.11    Guaranty...................................................................................    16
         10.12    Tenant's Self-Help.........................................................................    16
         10.13    Cafeteria Equipment........................................................................    16
</TABLE>

                                    ARTICLE 2
                                    ---------

                                Premises and Term
                                -----------------

2.1      Premises. Landlord hereby leases to Tenant and Tenant hereby leases
         --------
         from Landlord, subject to and with the benefit of the terms, covenants,
         conditions and provisions of this Lease, the Premises, including the
         exclusive right to use the roof of the Building for the installation,
         operation, repair and replacement of telecommunications equipment, in
         accordance with subsection 6.2.5. Tenant shall have, as appurtenant to
         the Premises, the right to use all of the parking spaces in the
         existing parking area serving the Building.

2.2      Term. TO HAVE AND TO HOLD for a term (the "original term") beginning on
         ----
         the Commencement Date and ending on the Expiration Date, unless sooner
         terminated as hereinafter provided.

         The term "lease year" as used herein shall mean a period of twelve (12)
         consecutive full calendar months. The first lease year shall begin on
         the Rent Commencement Date, and each succeeding lease year shall
         commence upon the anniversary of the Rent Commencement Date.

2.3      Extension Option. Provided that as of the date of the notice specified
         ----------------
         below, Tenant is not in default and has not previously been in monetary
         default of its obligations under this Lease beyond any applicable grace
         period during the twelve-month period prior to such notice, Tenant
         shall have the right to extend the term of this Lease for one
         additional period of five (5) years, to begin immediately upon the
         expiration of the original term of this Lease (the "extended term").
         All of the terms, covenants and provisions of this Lease shall apply to
         such extended term except that (i) the Annual Fixed Rent Rate for such
         extension period shall be the market rate at the commencement of such
         extended term and (ii) the Base Operating Costs and the Base Taxes
         shall be adjusted to reflect the actual Operating Costs and Taxes for
         the preceding calendar year. If Tenant shall elect to exercise the
         aforesaid option, it shall do so by giving Landlord notice in writing
         of its intention to do so not later than fourteen (14) months prior to
         the expiration of the original term of this Lease. If Tenant gives such
         notice, the extension of this Lease shall be automatically effected
         without the execution of any additional documents. The original term
         and the extended term are hereinafter collectively called the "term".

         Within fifteen (15) days following receipt of Tenant's extension notice
         (but no earlier than fourteen (14) months prior to the expiration of
         the original term), Landlord shall give notice to Tenant setting forth
         Landlord's determination of the market rate. Within fifteen (15) days
         following receipt of Landlord's notice Tenant shall either propose its
         determination of the market rate by giving notice thereof to Landlord
         or shall accept Landlord's determination. Failure on the part of Tenant
         to give such notice of its determination shall bind Tenant to
         Landlord's determination. If Tenant proposes its determination of the
         market rate, then Landlord and Tenant shall meet for the purpose of
         reaching agreement. If the parties have been unable to reach agreement
         within fifteen (15) days following Tenant's notice to Landlord of its
         determination, then, within fifteen (15) days thereafter, Tenant shall
         either revoke its exercise of the aforesaid option by giving notice
         thereof to Landlord (in which case such exercise shall be rendered
         ineffective and the right of extension shall expire and be of no
         further force and effect), or shall call for arbitration. If Tenant
         calls for arbitration, then the dispute as to the market rate shall be
         submitted to arbitration as set forth below.

         Market rate shall be determined as of the beginning of the extended
         term at the then current arms-length negotiated rentals being charged
         to new (or renewal tenants for renewals and extensions which do not
         have pre-negotiated contract rents) for comparable office space in
         comparable buildings located in the Quincy/Braintree area, taking into
         account and giving effect to, in determining compatibility, without
         limitation, such considerations as size, location, lease term and
         amenities. The arbitrator shall also consider and incorporate into the
         computation, on a net effective rent basis, the then existing
         inducements and allowances customarily being offered to tenants seeking
         similar office space for comparable terms in comparable buildings in
         the Quincy/Braintree market area.

         In any event, the Annual Fixed Rent Rate for the extended term shall
         not be less than the Annual Fixed Rent Rate in effect immediately prior
         to such extended term.

         2.3.1 Arbitration. A. If Tenant shall make a call for arbitration, it
               -----------
               shall notify Landlord in writing, specifying the name and address
               of the arbitrator selected to act on its behalf. The arbitrator
               shall be a real estate appraiser or broker with at least ten (10)
               years' experience in the field and familiar with the
               Quincy/Braintree area office market. Any arbitrator who is an
               appraiser shall be a qualified member of the American Institute
               of Real Estate Appraisers, or any successor of such Institute (or
               if such organization or successor shall not longer be in
               existence, a recognized national association or institute of land
               appraisers) familiar with the fair market rent of first-class
               commercial office space in the Quincy/Braintree area. Failure on
               the part of Tenant to make a timely and proper demand for such
               appraisal shall constitute a waiver of the right thereto. Within
               ten (10) business days after Tenant's notice of demand for
               arbitration, Landlord shall give notice to Tenant, specifying the
               name and address of the person designated by Landlord to act on
               its behalf who shall be similarly qualified. If Landlord fails to
               notify Tenant within such 10-day period, then the arbitrator
               appointed by Tenant shall be the sole arbitrator to determine the
               issue.

               B. In the event that two arbitrators are chosen pursuant to
               paragraph A above, the arbitrators so chosen shall meet within
               ten (10) business days after the second arbitrator is appointed
               and, if within ten (10) business days after such first meeting
               the two arbitrators shall be unable to agree upon a determination
               of market rate, they shall appoint a third arbitrator, who shall
               be a competent and impartial person with the same minimum
               qualifications and experience as is required of the first two
               arbitrators. In the event they are unable to agree upon such
               appointment within five (5) business days after expiration of
               said 10-day period, the third arbitrator shall be selected by the
               parties themselves, if they can agree thereon, within a further
               period of ten (10) business days. If the parties do not so agree,
               then either party, on behalf of both, may request appointment of
               such a qualified person by an officer of the American Arbitration
               Association in Boston, Massachusetts. The three arbitrators shall
               decide the dispute, if it has not previously been resolved, by
               following the procedure set forth below. The arbitrators shall
               not have the right to modify any provision of this Lease other
               than the Annual Fixed Rent Rate.

               C. Where the issue cannot be resolved by agreement of the two
               arbitrators selected by Landlord and Tenant or settlement between
               the parties during the course of the appraisal process, the issue
               shall be resolved by the three arbitrators in accordance with the
               following procedure. Within twenty (20) days after the third
               arbitrator has been selected, each arbitrator shall state in
               writing his determination of the market rate, supported by the
               reasons therefor, with counterpart copies to each party. The
               arbitrators shall arrange for a

                                       3
<PAGE>

               simultaneous exchange of such proposed determinations. The market
               rate shall be the mean of the three appraisals; provided,
               however, if an appraisal deviates from the mean by more than 10%,
               such deviant appraisal shall be discarded and market rate shall
               be, if there is one deviant appraisal, the mean of the two
               appraisals remaining, or, if there are two deviant appraisals,
               the one appraisal remaining.

               D. All such determinations of market rate shall be final and
               binding upon the parties. The provision for determination by
               appraisal shall be specifically enforceable to the extent such
               remedies are available under the applicable law, and any
               determination hereunder shall be final and binding upon the
               parties hereto, and either party shall have the right to enter
               judgment thereon, unless otherwise provided by applicable law. If
               a determination of market rate is to be made pursuant to this
               Section 2.3.1, Landlord and Tenant shall each pay for the fees
               and disbursements of any arbitrator appointed by it and shall
               share equally in the fees and expenses of any third arbitrators.


                                    ARTICLE 3
                                    ---------

                            Condition; Tenant's Work
                            ------------------------

3.1      Condition of Premises; Tenant's Work. The Premises are leased to Tenant
         ------------------------------------
         in "as-is" condition, without any obligation by Landlord to construct
         or prepare the Premises for Tenant's use or occupancy, and without any
         representations or warranties by Landlord as to the condition or
         suitability of the Premises for Tenant's use, except as otherwise
         specifically set forth in Section 10.9 below. Tenant shall perform all
         work (the "Tenant's Work") which is necessary or desirable to prepare
         the Premises for Tenant's use and occupancy. During the performance of
         the Tenant's Work, Tenant shall not be obligated to pay Fixed Rent to
         Landlord unless the Rent Commencement Date has occurred. However,
         Tenant shall reimburse Landlord for its actual costs in connection with
         the Tenant's Work, including the cost of electrical usage during
         construction in excess of the normal kilowatt/hour usage at the
         Building during the most recent billing period in which the Building
         was vacant, additional janitorial services and trash removal. All
         Tenant's Work shall be performed by and at the expense of Tenant in
         accordance with all applicable laws and in accordance with and subject
         to the applicable provisions of this Lease, including, without
         limitation, Section 6.2.5. The architectural, electrical and mechanical
         construction drawings, plans and specifications (called "plans")
         necessary to perform the Tenant's Work shall be Tenant's sole
         responsibility and at its expense, and shall be submitted to Landlord
         for its approval. Landlord shall approve or disapprove in writing the
         initial submission of any plans within fifteen (15) business days of
         receipt thereof, and any revisions thereof within ten (10) business
         days of receipt of revisions, as the case may be, failing which, such
         plans shall be deemed approved. If any of such plans are disapproved by
         Landlord, Landlord shall provide Tenant with specific reasons for such
         disapproval and the foregoing submission process shall be repeated
         until all plans have been approved by Landlord. Landlord's approval in
         each instance shall not be unreasonably withheld, conditioned or
         delayed for any plans (i) which do not involve or affect any structural
         or exterior element of the Building or any portion thereof, or (ii)
         which do not materially and adversely affect the value of the Building
         or any portion thereof, or (iii) which do not materially adversely
         affect the proper functioning of the Building systems or other
         facilities, or (iv) which will not change the character of the exterior
         or interior architectural design of the Building. Tenant's Work may
         include removal of some or all of the Existing Cafeteria Equipment
         (defined in Section 10.13) if Tenant so elects, provided, however, that
         simultaneously with its submission to Landlord of the plans for the
         Tenant's Work, Tenant shall identify in writing those components of the
         Existing Cafeteria Equipment that Tenant intends to so remove and shall
         request in writing that Landlord advise Tenant whether such equipment,
         if removed, must be replaced at the end of term. If Landlord does not
         notify Tenant that the equipment identified by Tenant will have to be
         replaced at the end of the term, then Landlord shall have no right
         thereafter to request replacement of such equipment at the expiration
         or earlier termination of this Lease.

3.2      Allowance. Landlord shall pay to Tenant an allowance of up to
         ---------
         $2,112,012.00 (the "Allowance") towards the cost of the Tenant's Work
         (including the design fees of Tenant's architects and engineers).
         Payments shall be made to Tenant no more frequently than monthly and
         when and as Landlord receives waivers of lien from all contractors and
         subcontractors to the extent required by Landlord's lender, invoices
         from contractors, subcontractors and suppliers, and other reasonable
         documentation evidencing the costs, including fees of architects and
         engineers, incurred by Tenant for the Tenant's Work, to the reasonable
         satisfaction of Landlord. Landlord shall, within twenty (20) days of a
         requisition therefor, pay to Tenant the amount of each such
         requisition. Such payments, in the aggregate, shall not exceed the
         Allowance. Landlord shall make final payment to Tenant within thirty
         (30) days following the submission by Tenant of a written statement
         from Tenant's architect or engineer that the Tenant's Work has been
         completed in accordance with the approved plans, a final lien waiver
         executed by Tenant's general contractor and a final certificate of
         occupancy for the Premises. If Landlord fails to pay Tenant any portion
         of the Allowance properly payable by Landlord to Tenant under this
         Section 3.2 and such failure continues for thirty (30) days after
         written notice thereof from Tenant to Landlord and any holder of a
         mortgage of which Tenant has been given notice, then Tenant shall have
         the right to set-off the amount thereof, together with interest at the
         Interest Rate (defined in Section 8.4 hereof), against the rent next
         payable by Tenant hereunder until the aggregate amount so set-off by
         Tenant shall equal the amount due from Landlord.


                                    ARTICLE 4
                                    ---------

                                      Rent
                                      ----

4.1      The Fixed Rent. Commencing on the Rent Commencement Date, Tenant
         --------------
         covenants and agrees to pay rent to Landlord at the Original Address of
         Landlord or at such other place or to such other person or entity as
         Landlord may by notice in writing to Tenant from time to time direct,
         at the Annual Fixed Rent Rate, in equal installments at the Monthly
         Fixed Rent Rate (which is 1/12th of the Annual Fixed Rent Rate), in
         advance, on the first day of each calendar month included in the term.

4.2      Additional Rent. Tenant covenants and agrees to pay, as Additional
         ---------------
         Rent, insurance costs, utility charges, personal property taxes and its
         pro rata share of increases in real estate taxes and operating costs
         with respect to the Premises as provided in this Section 4.2 as
         follows:

         4.2.1    Real Estate Taxes. If Taxes (as hereinafter defined) for any
                  -----------------
                  Tax Year during the term shall exceed Base Taxes, Tenant shall
                  reimburse Landlord, as additional rent, for Tenant's
                  Percentage of such excess (such amount hereinafter referred to
                  as "Tax Excess"). Tenant shall remit payments to Landlord on
                  account of Tax Excess on a quarterly basis as hereinafter set
                  forth. Landlord shall deliver copies of all tax bills to
                  Tenant promptly upon Landlord's receipt of the same from the
                  City of Quincy, together with a written notification setting
                  forth Landlord's manner of computation of Tax Excess. Tenant
                  shall remit to Landlord, at least ten (10) days prior to the
                  date within a Tax Year that any Taxes become due and payable
                  (but in any event no earlier than twenty (20) days following
                  Landlord's written notice to Tenant specifying Tax Excess as
                  aforesaid), a sum equal to the Tax Excess, as reasonably
                  calculated by Landlord from time to time on the basis of the
                  most recent tax data available. If the total of such
                  remittances for any Tax Year is greater than the actual Tax
                  Excess for such Tax Year, Landlord shall promptly pay to
                  Tenant, or credit against the next accruing payments to be
                  made by Tenant pursuant to this subsection 4.2.1, the
                  difference; if the total of such remittances is less than the
                  actual Tax Excess for such Tax Year, Tenant shall pay the
                  difference to Landlord within ten (10) days following a
                  written notice thereof.

                  If, after Tenant shall have made reimbursement to Landlord
                  pursuant to this subsection 4.2.1, Landlord shall receive a
                  refund of any portion of Taxes paid by Tenant with respect to
                  any Tax Year during the term hereof as a result of an
                  abatement of such Taxes by legal proceedings, settlement or
                  otherwise (without Landlord having any obligation to

                                       4
<PAGE>

                  undertake any such proceedings), Landlord shall promptly pay
                  to Tenant, or if first approved by Tenant, credit against the
                  next accruing payments to be made by Tenant pursuant to this
                  subsection 4.2.1, the Tenant's Percentage of the refund (less
                  the proportional, pro rata expenses, including attorneys' fees
                  and appraisers' fees, incurred in connection with obtaining
                  any such refund), as relates to Tax Excess paid by Tenant to
                  Landlord with respect to any Tax Year for which such refund is
                  obtained. Provided Landlord is not prosecuting an abatement
                  with respect thereto, Tenant may prosecute appropriate
                  proceedings for abatement or reduction of any tax with respect
                  to which Tenant is required to make payments as hereinbefore
                  provided, and Tenant agrees to save Landlord harmless from all
                  costs and expenses incurred on account of Tenant's
                  participation in such proceedings. Landlord shall cooperate
                  with Tenant with respect to such proceedings so far as
                  reasonably necessary. Any abatement or reduction effected by
                  such proceedings shall accrue to the benefit of Tenant and
                  Landlord and such other parties as their interests may appear
                  according to their respective contributions to the taxes
                  involved in any such proceedings. Whichever party brings the
                  abatement proceedings shall institute and prosecute them
                  diligently. Neither Tenant nor Landlord shall settle,
                  compromise or discontinue the abatement proceedings without
                  the consent of the other unless such party gives the other
                  notice thereof and a reasonable opportunity to assume
                  prosecution.

                  In the event this Lease shall commence, or shall end (by
                  reason of expiration of the term or earlier termination
                  pursuant to the provisions hereof), on any date other than the
                  first or last day of the Tax Year, or should the Tax Year or
                  period of assessment of real estate taxes be changed or be
                  more or less than one (1) year, as the case may be, then the
                  amount of Tax Excess which may be payable by Tenant as
                  provided in this subsection 4.2.1 shall be appropriately
                  apportioned and adjusted.

                  The term "Taxes" shall mean all taxes, assessments,
                  betterments and other charges and impositions (including, but
                  not limited to, fire protection service fees and similar
                  charges) levied, assessed or imposed at any time during the
                  term by any governmental authority upon or against the
                  Premises, or taxes in lieu thereof, and additional types of
                  taxes to supplement real estate taxes due to legal limits
                  imposed thereon. If, at any time during the term of this
                  Lease, any tax or excise on rents or other taxes, however
                  described, are levied or assessed against Landlord with
                  respect to the rent reserved hereunder, either wholly or
                  partially in substitution for, or in addition to, real estate
                  taxes assessed or levied on the Premises, such tax or excise
                  on rents shall be included in Taxes but only to the extent
                  applicable to owners of real estate generally and provided any
                  such tax or excise on rents shall be calculated as if the
                  Premises were the only property owned by Landlord; however,
                  Taxes shall not include franchise, estate, inheritance,
                  succession, capital levy, transfer, income or excess profits
                  taxes assessed on Landlord. Taxes shall include any estimated
                  payment made by Landlord on account of a fiscal tax period for
                  which the actual and final amount of taxes for such period has
                  not been determined by the governmental authority as of the
                  date of any such estimated payment.

         4.2.2    Personal Property Taxes. Tenant shall pay all taxes charged,
                  -----------------------
                  assessed or imposed upon the personal property of Tenant in or
                  upon the Premises.

         4.2.3    Operating Costs. If, during the term hereof, Operating Costs
                  ---------------
                  as hereinafter defined) incurred by Landlord in any calendar
                  year shall exceed Base Operating Costs, Tenant shall reimburse
                  Landlord, as additional rent, for Tenant's Percentage of any
                  such excess (such amount being hereinafter referred to as the
                  "Operating Costs Excess"). Tenant shall remit to Landlord, on
                  the first day of each calendar month, estimated payments on
                  account of Operating Costs Excess, such monthly amounts to be
                  sufficient to provide Landlord, by the end of the calendar
                  year, a sum equal to the Operating Costs Excess, as reasonably
                  estimated by Landlord from time to time based on the actual
                  Operating Costs for the preceding calendar year; provided,
                  however, if Landlord desires to charge Tenant amounts in
                  excess of the actual costs for the prior calendar year,
                  Landlord shall furnish Tenant with reasonable back-up
                  documentation to support such increase. If, at the expiration
                  of the year in respect of which monthly installments of
                  Operating Costs Excess shall have been made as aforesaid, the
                  total of such monthly remittances is greater than the actual
                  Operating Costs Excess for such year, Landlord shall, at
                  Tenant's election if the refund exceeds 10% of the actual
                  Operating Costs Excess, promptly pay to Tenant, or credit
                  against the next accruing payments to be made by Tenant
                  pursuant to this subsection 4.2.3, the difference; if the
                  total of such remittances is less than the Operating Costs
                  Excess for such year, Tenant shall pay the difference to
                  Landlord within twenty (20) days from the date Landlord shall
                  furnish to Tenant an itemized statement of the Operating Costs
                  Excess (called the "Landlord's Statement"), prepared,
                  allocated and computed in accordance with generally accepted
                  accounting principles. Landlord shall use reasonable efforts
                  to furnish the Landlord's Statement within ninety (90) days
                  after the end of the calendar year in question, provided,
                  however the failure to furnish the same within such 90-day
                  period shall not constitute a waiver of Landlord's right to
                  furnish the same thereafter. Each Landlord's Statement for a
                  calendar year shall be accompanied by a computation of the
                  Operating Costs Excess for the Premises in reasonable detail
                  showing a breakdown among line items. The computation of any
                  Common Expenses (defined below) shall be broken down in
                  reasonable detail if a breakdown of the same has been afforded
                  Landlord by the board of managers of the Park. Upon Tenant's
                  request therefor, Landlord will provide Tenant with such
                  back-up documentation relating to Operating Costs as Tenant
                  shall reasonably request. Landlord's books and records and
                  back-up documentation relating to Operating Costs shall be
                  kept by Landlord for at least three (3) years following the
                  end of the calendar year in question. Tenant shall have the
                  right, upon reasonable notice and during business hours, to
                  examine, at Landlord's office, within six (6) months following
                  Tenant's receipt of the Landlord's Statement, Landlord's books
                  and records respecting such Landlord's Statement. If it is
                  determined that an error has been made, appropriate adjustment
                  will be made by Landlord and paid to Tenant with interest at
                  the Interest Rate, and if the amount of any such adjustment is
                  equal to or greater than five (5%) percent of the amount
                  indicated in Landlord's Statement, then Landlord shall
                  reimburse Tenant for the reasonable cost of Tenant's audit.
                  Any reimbursement for Operating Costs due and payable by
                  Tenant with respect to periods of less than twelve (12) months
                  shall be equitably prorated. Landlord's books and records
                  regarding Operating Expenses shall be kept in accordance with
                  generally accepted accounting principles as applicable to the
                  real estate industry and consistently maintained from year to
                  year.

                  The term "Operating Costs" shall mean all costs and expenses
                  reasonably and actually incurred for the operation, cleaning,
                  maintenance, repair and upkeep of the Premises consistent with
                  first-class office buildings in the suburban Boston area,
                  including, without limitation, all costs of snow removal,
                  landscaping and grounds maintenance, maintenance (including
                  repaving and restriping) and repair of parking lots, including
                  maintenance and repair of any parking garage constructed on
                  the Land by or on behalf of Tenant pursuant to subsection
                  6.2.8, sidewalks, walkways, access roads and driveways at the
                  Premises, security, operation and repair of heating and
                  air-conditioning equipment, elevators, lighting and any other
                  Building equipment or systems and of all repairs and
                  replacements (other than repairs or replacements for which
                  Landlord has received full reimbursement or for which Tenant
                  is paying an annual charge-off pursuant to the last paragraph
                  of this section) necessary to keep the Premises in good
                  working order, repair, appearance and condition; all costs,
                  including material and equipment costs, for cleaning and
                  janitorial services to the Building (including window cleaning
                  of the Building); all costs of any reasonable insurance
                  carried by Landlord relating to the Premises (which shall not
                  exceed in coverage and amount for Special Form Property
                  Insurance carried for comparable properties within the
                  suburban Boston area); all costs related to provision of heat
                  (including oil, electric, steam and/or gas), air-conditioning,
                  water (including sewer charges), electricity and other
                  utilities to the Premises (other than electricity for Tenant's
                  lights, outlets and fan-powered boxes for which Tenant is
                  separately check metered); payments under all service
                  contracts relating to the foregoing; all costs of the
                  Premises' allocable share of Common Expenses for the Park; all
                  compensation, fringe benefits, payroll taxes and workmen's
                  compensation insurance premiums related thereto with respect
                  to any employees of Landlord or its affiliates engaged in
                  security and maintenance of the Premises equitably allocated
                  to the Premises if such employees perform services at other
                  buildings and properties owned by Landlord; attorneys' fees
                  and disbursements (exclusive of any such fees and
                  disbursements incurred in tax abatement proceedings) and
                  auditing and other professional fees and expenses incurred in
                  connection with the operation and management of the Property;
                  costs and expenses resulting from a migration of hazardous
                  materials from properties in the vicinity of the Premises
                  (including attorney's fees and costs of testing and
                  remediation, but less any amounts recovered by Landlord from
                  the responsible party); and a management fee equal to 2.50% of
                  the Fixed Rent.

                                       5
<PAGE>

                  The term "Common Expenses" as used herein shall mean all costs
                  and expenses incurred by the Park board of managers and
                  charged to Landlord from time to time pursuant to the Park
                  Covenants (hereinafter defined) to manage, operate, inspect,
                  maintain, repair and replace the roads, utility lines,
                  drainage systems and easement areas of the Park which serve
                  the Premises in common with other premises in the Park, and
                  all other costs referred to as Common Expenses in that
                  Declaration of Covenants, Restrictions, Development Standards
                  and Easements dated October 10, 1986 by Crown Colony Realty
                  Corp., as Trustee of Presidents' Plaza Realty Trust recorded
                  with Norfolk Registry of Deeds in Book 7281, Page 352 and
                  filed in Norfolk County Registry District of the Land Court as
                  Document No. 503941, as the same may be amended of record (as
                  amended, "Park Covenants"), a copy of which has been delivered
                  to Tenant herewith. The Premises' allocable share of Common
                  Expenses attributable thereto shall be determined and
                  calculated in accordance with the Park Covenants. Landlord
                  shall consult with Tenant prior to any vote of building owners
                  regarding an upcoming special assessment for the Park.

                  There shall not be included in such Operating Costs brokerage
                  fees (including rental fees) related to the operation of the
                  Building; interest and depreciation charges incurred on the
                  Premises; expenditures made by Tenant with respect to (i)
                  cleaning, maintenance and upkeep of the Premises, and (ii) the
                  provision of electricity to the Premises; salaries of
                  executives above the grade of building or asset manager;
                  expenditures for capital improvements or capital equipment,
                  except as specifically authorized in the next paragraph below;
                  cost of repairs or replacements incurred by reason of fire or
                  other casualty or condemnation, to the extent of proceeds of
                  insurance or a taking award received by Landlord; depreciation
                  and amortization of the Building; payment of principal,
                  interest or other charges on indebtedness of Landlord;
                  brokerage fees or commissions and other costs incurred to
                  lease space in the Building (including advertising, public
                  relations expenses, marketing, legal and accounting expenses);
                  rental payments incurred to lease any equipment or other item
                  which is considered to be capital in nature; costs to cure
                  violations of building codes and environmental laws, unless
                  such costs arise out of Tenant's use of the Premises, and
                  costs to remove or remediate hazardous or toxic substances
                  which constitute a breach of Landlord's warranty or which are
                  released during the Term solely by Landlord or any of
                  Landlord's agents, employees or contractors; any ground lease
                  or air rights rental and related costs; penalties and interest
                  incurred as a result of Landlord's negligence or inability or
                  unwillingness to make tax payments when due; Operating Costs
                  which are reimbursed to Landlord by third parties, such as
                  through insurance or any other sources; costs for decoration
                  and works of art; contributions to employee pension plans;
                  contributions to charitable or civic organizations in excess
                  of the amounts thereof charged to tenants by owners of
                  comparable buildings in the Quincy/Braintree area; costs
                  attributable to ownership of the Building, including
                  Landlord's general office overhead and legal, accounting and
                  other consulting fees properly includable as general and
                  administrative expenses; costs incurred to bring the Building
                  in conformity with laws and requirements in effect prior to
                  the Commencement Date; any cost representing an amount paid to
                  any person, firm, corporation or other entity related to or
                  affiliated with Landlord, which amount is in excess of the
                  amount which would have been paid in the absence of such
                  relationship for comparable work or services; the Allowance.
                  The foregoing exclusions shall not apply to the extent the
                  costs and expenses at issue arise out of the Tenant's use of
                  the Premises or work performed in the Premises by or on behalf
                  of Tenant.

                  If, during the term of this Lease, Landlord shall replace any
                  capital items or make any capital expenditures which (a) are
                  intended to reduce Operating Costs or (b) are required to
                  comply with laws enacted after the date of this Lease or (c)
                  are required to replace worn-out items as may be necessary to
                  maintain the Building in good working order, repair,
                  appearance and in first-class condition, and not to enhance
                  the Building over and above its current appearance and
                  condition (but the annual charge-off in this category (c) in
                  any calendar year shall not exceed $1.75 times the Rentable
                  Floor Area of the Building, with the $1.75 figure increased at
                  the beginning of each calendar year by the percentage increase
                  in the Consumer Price Index-All Urban Consumers, All Items,
                  1984, Boston, MA during the previous calendar year) (the items
                  in clauses (a), (b) and (c) are collectively called "capital
                  expenditures"), the total amount of which is not properly
                  included in Operating Costs for the calendar year in which
                  they were made, there shall nevertheless be included in
                  Operating Costs for each calendar year in which and after such
                  capital expenditure is made the annual charge-off of such
                  capital expenditure. (Annual charge-off shall be determined by
                  (i) dividing the original cost of the capital expenditure by
                  the number of years of the reasonably contemplated useful life
                  thereof; and (ii) adding to such quotient an interest factor
                  computed on the unamortized balance of such capital
                  expenditure based upon an interest rate reasonably determined
                  by Landlord as being the interest rate then being charged for
                  long-term mortgages by institutional lenders on like
                  properties within the locality in which the Building is
                  located, provided that the annual charge-off included in
                  Operating Costs for items intended to reduce Operating Costs
                  for any calendar year shall not exceed the amount of savings
                  in Operating Costs actually realized thereby in such calendar
                  year.) If in any calendar year, Common Expenses for the Park
                  include a special assessment that exceeds $1.50 times the
                  Rentable Floor Area of the Building, Landlord shall amortize
                  the cost thereof on an annual charge-off basis, determined in
                  the same manner for determining the annual charge-off for
                  capital expenditures as specified in the immediately preceding
                  parenthetical sentence, and Operating Costs for each calendar
                  year in which and after such assessment is made shall only
                  include such annual charge-off.

         4.2.4    Insurance. Tenant shall, at its expense, as Additional Rent,
                  ---------
                  take out and maintain throughout the term the following
                  insurance protecting Landlord:

                  4.2.4.1  Commercial general liability insurance naming
                           Landlord, Tenant, and Landlord's managing agent and
                           any mortgagee of which Tenant has been given notice
                           as insureds or additional insureds and indemnifying
                           the parties so named against all claims and demands
                           for death or any injury to person or damage to
                           property which may be claimed to have occurred on the
                           Premises in amounts which shall, at the beginning of
                           the term, be at least equal to the limits set forth
                           in Section 1.1, and, which, from time to time during
                           the term, shall be for such higher limits, if any, as
                           are customarily carried in the area in which the
                           Premises are located on property similar to the
                           Premises and used for similar purposes; and workmen's
                           compensation insurance with statutory limits covering
                           all of Tenant's employees working on the Premises.

                  4.2.4.2  Fire insurance with the usual extended coverage
                           endorsements covering all Tenant's furniture,
                           furnishings, fixtures, equipment, all improvements
                           located within the Building including those installed
                           as part of Tenant's Work, and any parking garage
                           constructed on the Land by Tenant. Tenant may elect
                           to self-insure some or all of its furniture,
                           equipment and personal property under a program of
                           self-insurance reasonably satisfactory to Landlord.

                  4.2.4.3  All such policies shall be obtained from responsible
                           companies qualified to do business and in good
                           standing in Massachusetts, which companies and the
                           amount of insurance allocated thereto shall be
                           subject to Landlord's approval. Tenant agrees to
                           furnish Landlord with certificates evidencing all
                           such insurance prior to the beginning of the term
                           hereof and evidencing renewal thereof at least thirty
                           (30) days prior to the expiration of any such policy.
                           Each such policy shall be non-cancelable with respect
                           to the interest of Landlord without at least ten (10)
                           days' prior written notice thereto. Such insurance
                           may be carried under a blanket policy covering the
                           Premises and other locations of Tenant, if any, or by
                           means of an umbrella policy, or by a combination of
                           both. In the event provision for any such insurance
                           is to be by a blanket or umbrella insurance policy,
                           or both, the policy shall allocate a specific and
                           sufficient amount of coverage to the Premises.

                  4.2.4.4  All insurance which is carried by either party with
                           respect to the Building, Premises or to furniture,
                           furnishings, fixtures, or equipment therein or
                           alterations or improvements thereto, whether or not
                           required, shall include provisions which either
                           designate the other party as one of the insured or
                           deny to the insurer acquisition by subrogation of
                           rights of recovery against the other party to the
                           extent such rights have been waived by the insured
                           party prior to occurrence of loss or injury, insofar
                           as, and to the extent that, such provisions may be

                                       6
<PAGE>

                           effective without making it impossible to obtain
                           insurance coverage from responsible companies
                           qualified to do business in the state in which the
                           Premises are located (even though extra premium may
                           result therefrom). In the event that extra premium is
                           payable by either party as a result of this
                           provision, the other party shall reimburse the party
                           paying such premium the amount of such extra premium.
                           If at the request of one party, this non-subrogation
                           provision is waived, then the obligation of
                           reimbursement shall cease for such period of time as
                           such waiver shall be effective, but nothing contained
                           in this subsection shall derogate from or otherwise
                           affect releases elsewhere herein contained of either
                           party for claims. Each party shall be entitled to
                           have certificates of any policies containing such
                           provisions. Each party hereby waives all rights of
                           recovery against the other for loss or injury against
                           which the waiving party is protected by insurance
                           containing said provisions or for which such party
                           self-insures, reserving, however, any rights with
                           respect to any excess of loss or injury over the
                           amount recovered by such insurance. Neither Landlord
                           nor Tenant shall acquire as insured under any
                           insurance carried by the other party on the Premises
                           any right to participate in the adjustment of loss or
                           to receive insurance proceeds and each agrees upon
                           request from the other party promptly to endorse and
                           deliver to the other any checks or other instruments
                           in payment of loss in which Landlord or Tenant is
                           named as payee.

         4.2.5    Utilities.  Tenant shall pay to Landlord all charges for
                  ---------
                  electricity supplied by Landlord and separately chece metered
                  (which shall include electricity for lights, outlets and
                  fan-powered boxes), charges for telephone and other utilities
                  or services not supplied by Landlord pursuant to Subsections
                  5.1.1, 5.1.2 and 5.1.3, whether designated as a charge, tax,
                  assessment, fee or otherwise, all such charges to be paid as
                  the same from time to time become due. Except as otherwise
                  provided in Article 5, it is understood and agreed that Tenant
                  shall make its own arrangements for the installation or
                  provision of all such utilities and that Landlord shall be
                  under no obligation to furnish any utilities to the Premises
                  and shall not be liable for any interruption or failure in the
                  supply of any such utilities to the Premises. All other
                  charges for electrical usage at the Premises (other than
                  electricity for lights, outlets and fan-powered boxes as
                  aforesaid), shall be paid for by Tenant as part of Operating
                  Costs.

4.3      Late Payment of Rent. If any installment of rent is paid more than
         --------------------
         fifteen (15) days after the date the same was due, and if on a prior
         occasion in the twelve (12) month period prior to the date such
         installment was due an installment of rent was paid after the same was
         due, then Tenant shall pay Landlord a late payment fee equal to one and
         one-half (1.5%) percent of the overdue payment.


                                    ARTICLE 5
                                    ---------

                              Landlord's Covenants
                              --------------------

5.1      Affirmative Covenants.  Landlord covenants with Tenant:
         ---------------------

         5.1.1    Heat and Air-Conditioning. To furnish to the Premises heat
                  -------------------------
                  and air-conditioning (reserving the right, at any time, to
                  change energy or heat sources) by means of a fan-powered box
                  system sufficient to maintain the Premises at comfortable
                  temperatures (subject to all federal, state, and local
                  regulations relating to the provision of heat), on Mondays
                  through Fridays during the hours of 7:30 a.m. to 6:30 p.m. and
                  on Saturdays from 9:00 a.m. to 1:00 p.m. (called "Normal
                  Business Hours"), except on such holidays on which the New
                  York Stock Exchange is closed. The design criteria for the
                  heating, ventilating and air conditioning systems serving the
                  Premises are set forth in the HVAC Specifications attached
                  hereto as Exhibit B. If Tenant shall require heat or air-
                  conditioning outside Normal Business Hours, Landlord shall,
                  upon the request of Tenant received at least 24 hours prior to
                  the time such additional air conditioning or heat is required,
                  furnish such service or cause such service to be furnished and
                  Tenant shall pay, as Additional Rent, such charges as may from
                  time to time be established by Landlord and be in effect to
                  cover Landlord's costs of providing such service.

                  5.1.1.1  Supplemental Cooling Units. As of the date of this
                           --------------------------
                           Lease, the Building contains two supplemental cooling
                           units connected to the Supplemental Generator
                           (defined below): (i) an eight-ton unit in the 6th
                           floor computer room serviced by 450 amp electrical
                           service at 120/208 volts, and (ii) a fifteen-ton unit
                           in the 2nd floor computer room serviced by 100 amp
                           electrical service at 277/480 volts. The supplemental
                           cooling units are collectively referred to herein as
                           the "Supplemental Cooling Units."

         5.1.2    Electricity. To furnish to the Premises, separately metered
                  -----------
                  by check meter and at the direct expense of Tenant as
                  hereinabove provided, reasonable electricity for Tenant's
                  Permitted Uses. The Building electrical capacity is 14 watts
                  per square foot of rentable floor area, up to 7 watts of which
                  shall be available for Tenant's electrical panels (which
                  includes power for lights, outlets and fan-powered boxes). If
                  Tenant shall require electricity in excess of such quantities
                  for Tenant's Permitted Uses and if (i) in Landlord's
                  reasonable judgment, Landlord's facilities are inadequate for
                  such excess requirements, or (ii) such excess use shall result
                  in an additional burden on the Building utilities systems and
                  additional cost to Landlord on account thereof, as the case
                  may be, (a) Tenant shall, upon demand, reimburse Landlord for
                  such additional cost, as aforesaid, or (b) Landlord, upon
                  written request, and at the sole cost and expense of Tenant,
                  will furnish and install such additional wire, conduits,
                  feeders, switchboards and appurtenances as reasonably may be
                  required to supply such additional requirements of Tenant (if
                  electricity therefor is then available to Landlord), provided
                  that the same shall be permitted by applicable laws and
                  insurance regulations and shall not cause permanent damage or
                  injury to the Building or cause or create a dangerous or
                  hazardous condition or entail excessive or unreasonable
                  alterations or repairs. Landlord will permit the electrical
                  risers, feeders and wiring in the Building to be used by
                  Tenant as necessary to permit Tenant to receive electrical
                  energy from the electrical service provider of Tenant's
                  choice, subject to any requirements and use charges or fees of
                  the existing electrical service provider for the Building.

                  5.1.2.1 Back-up Generators. As of the date of this Lease, the
                          ------------------
                          Building contains two generators served by a 4,000
                          gallon diesel tank: (i) a 400 kilowatt generator
                          providing back-up power to the fire pump, smoke
                          control, fire alarm system and elevators (the
                          "Essential Services Generator"), and (ii) a 500
                          kilowatt generator providing back-up power to the
                          computer rooms on the second and sixth floors (the
                          "Supplemental Generator"). Landlord will permit the
                          Supplemental Generator to be used by Tenant as
                          necessary, and Tenant shall have the right to upgrade
                          the Supplemental Generator, at its sole cost and
                          expense, subject to and in accordance with the
                          provisions of Section 6.2.5 below relating to the
                          approval of plans and the performance of the work in
                          connection therewith, or replace the Supplemental
                          Generator with the Additional Generator pursuant to
                          Section 6.2.5.2 below.

         5.1.3    Cleaning; Water. To provide cleaning to the Building in
                  ---------------
                  accordance with cleaning and janitorial standards generally
                  prevailing throughout the term hereof in comparable office
                  buildings within the municipality in which the Building is
                  located; and to furnish water for ordinary cleaning, lavatory
                  and toilet facilities.

         5.1.4    Elevator; Fire Alarm. To furnish passenger and freight
                  --------------------
                  elevator service during Normal Business Hours, and after
                  Normal Business Hours to keep at least one passenger elevator
                  on call except in the event of an emergency or any other cause
                  beyond Landlord's control; and to maintain fire alarm and life
                  safety systems within the Building.

         5.1.5    Repairs.  Except as otherwise expressly provided herein, to
                  -------
                  make such repairs and replacements to the Premises (including
                  replacing burned out light bulbs) and to the roof, exterior
                  walls, floor slabs and other structural components of the
                  Building, and to the plumbing, electrical, heating,
                  ventilating and air-conditioning systems of the Building and
                  to the Essential Services Generator as may be necessary to
                  properly maintain them in good repair and condition and to
                  maintain the first-class status of the Building, and to keep
                  them in compliance with all applicable laws (exclusive of the

                                       7
<PAGE>

                  Supplemental Generator, the Supplemental Cooling Units and
                  equipment and other generators installed by Tenant and except
                  for those repairs required to be made by Tenant pursuant to
                  Sections 6.1.3, 6.2.5.1 and 6.2.5.2 hereof). Notwithstanding
                  anything to the contrary contained herein, Tenant shall not be
                  responsible for the cost of any repairs required to correct
                  violations of laws in effect prior to the Commencement Date,
                  unless compliance is required on account of Tenant's
                  particular use of the Premises or any work performed in the
                  Premises by or on behalf of Tenant. Landlord's repair
                  obligations with respect to the heating, ventilating and
                  air-conditioning systems of the Building (exclusive of any
                  heating, ventilating and air-conditioning systems or equipment
                  installed by Tenant) shall include, without limitation,
                  regular cleaning and maintenance of the ducts and outside
                  components thereof. At Tenant's request, Landlord shall
                  perform reasonable periodic upgrades to all heating,
                  ventilating and air-conditioning systems and equipment as
                  recommended by ASHRAE from time to time, and Tenant shall pay
                  the costs of such upgrades to Landlord as additional rent.

         5.1.6    Landlord's Insurance. To take out and maintain throughout the
                  --------------------
                  term all-risk casualty insurance in an amount equal to 100% of
                  the replacement cost of the Building and the improvements
                  therein, including "Special Form Property Insurance" for
                  utilities services - time element, rent insurance, ordinances
                  and laws coverage and boiler/pressure vessel coverage.

         5.1.7    Landscaping, Snow Removal; Grounds Maintenance. To provide
                  ----------------------------------------------
                  landscaping and grounds maintenance as necessary to keep the
                  Premises in first-class condition consistent with other
                  properties in the area; and to treat ice and cause snow to be
                  removed from the parking area serving the Building and the
                  sidewalks, driveways and loading area on the Premises; and to
                  repave and restripe the parking area and maintain and replace
                  the outdoor lighting therein as and when reasonably necessary.

         5.1.8    Building  Maintenance  Person. A full-time maintenance person
                  -----------------------------
                  shall be available during Normal Business Hours to serve the
                  Premises as needed.

5.2      Interruption. A. Landlord shall be under no responsibility or liability
         ------------
         for failure or interruption of any of the above-described services,
         repairs or replacements caused by breakage, accident, strikes, repairs,
         inability to obtain supplies, labor or materials, or for any other
         causes beyond the control of the Landlord, and in no event for any
         indirect or consequential damages to Tenant; and failure or omission on
         the part of the Landlord to furnish any of same for any of the reasons
         set forth in this paragraph shall not be construed as an eviction of
         Tenant, actual or constructive, nor render the Landlord liable in
         damages, nor release Tenant from prompt fulfillment of any of its
         covenants under this Lease. However, in each instance of interruption
         or failure, Landlord shall use diligence to eliminate the cause
         thereof. Landlord agrees to provide Tenant with reasonable advance
         notice of any scheduled cessation or interruption of services.

         B. If Tenant's ability to conduct business at the Premises is
         materially adversely affected for a period of three (3) consecutive
         days by reason of the failure of Landlord to furnish any of the above
         described services, then Tenant shall have the right to an equitable
         abatement of Fixed Rent and Additional Rent equal to the proceeds of
         insurance recovered and paid to Landlord for rental loss from the date
         such services (or any of them) ceased until such time as they are
         restored to their level prior to interruption. Landlord shall file a
         claim against the rental loss provision of its insurance policy
         promptly after notification from Tenant that it is entitled to the
         abatement provided hereby. In any event, Landlord shall not be entitled
         to retain an amount of (i) rent from Tenant plus (ii) insurance
         proceeds for rental loss which is in excess of the amount of Fixed Rent
         and Additional Rent that would have been payable during the period of
         interruption absent an abatement.

5.3      Access. Tenant shall have access to the Building twenty-four (24) hours
         ------
         per day, seven (7) days per week, fifty-two (52) weeks per year,
         subject to Landlord's security measures that may be in place from time
         to time. Tenant shall be responsible for installing, maintaining,
         repairing and operating, all at its sole expense, a security system
         (the "Tenant's Security System") to provide access to the Building
         after Normal Business Hours.

5.4      Union Labor. All work to be performed and services to be provided under
         -----------
         this Article 5 shall be performed or provided by union labor during any
         period in which Tenant is performing any construction or alterations,
         including the Tenant's Work; but at all other times, non-union labor
         may be used if Landlord and Tenant reasonably agree that it is
         appropriate for a particular trade, function or service.

5.5      Tenant's Rights With Respect To Management and Services. With respect
         -------------------------------------------------------
         to the obligations under this Article 5, except for subsection 5.2, if
         Tenant, in its reasonable judgment, determines that Landlord, its
         agents or its building manager are not performing any such obligations
         adequately, then Tenant shall have the right to notify Landlord in
         writing of its dissatisfaction, together with the basis therefor, and
         Landlord shall promptly take appropriate steps to correct and eliminate
         such problems within thirty (30) days after receipt of Tenant's notice,
         provided, however, Landlord's failure or inability to correct or
         eliminate any problems within such 30-day period shall not be deemed a
         default by Landlord if Landlord is using reasonable efforts to address
         Tenant's concerns. Tenant shall have the right to propose vendors to
         perform and supply any services and materials which are to be provided
         under this Article 5, and Landlord shall give reasonable consideration
         to such proposals by Tenant, provided, however, either party shall have
         the right to object to a particular vendor. In any event, Landlord and
         Tenant shall work together to select the most appropriate vendor for a
         particular service or material. Tenant shall only be afforded the
         aforesaid rights to object to management and the provision of services
         and to propose vendors and materials on the condition that (i) Tenant
         is not then in default of its obligations under this Lease beyond any
         applicable cure period, and (ii) the original named Tenant hereunder,
         or a Permitted Transferee, shall then be occupying no less than fifty
         (50%) percent of the Premises.



                                    ARTICLE 6
                                    ---------

                          Tenant's Additional Covenants
                          -----------------------------

6.1      Affirmative  Covenants. Tenant covenants at all times during the term
         ----------------------
         and for such further time (prior or subsequent thereto) as Tenant
         occupies the Premises or any part thereof:

         6.1.1    Perform Obligations. To perform promptly all of the
                  -------------------
                  obligations of Tenant set forth in this Lease; and to pay when
                  due the Fixed Rent and Additional Rent and all charges, rates
                  and other sums which by the terms of this Lease are to be paid
                  by Tenant.

         6.1.2    Use. To use the Premises only for the Permitted Uses, and from
                  ---
                  time to time to procure all licenses and permits necessary
                  therefor, at Tenant's sole expense. With respect to any
                  licenses or permits for which Tenant may apply relating to
                  Tenant's use of the Premises or any work performed by or on
                  behalf of Tenant therein (including the Tenant's Work),
                  pursuant to this subsection 6.1.2 or any other provision
                  hereof, Tenant shall furnish Landlord copies of applications
                  on or before their submission to the governmental authority.

         6.1.3    Repair and Maintenance. To maintain the Premises in neat
                  ----------------------
                  order and condition, and to perform all routine and ordinary
                  repairs to any plumbing, heating, electrical, ventilating and
                  air-conditioning systems of the Building installed by Tenant,
                  including repairs to the Supplemental Cooling Unit, the
                  Supplemental Generator and any other generator installed
                  pursuant to Section 6.2.5.2 and other equipment installed by
                  Tenant (including equipment installed by Tenant pursuant to
                  Sections 6.2.5.1 and 6.2.5.2) such as are necessary to keep
                  them in good working order, appearance and condition, as the
                  case may require, reasonable use and wear thereof and damage
                  by fire or by casualty only excepted; to keep all glass in
                  windows and

                                       8
<PAGE>

                  doors of the Building (except glass in the exterior walls of
                  the Building) whole and in good condition with glass of the
                  same quality as that injured or broken; and to make as and
                  when needed as a result of misuse by, or neglect or improper
                  conduct of Tenant or Tenant's servants, employees, agents,
                  invitees or licensees or otherwise, all repairs necessary,
                  which repairs and replacements shall be in quality and class
                  equal to the original work. Tenant shall also, at its expense,
                  perform all repairs and maintenance to the cafeteria equipment
                  now or hereafter installed in the Premises, whether such
                  equipment is deemed "Existing Cafeteria Equipment" or
                  "Tenant's Cafeteria Equipment" by the terms of Section 10.13
                  of this Lease. (Landlord, upon default of Tenant beyond the
                  expiration of the applicable notice and cure periods hereunder
                  [except in emergencies where immediate action may be taken],
                  may elect, at the expense of Tenant, to perform all such
                  cleaning and maintenance and to make any such repairs or to
                  repair any damage or injury to the Building or the Premises
                  caused by moving property of Tenant in or out of the Building,
                  or by installation or removal of furniture or other property,
                  or by misuse by, or neglect, or improper conduct of, Tenant or
                  Tenant's servants, employees, agents, contractors, customers,
                  patrons, invitees, or licensees.)

         6.1.4    Compliance with Law. To make all repairs, alterations,
                  -------------------
                  additions or replacements to the Building required by any law
                  or ordinance or any order or regulation of any public
                  authority on account of the Tenant's particular use of the
                  Building or any work performed therein or on the Premises by
                  or on behalf of Tenant; to keep the Building equipped with all
                  safety appliances so required; and to comply with the orders
                  and regulations of all governmental authorities with respect
                  to zoning, building, fire, health and other codes,
                  regulations, ordinances or laws applicable to the Premises,
                  except that Tenant may defer compliance so long as the
                  validity of any such law, ordinance, order or regulations
                  shall be contested by Tenant in good faith and by appropriate
                  legal proceedings, if Tenant first gives Landlord appropriate
                  assurance or security against any loss, cost or expense on
                  account thereof. Notwithstanding the foregoing, in no event
                  shall Tenant be required to make any capital improvements
                  required by laws applicable to office buildings generally as
                  opposed to those required on account of work done by or on
                  behalf of Tenant or Tenant's particular use of the Building.

         6.1.5    Indemnification. A. To save harmless, exonerate and
                  ---------------
                  indemnify Landlord, its agents (including, without limitation,
                  Landlord's managing agent) and employees (such agents and
                  employees being referred to collectively as the "Landlord
                  Related Parties") from and against any and all claims,
                  liabilities or penalties asserted by or on behalf of any
                  person, firm, corporation or public authority on account of
                  injury, death, damage or loss to person or property in or upon
                  the Premises arising out of the use or occupancy of the
                  Premises by Tenant or by any person claiming by, through or
                  under Tenant (including, without limitation, all patrons,
                  employees and customers of Tenant), or arising out of the use
                  of the roof of the Building by Tenant, its agents,
                  contractors, assignees and subtenants, for the installation,
                  maintenance, repair and operation of telecommunications
                  equipment, or arising out of any delivery to or service
                  supplied to the Premises, or on account of or based upon
                  anything whatsoever done on the Premises, except if the same
                  was caused by the negligence, fault or misconduct of Landlord
                  or the Landlord Related Parties. In respect of all of the
                  foregoing, Tenant shall indemnify Landlord and the Landlord
                  Related Parties from and against all costs, expenses
                  (including reasonable attorneys' fees), and liabilities
                  incurred in or in connection with any such claim, action or
                  proceeding brought thereon; and, in case of any action or
                  proceeding brought against Landlord or the Landlord Related
                  Parties by reason of any such claim, Tenant, upon notice from
                  Landlord and at Tenant's expense, shall resist or defend such
                  action or proceeding and employ counsel therefor reasonably
                  satisfactory to Landlord provided that Landlord shall be
                  deemed to have approved counsel provided by Tenant's liability
                  insurer.

                  B. Landlord shall save harmless, exonerate and indemnify
                  Tenant, its agents and employees (such agents and employees
                  being referred to collectively as the "Tenant Related
                  Parties") from and against any and all claims, liabilities or
                  penalties asserted by or on behalf of any person, firm,
                  corporation or public authority on account of injury, death,
                  damage or loss to person or property in or upon the Premises
                  arising out of the negligence, fault or misconduct of Landlord
                  or Landlord's failure to perform and observe the obligations
                  expressly assumed under the provisions of this Lease, except
                  if the same was caused by the negligence, fault or misconduct
                  of Tenant or the Tenant Related Parties. In respect of all of
                  the foregoing, Landlord shall indemnify Tenant and the Tenant
                  Related Parties from and against all costs, expenses
                  (including reasonable attorneys' fees), and liabilities
                  incurred in or in connection with any such claim, action or
                  proceeding brought thereon; and, in case of any action or
                  proceeding brought against Tenant or the Tenant Related
                  Parties by reason of any such claim, Landlord, upon notice
                  from Tenant and at Landlord's expense, shall resist or defend
                  such action or proceeding and employ counsel therefor
                  reasonably satisfactory to Tenant provided that Tenant shall
                  be deemed to have approved counsel provided by Landlord's
                  liability insurer.

         6.1.6    Landlord's Right to Enter. To permit Landlord and its agents
                  -------------------------
                  to enter into and examine the Premises at reasonable times and
                  with reasonable prior notice (except in emergencies, in which
                  case notice shall be as is reasonable under the circumstances)
                  and to show the Premises, and to make repairs to the Premises,
                  and, during the last six (6) months prior to the expiration of
                  this Lease, to keep affixed in suitable places notices of
                  availability of the Premises. Notwithstanding anything to the
                  contrary contained in this Lease, neither Landlord nor any of
                  its agents, employees, contractors or invitees shall be
                  permitted to enter any part of the Premises, except in a
                  manner consistent with the safe and proper conduct of Tenant's
                  business, insofar as reasonably practicable during Normal
                  Business Hours; and, in particular, they or any of them shall
                  not be permitted to enter into any part of the Premises where
                  monies, securities, confidential data or valuables are kept
                  any time unless accompanied by a representative of Tenant.
                  Tenant agrees to furnish such representative promptly upon
                  request.

         6.1.7    Personal Property at Tenant's Risk. All of the furnishings,
                  ----------------------------------
                  fixtures, equipment, effects and personal property of every
                  kind, nature and description of Tenant and of all persons
                  claiming by, through or under Tenant which, during the
                  continuance of this Lease or any occupancy of the Premises by
                  Tenant or anyone claiming under Tenant, may be on the
                  Premises, shall be at the sole risk and hazard of Tenant and
                  if the whole or any part thereof shall be destroyed or damaged
                  by fire, water or otherwise, or by the leakage or bursting of
                  water pipes, steam pipes, or other pipes, by theft or from any
                  other cause, no part of said loss or damage is to be charged
                  to or to be borne by Landlord, except that Landlord shall in
                  no event be indemnified or held harmless or exonerated from
                  any liability to Tenant or to any other person, for any
                  injury, loss, damage or liability to the extent prohibited by
                  law.

         6.1.8    Payment of Cost of Enforcement. To pay on demand Landlord's
                  ------------------------------
                  expenses, including reasonable attorneys' fees, incurred in
                  successfully enforcing any obligation of Tenant under this
                  Lease or in curing any default by Tenant under this Lease as
                  provided in Section 8.4. Likewise, Landlord shall pay on
                  demand Tenant's expenses, including reasonable attorney's
                  fees, incurred in successfully enforcing any obligation of
                  Landlord under this Lease.

         6.1.9    Yield Up. At the expiration of the term or earlier
                  --------
                  termination of this Lease: to surrender all keys to the
                  Premises; to remove the Tenant's Cafeteria Equipment (except
                  as hereinafter set forth) and all of its trade fixtures and
                  personal property in the Premises; to deliver to Landlord
                  stamped architectural plans showing the Premises at yield up
                  (which may be the initial plans if Tenant has made no
                  installations after the Commencement Date); to replace the
                  components of the Existing Cafeteria Equipment previously
                  removed as part of Tenant's Work with the same or comparable
                  equipment only if Landlord had requested replacement at the
                  time it approved the plans for Tenant's Work pursuant to
                  Section 3.1 hereof; to remove such installations made by it
                  that are not suited for general office use as Landlord may
                  request, if Landlord had so designated such installations for
                  removal at the time Landlord approved the plans therefor; to
                  remove all rooftop telecommunications equipment, Tenant's
                  Cabling [defined below] and any other computer and
                  telecommunications wiring and cabling, and all Tenant's signs
                  wherever located; to repair all damage caused by such removal
                  and to yield up the Premises (including the Tenant's Security
                  System and all installations and improvements made by Tenant
                  except for trade fixtures and such of said installations,
                  improvements or equipment as Landlord shall request Tenant to
                  remove), broom-clean and in the same good order and repair in
                  which Tenant is obliged to keep and maintain the Premises by
                  the provisions of this Lease. All of Tenant's Cafeteria
                  Equipment which has been permanently affixed to the Premises
                  and Tenant's

                                       9
<PAGE>

                  Security System shall remain upon the Premises at the end of
                  the term without compensation to Tenant. Tenant, at the time
                  of making any installations or improvements, including the
                  Tenant's Work, may request in writing Landlord's written
                  permission to leave such installation or improvement in the
                  Premises at the expiration or earlier termination of this
                  Lease. Landlord shall, after receipt of Tenant's written
                  request and the plans for such installations (if any), notify
                  Tenant as to whether such installation may or may not remain
                  in the Premises at the expiration or earlier termination of
                  this Lease. If Landlord so notifies Tenant that such
                  installation or improvement may remain in the Premises at the
                  expiration or earlier termination of this Lease, Landlord
                  shall thereafter have no right to request or require that such
                  installation be removed at the expiration or earlier
                  termination of the Lease. Any property not so removed shall be
                  deemed abandoned and, if Landlord so elects, deemed to be
                  Landlord's property, and may be retained or removed and
                  disposed of by Landlord in such manner as Landlord shall
                  determine and Tenant shall pay Landlord the entire cost and
                  expense incurred by it in effecting such removal and
                  disposition and in making any incidental repairs and
                  replacements to the Premises and for use and occupancy during
                  the period after the expiration of the term and prior to its
                  performance of its obligations under this subsection 6.1.9.
                  Tenant shall further indemnify Landlord against all loss, cost
                  and damage resulting from Tenant's failure and delay in
                  surrendering the Premises as above provided; however, Tenant
                  shall only be responsible for those indirect or consequential
                  damages which Landlord can prove were primarily caused by
                  Tenant's failure and delay in surrendering the Premises. By
                  way of examples only, such indirect or consequential damages
                  could be (i) the loss of a prospective tenant engaged in
                  serious negotiations with Landlord of which Tenant has been
                  given prior notice and which would have been consummated but
                  for such failure or delay by Tenant, or (ii) amounts payable
                  by Landlord to, or the loss of, a tenant because of Landlord's
                  inability to timely perform its obligations under a new lease
                  because of such failure and delay by Tenant. Except as
                  provided in this Section 6.1.9, Tenant shall not be liable for
                  any indirect or consequential damages whatsoever.

                  If the Tenant remains in the Premises beyond the expiration or
                  earlier termination of this Lease, such holding over shall be
                  without right and shall not be deemed to create any tenancy,
                  but the Tenant shall be a tenant at sufferance only at a daily
                  rate of rent equal to two (2) times the rent and other charges
                  in effect under this Lease as of the day prior to the date of
                  expiration of this Lease.

         6.1.10   Estoppel Certificate. Upon not less than ten (10) business
                  --------------------
                  days' prior written request by Landlord, to execute,
                  acknowledge and deliver to Landlord a statement in writing, in
                  such form as Landlord may provide from time to time,
                  certifying all or any of the following: that this Lease is
                  unmodified and in full force and effect and that Tenant has no
                  defenses, offsets or counterclaims against its obligations to
                  pay the Fixed Rent and Additional Rent and any other charges
                  and to perform its other covenants under this Lease (or, if
                  there have been any modifications, that the Lease is in full
                  force and effect as modified and stating the modifications
                  and, if there are any defenses, offsets or counterclaims,
                  setting them forth in reasonable detail), and the dates to
                  which the Fixed Rent and Additional Rent and other charges
                  have been paid, whether or not Landlord is in default in
                  performance of any of the terms of this Lease, and such
                  further information with respect to the Lease or the Premises
                  as Landlord may reasonably request. Any such statement
                  delivered pursuant to this subsection 6.1.1o may be relied
                  upon by any prospective purchaser or mortgagee of the
                  Premises, or any prospective assignee of such mortgage. Tenant
                  shall also deliver to Landlord such financial information as
                  may be reasonably required by Landlord to be provided to any
                  mortgagee or prospective purchaser of the Premises. Upon not
                  less than ten (10) business days' prior written request by
                  Tenant, Landlord shall execute a similar certificate that may
                  be relied upon by any transferee of all or a portion of
                  Tenant's leasehold including any entity acquiring Tenant, and
                  for Tenant's financings.

         6.1.11   Rules and Regulations. To comply with the Park Covenants and
                  ---------------------
                  any rules and regulations relating to the use of the Premises,
                  and any other reasonable rules and regulations that may be
                  adopted by Landlord from time to time.

6.2      Negative Covenants. Tenant covenants at all times during the term and
         ------------------
         such further time (prior or subsequent thereto) as Tenant occupies the
         Premises or any part thereof:

         6.2.1    Assignment and Subletting. Except where Landlord's consent is
                  -------------------------
                  not required, not to assign, transfer, mortgage or pledge this
                  Lease or to sublease (which term shall be deemed to include
                  the granting of concessions and licenses and the like) all or
                  any part of the Premises or suffer or permit this Lease or the
                  leasehold estate hereby created or any other rights arising
                  under this Lease to be assigned, transferred or encumbered, in
                  whole or in part, whether voluntarily, involuntarily or by
                  operation of law, or permit the occupancy of the Premises by
                  anyone other than Tenant (subject to the next paragraph below)
                  without the prior written consent of Landlord. In the event
                  Tenant desires to assign this Lease or sublet any portion or
                  all of the Premises, Tenant shall notify Landlord in writing
                  of Tenant's intent to so assign this Lease or sublet the
                  Premises and the proposed effective date of such subletting or
                  assignment, and shall request in such notification that
                  Landlord consent thereto. Landlord's consent shall not be
                  unreasonably withheld, delayed or conditioned to an assignment
                  or to a subletting, provided that the assignee or subtenant
                  shall use the Premises only for the Permitted Uses. If
                  Landlord consents thereto, no such subletting or assignment
                  shall in any way impair the continuing primary liability of
                  Tenant hereunder, and no consent to any subletting or
                  assignment in a particular instance shall be deemed to be a
                  waiver of the obligation to obtain the Landlord's written
                  approval in the case of any other subletting or assignment.

                  It is understood and agreed that Tenant's affiliate, State
                  Street Bank and Trust Company, and any other related
                  corporation or entity, shall have the right to use and occupy
                  the Premises for the Permitted Uses and the use and occupancy
                  by such corporation or entity, or any combination of them, for
                  such purposes shall be deemed to be the same as the permitted
                  use by the Tenant originally named under this Lease. No
                  further act, documentation or consent shall be required with
                  respect to such usage by any or all of such entities, and such
                  usage shall not impair the continuing primary liability of
                  Tenant hereunder.

                  If for any assignment or sublease consented to by Landlord
                  hereunder Tenant receives rent or other consideration
                  specifically allocated to the transfer of the leasehold
                  interest under this Lease (as opposed to consideration which
                  is properly allocable to a larger, bona fide transaction that
                  includes the transfer of other leases and interests of Tenant
                  in addition to this Lease), either initially or over the term
                  of the assignment or sublease, in excess of the rent called
                  for hereunder, or in case of sublease of part, in excess of
                  such rent fairly allocable to the part, or if Tenant shall
                  sublease or license space on the roof at a rental rate in
                  excess of the rental rate payable hereunder fairly allocable
                  to such space, after appropriate adjustments to assure that
                  all other payments called for hereunder are appropriately
                  taken into account and after deduction for reasonable expenses
                  of Tenant in connection with the assignment or sublease,
                  including brokerage fees and commissions, the amortized costs
                  of fitting out the space for the prospective sublessee
                  (amortized over the term of the sublease in question),
                  financial concessions or inducements, and the like, to pay to
                  Landlord as additional rent fifty (50%) percent of the excess
                  of each such payment of rent or other consideration received
                  by Tenant promptly after its receipt.

                  Any other provision of this Section 6.2.1 notwithstanding,
                  Tenant shall have the right, without Landlord's prior consent
                  and without any right of Landlord to terminate or suspend this
                  Lease and without any obligation to pay any excess rent or
                  other consideration to Landlord to assign the Lease or
                  sublease all or a portion of the Premises to any of the
                  following entities ("Permitted Transferees"): (a) an entity
                  succeeding to the business and assets of Tenant, whether by
                  way of merger or consolidation or by way of acquisition of all
                  or substantially all of the assets of Tenant; provided that
                  the acquiring entity is, as a matter of law, or otherwise
                  agrees by written instrument to become directly obligated
                  under this Lease; and provided further that the resulting
                  entity has a net worth equal to or greater than the net worth
                  of Tenant immediately prior to such transfer and proof
                  reasonably satisfactory to Landlord of such net worth is
                  delivered to Landlord within thirty (30) days after the
                  transfer; (b) an entity which is either the parent of the
                  Tenant, controlled by Tenant ("control" for the purposes
                  hereof meaning ownership of fifty (50%) percent or more of all
                  financial interest and fifty (50%) percent or more of the
                  voting interest) or controlled by the same persons who own
                  Tenant; provided Tenant remains primarily liable

                                      10
<PAGE>

                  hereunder; (c) a partnership or joint venture in which Tenant
                  is a bona fide partner or joint venturer; or (d) an entity
                  which is defined as an "affiliate" under the Bank Holding
                  Company Act.

         6.2.2    Nuisance. Not to injure, deface or otherwise harm the
                  --------
                  Premises; nor commit any nuisance; nor permit in the Premises
                  any vending machine (except such as is used for the sale of
                  merchandise and prepared foods to employees of Tenant) or
                  inflammable fluids or chemicals (except such as are
                  customarily used in connection with standard office equipment
                  or normal and customary office usage); nor permit any cooking
                  to such extent as requires special exhaust venting, except
                  that Tenant may use microwave ovens; nor permit the emission
                  of any objectionable noise or odor; nor make, allow or suffer
                  any waste; nor make any use of the Premises which is improper,
                  offensive or contrary to any law or ordinance or which will
                  invalidate any of Landlord's insurance; nor conduct any
                  auction, fire, "going out of business" or bankruptcy sales.
                  Notwithstanding the foregoing, Landlord agrees that Tenant may
                  utilize the cafeteria in the Building to serve food and
                  non-alcoholic beverages to Tenant's office employees;
                  provided, however, that Tenant shall obtain all necessary
                  permits and licenses and install a special ventilation and
                  exhaust system (if necessary) and will remove all trash and
                  refuse from the Building to a dumpster on the Premises
                  designated for Tenant's use and contract for periodic pest
                  control services, all which shall be installed, operated,
                  maintained, repaired, replaced and performed, as the case may
                  be, by and at the expense of Tenant.

         6.2.3    Hazardous Wastes and Materials. Except as normal and customary
                  ------------------------------
                  in office usage, not to dispose of any hazardous wastes,
                  hazardous materials or oil in, on, or at the Premises, or into
                  any of the plumbing, sewage, or drainage systems thereon, and
                  to indemnify and save Landlord harmless from all claims,
                  liability, loss or damage arising on account of the use or
                  disposal of hazardous wastes, hazardous materials or oil,
                  including, without limitation, liability under any federal,
                  state, or local laws, requirements and regulations, or damage
                  to any of the aforesaid systems. Tenant shall comply with all
                  governmental reporting requirements with respect to hazardous
                  wastes, hazardous materials and oil, and shall deliver to
                  Landlord copies of all reports filed with governmental
                  authorities. If there are any hazardous materials, hazardous
                  wastes or oil at, on or under the Premises which migrated from
                  land in the immediate vicinity of the Premises on or after the
                  Commencement Date, Landlord shall immediately after notice,
                  properly and in compliance with applicable laws, clean-up,
                  remediate or remove such hazardous materials, hazardous wastes
                  or oil and diligently pursue recovery for the costs associated
                  therewith from the responsible party, including attorney's
                  fees, at Tenant's expense as part of Operating Costs (less any
                  amounts actually recovered by Landlord from the responsible
                  party).

         6.2.4    Floor Load; Heavy Equipment. Not to place a load upon any
                  ---------------------------
                  floor of the Building exceeding the floor load per square foot
                  area which such floor was designed to carry and which is
                  allowed by law. Landlord reserves the right to prescribe the
                  weight and position of all heavy business machines and
                  equipment, including safes, which shall be placed so as to
                  distribute the weight. Business machines and mechanical
                  equipment which cause vibration or noise shall be placed and
                  maintained by Tenant at Tenant's expense in settings
                  sufficient to absorb and prevent vibration, noise and
                  annoyance. Tenant shall not move any safe, heavy machinery,
                  heavy equipment, freight or fixtures into or out of the
                  Premises except in such manner and at such time as Landlord
                  shall in each instance authorize.

         6.2.5    Installation, Alterations or Additions. Not to make any
                  --------------------------------------
                  installations, alterations or additions in, to or on the
                  Premises nor to permit the making of any holes in the walls,
                  partitions, ceilings or floors nor the installation or
                  modification of any locks or security devices without on each
                  occasion obtaining the prior written consent of Landlord, and
                  then only pursuant to plans and specifications approved by
                  Landlord in advance in each instance (which consent and
                  approval shall not be required for non-structural, interior
                  alterations costing less than $150,000.00 in each instance
                  which do not materially and adversely affect the Building
                  structure or systems or the interior architectural design, and
                  which will not reduce the value of the Building or affect the
                  structural integrity thereof; and which consent and approval
                  shall not be required in any event for nonstructural, cosmetic
                  or decorative changes or installations, such as painting,
                  carpeting, and the like); Tenant shall pay promptly when due
                  the entire cost of any work to the Building or Premises
                  undertaken by Tenant so that the Premises shall at all times
                  be free of liens for labor and materials. In any event, Tenant
                  shall within thirty (30) days bond against or discharge any
                  mechanics' liens or other encumbrances that may arise out of
                  such work, provided, however, that if Tenant has notice of any
                  mechanics' liens and has received a request from Landlord
                  relating to a possible default of Landlord under its financing
                  documentation on account of such lien, then Tenant shall bond
                  against or discharge the same promptly. Tenant shall procure
                  all necessary licenses and permits from the applicable
                  governmental authorities at Tenant's sole expense before
                  undertaking such work. Tenant agrees to employ for all such
                  work responsible contractors approved by Landlord in advance
                  and to cause such contractors employed by Tenant to carry
                  worker's compensation insurance in accordance with statutory
                  requirements and so-called "builder's risk" insurance covering
                  Landlord and Tenant, as their interests appear, to the full
                  insurable value of the work in question, and to submit
                  certificates evidencing such coverage before commencement of
                  the work. All such work shall be done in a good and
                  workmanlike manner employing materials of good quality and so
                  as to conform with all applicable zoning, building, fire,
                  health and other codes, regulations, ordinances and laws.
                  Tenant shall save Landlord harmless and indemnified from all
                  injury, loss, claims or damage to any person or property
                  occasioned by or growing out of such work.

                  6.2.5.1 Rooftop Telecommunications Equipment. A. Without
                          ------------------------------------
                          waiver of any of the provisions of the above paragraph
                          of this Section 6.2.5 as they relate to the approval
                          of plans and the performance of the work in connection
                          with such installation, Tenant shall have the right to
                          install, maintain, operate, repair and replace
                          telecommunications equipment on the roof of the
                          Building, subject to Landlord's approval regarding
                          size, location and the manner of installation in each
                          instance, including conformance with Landlord's
                          reasonable design criteria (including visual shielding
                          such that it cannot be seen from street level) and
                          provided that such installation (i) does not void any
                          roof bonds or affect the integrity of the roof, and
                          (ii) complies with the requirements, if any, of the
                          Park Covenants. The installation, operation,
                          maintenance and removal of such equipment shall be at
                          Tenant's sole cost and expense and shall be performed
                          in accordance with all applicable laws and
                          requirements of applicable governmental authorities.
                          Tenant shall indemnify, defend and hold Landlord
                          harmless from and against any liability, claims,
                          damage or loss arising from the installation,
                          maintenance, repair replacement and operation of all
                          telecommunications equipment on the roof, unless
                          caused by Landlord, its agents, employees or
                          contractors.

                          B. Tenant shall also have the right to install,
                          maintain, repair and replace, in areas of the Building
                          designated by Landlord, its cables, conduits and
                          related lines ("Tenant's Cabling") necessary to
                          connect the telecommunications equipment on the roof
                          to the interior of the Building and for the
                          transmission of data using the existing chases, ducts,
                          shafts and other facilities of the Building, provided
                          that no modification or upgrade of any of the Building
                          systems is required as a result of Tenant's Cabling
                          and provided further that Tenant complies with the
                          requirements of the first paragraph of this Section
                          6.2.5. Any such installation, maintenance and
                          repairing of Tenant's Cabling shall be at Tenant's
                          sole cost and expense. Tenant agrees that upon the
                          expiration or earlier termination of this Lease,
                          Tenant shall, at Tenant's expense, remove any or all
                          of Tenant's Cabling rooftop equipment and related
                          materials as Landlord may request pursuant to Section
                          6.1.9.

                          C. Tenant, its contractors, agents or employees shall
                          have access to the roof at all times in order to
                          install, repair, replace, maintain, use and operate
                          its telecommunications equipment, upon the following
                          terms and conditions: (i) all access by Tenant to the
                          roof shall be subject to Landlord's reasonable
                          safeguards for the security and protection of the
                          Building; (ii) any damage to the Building or to the
                          personal property of Landlord arising as a result of
                          such access shall be repaired and restored, at
                          Tenant's sole cost, to the condition existing prior to
                          such access; and (iii) Tenant shall indemnify, defend
                          and hold Landlord harmless from and against any
                          liability, damage or loss arising from such access,
                          unless caused by Landlord, its agents, employees or
                          contractors.

                          D. Tenant may assign its rights under this subsection
                          6.2.5.1 to a Permitted Transferee.

                                      11
<PAGE>

                  6.2.5.2 Additional Generator. A. Without waiver of the
                          --------------------
                          provisions of the first paragraph of this section
                          6.2.5, Tenant shall have the right to install,
                          maintain, repair, replace and operate a back-up
                          generator, and a fuel tank if necessary, having
                          capacities no greater than what are then permitted by
                          the applicable local building code (the generator and
                          the fuel tank are collectively referred to as the
                          "Additional Generator") in an area in the Building
                          mutually agreed upon by Landlord and Tenant (the
                          "Generator Area"), provided Tenant shall promptly
                          repair any damage caused to the Building or to the
                          Premises caused by reason of such installation. Tenant
                          shall not install the Generator in the Generator Area
                          without Landlord's prior approval of the manner of and
                          plans and specifications for such installation and
                          screening if reasonably required by Landlord (which
                          approval shall not be unreasonably withheld,
                          conditioned or delayed), notwithstanding that the
                          first paragraph of section 6.2.5 above may excuse the
                          requirement if certain conditions are satisfied. If
                          such installation shall result in an increase in
                          premiums for Landlord's insurance coverage for the
                          Building, then Tenant shall be liable for the increase
                          as additional rent hereunder.

                          B. Tenant agrees that upon the expiration or earlier
                          termination of this Lease, Tenant shall, in accordance
                          with subsection 6.1.9 hereof, remove the Additional
                          Generator, at Tenant's expense, and promptly repair
                          and restore any damage to the Premises or the Building
                          due to such removal. If the Additional Generator is
                          not so removed by Tenant upon the expiration of the
                          term of this Lease, then they it shall become the
                          property of Landlord and, if Landlord so elects,
                          Landlord shall remove the same and charge Tenant for
                          the cost of removal, including costs, if any,
                          associated with restoration of the Building due to
                          such removal.

                          C. Tenant shall indemnify, defend and hold harmless
                          Landlord from and against any and all claims, costs,
                          expenses, fees or suits arising out of accidents,
                          damage, injury or loss to any and all persons and
                          property, arising from the installation, maintenance,
                          operation and repair of the Additional Generator,
                          unless caused by the fault or negligence of Landlord,
                          its agents, employees and contractors. Tenant shall
                          obtain insurance coverage for the benefit of Landlord
                          and its managing agent in such amount and of such type
                          as Landlord may reasonably require.

                          D. The installation, maintenance and operation of the
                          Additional Generator shall be at Tenant's sole cost
                          and expense, and shall be performed in accordance with
                          all applicable laws and requirements of applicable
                          governmental authorities.

                          E. It is expressly understood that the right to
                          install (as opposed to the right to operate) the
                          Additional Generator is personal to the initial Tenant
                          named herein. Notwithstanding the foregoing, any
                          assignment or subletting to a Permitted Transferee
                          may, at Tenant's option, include the right (if
                          unexercised) to install the Additional Generator.
                          Except as specifically permitted by the preceding
                          sentence, Tenant shall not assign its right under this
                          subsection 6.2.5.2 to install the Additional
                          Generator; provided, however, that Landlord shall give
                          reasonable consideration to a request to assign the
                          aforesaid right in connection with an assignment or
                          subletting to any party which is not a Permitted
                          Transferee.

         6.2.6    Abandonment. Not to abandon the Premises during the term, it
                  -----------
                  being understood and agreed that vacancy of the Premises shall
                  not be construed as abandonment so long as all of Tenant's
                  other obligations under this Lease continue to be timely
                  performed and reasonable measures are taken by Tenant to
                  manage the vacant space.

         6.2.7    Signs. Not without Landlord's prior written approval to paint
                  -----
                  or place any signs or place any curtains, blinds, shades,
                  awnings, aerials, or the like, visible from outside the
                  Premises. Tenant shall be permitted to install its
                  identification signage on the existing monument sign at the
                  entrance to the Premises and in the Building lobby at Tenant's
                  sole expense, in conformance with the Park Covenants and
                  subject to Landlord's approval (which shall not be
                  unreasonably withheld, conditioned or delayed)and any
                  approvals that may be required by the City of Quincy. Tenant
                  shall maintain all such signage in good condition during the
                  term, at its sole expense.

         6.2.8    Parking; Storage. A. Not to permit any storage of materials
                  ----------------
                  outside of the Building; nor to permit the use of the Premises
                  for either temporary or permanent storage of trucks; nor
                  permit the use of the Premises for any use for which heavy
                  trucking to or from the site would be customary, other than as
                  are reasonably required during the performance of the Tenant's
                  Work and in the ordinary course of Tenant's business for
                  deliveries and the like; and to use reasonable diligence to
                  prevent Tenant's employees and customers and others visiting
                  the Premises from using any street abutting the Premises for
                  parking.

                  B. Without waiver of the provisions of subsection 6.2.5
                  relating to the approval of plans and the performance of work,
                  Tenant shall be permitted, at its sole expense, to expand the
                  existing parking area to all other areas on the Land on which
                  parking is permitted under applicable laws.

                  C. Without waiver of the provisions of subsection 6.2.5
                  relating to the approval of plans and the performance of work,
                  Tenant shall have the right to construct a parking garage on
                  the Land if and to the extent permitted by the City of Quincy,
                  and once constructed, such garage shall be deemed part of the
                  Premises for all purposes under this Lease. All aspects of the
                  design of the parking garage shall be subject to Landlord's
                  written approval and the construction shall be performed
                  solely by Tenant at Tenant's expense and shall otherwise
                  comply with the requirements of Subsection 6.2.5 above.

                  D. Notwithstanding anything to the contrary contained in this
                  Lease, Tenant shall have the right to restripe the existing
                  parking area serving the Building, at its sole expense,
                  provided Tenant does so in compliance with all applicable
                  laws, codes, regulations, and ordinances, including those
                  specifying allocation of handicapped parking spaces.

                  E. Landlord will cooperate with Tenant so far as reasonably
                  necessary in connection with obtaining approvals and the like
                  from the City of Quincy with respect to garage construction,
                  or restriping and expanding the parking area.


                                    ARTICLE 7
                                    ---------

                               Casualty or Taking
                               ------------------
7.1      Termination. In the event that the Premises or the Building, or any
         -----------
         material part thereof, shall be taken by any public authority or for
         any public use, or shall be destroyed or substantially damaged by fire
         or casualty, or by the action of any public authority, then this Lease
         may be terminated at the election of Landlord or Tenant. The term
         "substantially damaged" as used herein shall mean (i) damage of such an
         extent that in the opinion of an independent architect or engineer
         selected by Landlord and approved by Tenant (which approval shall not
         be unreasonably withheld or delayed) and having at least ten (10) years
         experience in constructing buildings comparable to the Building, the
         time required to repair and restore the Building will require in excess
         of nine (9) months from the date the work would be commenced, or (ii)
         damage so extensive that fifty (50%) percent or more of the Rentable
         Floor Area of the Building is destroyed. Such election by either
         Landlord or Tenant, which may be made notwithstanding the fact that
         Landlord's entire interest may have been divested, shall be made by the
         giving of notice to the other party within sixty (60) days after the
         date of the taking or casualty. In the event that the Building is
         destroyed or damaged by fire or casualty during the last two (2) years
         of the original term, or the extended term as the case may be, Landlord
         shall advise Tenant of the extent of the damage, and if it exceeds
         thirty-five (35%) percent of the Rentable Floor Area of the Building,
         this Lease may be terminated at the election of Landlord or Tenant,
         which election shall be made within thirty (30) days after Landlord so
         advises Tenant of the extent of the damage. If any

                                      12
<PAGE>

         taking reduces the number of parking spaces available for Tenant's use
         by more than twenty-five (25%) percent, Landlord shall provide Tenant
         with reasonable temporary parking as soon as practicable and if
         Landlord does not provide Tenant with permanent, reasonable substitute
         parking within ninety (90) days of such taking, then this Lease may be
         terminated at the election of Tenant at the expiration of such 90-day
         period.

7.2      Restoration. A. If this Lease is not terminated under Section 7.1
         -----------
         above, this Lease shall continue in force and a just proportion of the
         rent reserved, according to the nature and extent of the damages
         sustained by the Premises, shall be suspended or abated until the
         Premises, or what may remain thereof, shall be restored by Landlord to
         its prior condition (provided, however, Landlord's restoration
         obligations shall be collectively referred to herein as "Landlord
         Restoration Work" and shall be limited to the base building structural
         and core elements, any common area and other base building
         improvements, and any parking garage constructed on the Land by Tenant,
         but shall exclude the Tenant's Work and other improvements made in or
         on the Premises by or on behalf of Tenant), which Landlord covenants to
         do with reasonable diligence to the extent permitted by the net
         proceeds of insurance recovered or damages awarded for such taking,
         destruction or damage and any contribution required to be made by
         Landlord and Tenant hereunder, and subject to zoning and building laws
         or ordinances then in existence. All other repair and restoration work,
         including the Tenant's Work and all other leasehold improvements
         (collectively, the "Tenant's Restoration Work"), shall be performed by
         and at the expense of Tenant, promptly and with due diligence. The
         Fixed Rent and Additional Rent shall be equitably abated during the
         period in which Tenant is performing the Tenant's Restoration Work, but
         in no event longer than ninety (90) days after the date when Landlord's
         Restoration Work has been substantially completed. Tenant shall use
         reasonable efforts not to interfere with Landlord's Restoration Work
         during the performance of Tenant's Restoration Work. "Net proceeds of
         insurance recovered or damages awarded" refers to the gross amount of
         such insurance or damages less the reasonable expenses of Landlord
         incurred in connection with the collection of the same, including
         without limitation, fees and expenses for legal and appraisal services
         (provided, however, Landlord shall be required to fund the amount of
         any deductible under its insurance policy and any deficiency in
         proceeds because of Landlord's failure to carry the insurance required
         by this Lease). Tenant shall make available to Landlord for restoration
         of any parking garage on the Land that portion of the proceeds of
         Tenant's insurance recovered and attributable to the parking garage and
         required to be insured by Tenant hereunder, provided, however, Tenant
         shall be required to fund the amount of any deductible under its
         insurance policy and any deficiency in proceeds because of its failure
         to carry the insurance required by this Lease.

         B. If this Lease has not been terminated pursuant to Section 7.1, and
         Landlord shall not have restored the base building as specified above
         within nine (9) months from the date the work commenced (subject to
         extension pursuant to Section 10.5), and such failure is not a result
         of delays caused by Tenant, Tenant shall have the right to either
         terminate this Lease or complete the Landlord's Restoration Work by
         giving notice thereof to Landlord, effective at the expiration of
         thirty (30) days from the giving of such notice; provided however, that
         such termination or election to restore will be rendered ineffective
         if, prior to the expiration of said 30-day period, Landlord shall have
         completed such restoration. If Tenant elects to complete the Landlord's
         Restoration Work, Tenant shall be deemed to have waived its right to
         terminate this Lease pursuant to this Section 7.2, and Landlord shall
         deliver to Tenant that portion of the net proceeds of insurance
         recovered or damages awarded and released to Landlord by its mortgagee
         and attributable to the unfinished portion of the Landlord's
         Restoration Work and required to be insured by Landlord hereunder. If
         the net proceeds of insurance are insufficient for Tenant to complete
         the Landlord's Restoration Work because (i) Landlord has failed to
         carry the insurance required to be carried hereunder, (ii) Landlord has
         misappropriated any proceeds previously released to it, or (iii)
         Landlord's lender has not released sufficient insurance proceeds, then
         Tenant shall have the right to setoff each month, from payments of
         Fixed Rent first coming due hereunder after the expiration of any
         abatement period specified above, amounts equal to the insurance
         proceeds which would have been available for the Landlord's Restoration
         Work if not for such failure or misappropriation by Landlord until the
         total amount of all such proceeds is recovered.

7.3      Award. Irrespective of the form in which recovery may be had by law,
         -----
         all rights to damages or compensation shall belong to Landlord in all
         cases. Tenant hereby grants to Landlord all of Tenant's rights to such
         damages and covenants to deliver such further assignments thereof as
         Landlord may from time to time request.


                                    ARTICLE 8
                                    ---------
                                    Defaults
                                    --------

8.1      Events of Default. (a) If Tenant shall default in the performance of
         -----------------
         any of its obligations to pay the Fixed Rent or Additional Rent
         hereunder and if such default shall continue for ten (10) days after
         written notice from Landlord designating such default or if within
         thirty (30) days after written notice from Landlord to Tenant
         specifying any other default or defaults Tenant has not commenced
         diligently to correct the default or defaults so specified or has not
         thereafter diligently pursued such correction to completion, or (b) if
         any assignment shall be made by Tenant or any Guarantor of Tenant for
         the benefit of creditors, or (c) if Tenant's leasehold interest shall
         be taken on execution, or (d) if a lien or other involuntary
         encumbrance is filed against Tenant's leasehold interest or Tenant's
         other property, including said leasehold interest, and is not
         discharged within thirty (30) days thereafter, or (e) if a petition is
         filed by Tenant or any Guarantor of Tenant for liquidation, or for
         reorganization or an arrangement under any provision of any bankruptcy
         law or code as then in force and effect, or (f) if an involuntary
         petition under any of the provisions of any bankruptcy law or code is
         filed against Tenant or any Guarantor of Tenant and such involuntary
         petition is not dismissed within ninety (90) days thereafter, then, and
         in any of such cases, Landlord and the agents and servants of Landlord
         lawfully may, in addition to and not in derogation of any remedies for
         any preceding breach of covenant, immediately or at any time thereafter
         without demand or notice and with or without process of law (forcibly,
         if necessary) enter into and upon the Premises or any part thereof in
         the name of the whole or mail a notice of termination addressed to
         Tenant, and repossess the same as of landlord's former estate and expel
         Tenant and those claiming through or under Tenant and remove its and
         their effects (forcibly, if necessary) without being deemed guilty of
         any manner of trespass and without prejudice to any remedies which
         might otherwise be used for arrears of rent or prior breach of
         covenants, and upon such entry or mailing as aforesaid this Lease shall
         terminate, Tenant hereby waiving all statutory rights to the Premises
         (including without limitation rights of redemption, if any, to the
         extent such rights may be lawfully waived) and Landlord, without notice
         to Tenant, may store Tenant's effects, and those of any person claiming
         through or under Tenant, at the expense and risk of Tenant, and, if
         Landlord so elects, may sell such effects at public auction or private
         sale and apply the net proceeds to the payment of all sums due to
         Landlord from Tenant, if any, and pay over the balance, if any, to
         Tenant.

8.2      Remedies. In the event that this Lease is terminated under any of the
         --------
         provisions contained in Section 8.1 or shall be otherwise terminated
         for breach of any obligation of Tenant, Tenant covenants to pay
         punctually to Landlord all the sums and to perform all the obligations
         which Tenant covenants in this Lease to pay and to perform in the same
         manner and to the same extent and at the same time as if this Lease had
         not been terminated. In calculating the amounts to be paid by Tenant
         pursuant to the preceding sentence, Tenant shall be credited with the
         net proceeds of any rent obtained by Landlord by reletting the
         Premises, after deducting all Landlord's expense in connection with
         such reletting, including, without limitation, all repossession costs,
         brokerage commissions, fees for legal services and expenses of
         preparing the Premises for such reletting, it being agreed by Tenant
         that Landlord may (i) relet the Premises or any part or parts thereof,
         for a term or terms which may at Landlord's option be equal to or less
         than or exceed the period which would otherwise have constituted the
         balance of the term and may grant such concessions and free rent as
         Landlord in its sole judgment considers advisable or necessary to relet
         the same and (ii) make such alterations, repairs and decorations in the
         Premises as Landlord in its sole judgment considers advisable or
         necessary to relet the same, and no action of Landlord in accordance
         with the foregoing or failure to relet or to collect rent under
         reletting shall operate or be construed to release or reduce Tenant's
         liability as aforesaid. However, Landlord shall use its reasonable
         efforts to re-let the Premises after Tenant vacates the Premises in the
         event this Lease is terminated because of a default by Tenant. In lieu
         of full recovery by Landlord of the sums payable under the foregoing
         provisions of this Section 8.2 (except for the amount of any rent of
         any kind accrued and unpaid at the time of termination), Landlord may
         by written notice to Tenant no later than one (1) year after the date
         this Lease is terminated on account of a default by Tenant, elect to
         recover, and Tenant shall thereupon pay forthwith to Landlord, as
         compensation, an amount equal to the discounted value (calculated using
         a discount factor equal to the then current U.S. Treasuries having a
         maturity equal to the then balance of the

                                      13
<PAGE>

         term), the excess of the total rent reserved for the residue of the
         term over the rental value of the Premises for said residue of the
         term. In calculating the rent reserved there shall be included, in
         addition to the Fixed Rent and Additional Rent, the value of all other
         considerations agreed to be paid or performed by Tenant for said
         residue. For the purposes of this paragraph, marketing of the Premises
         in a manner similar to the way Landlord markets its other premises in
         the suburban market shall be deemed to satisfy Landlord's obligation to
         use such "reasonable efforts." In no event shall Landlord be required
         (i) to solicit or entertain negotiations with any other prospective
         tenants for the Premises until Landlord obtains full and complete
         possession of the Premises including, without limitation, the
         undisputed right to re-let the Premises free of any claim of Tenant,
         (ii) to lease the Premises to a tenant whose proposed use, in
         Landlord's sole but bona fide judgment, would violate any restrictions
         by which Landlord is bound, (iii) to re-let the Premises before leasing
         other comparable vacant space in the Building, (iv) to lease the
         Premises for a rental less than the current fair market rental then
         prevailing for similar office space in the Building, or (v) to enter
         into a lease with any proposed tenant that does not have, in Landlord's
         reasonable opinion, sufficient financial resources or operating
         experience to operate the Premises in a manner comparable to other
         tenants in the Building. In no event, however, shall Tenant's liability
         hereunder be diminished or reduced if or to the extent such reasonable
         efforts of Landlord to re-let are not successful.

         In lieu of any other damages or indemnity and in lieu of full recovery
         by Landlord of all sums payable under all the foregoing provisions of
         this Section 8.2 (except for the amount of any rent of any kind accrued
         and unpaid at the time of termination), Landlord may by written notice
         to Tenant, at any time within one (1) year after this Lease is
         terminated under any of the provisions contained in Section 8.1 or is
         otherwise terminated for breach of any obligation of Tenant and before
         such full recovery, elect to recover, and Tenant shall thereupon pay,
         as liquidated damages, the discounted value (calculated using a
         discount factor equal to the then Prime Rate as published in the Wall
         Street Journal) of the excess of the total rent reserved for the
         residue of the term over the rental value of the Premises for said
         residue of the term. In calculating the rent reserved there shall be
         included, in addition to the Fixed Rent and Additional Rent, the value
         of all other considerations agreed to be paid or performed by Tenant
         for said residue Nothing contained in this Lease shall, however, limit
         or prejudice the right of Landlord to prove for and obtain in
         proceedings for bankruptcy or insolvency by reason of the termination
         of this Lease, an amount equal to the maximum allowed by any statute or
         rule of law in effect at the time when, and governing the proceedings
         in which, the damages are to be proved, whether or not the amount be
         greater than, equal to, or less than the amount of the loss or damages
         referred to above.

8.3      Remedies Cumulative. Any and all rights and remedies which Landlord may
         -------------------
         have under this Lease, and at law and equity, shall be cumulative and
         shall not be deemed inconsistent with each other, and any two or more
         of all such rights and remedies may be exercised at the same time
         insofar as permitted by law.

8.4      Landlord's Right to Cure Defaults. Landlord may, but shall not be
         ---------------------------------
         obligated to, cure, at any time after the expiration of the applicable
         grace period under Section 8.1 (but without notice in any emergency
         situation to prevent immediate or imminent forfeiture of Landlord's
         interest in the Premises or to prevent reasonably anticipated damage to
         the Building or injury to persons), any default by Tenant under this
         Lease; and whenever Landlord so elects, all costs and expenses incurred
         by Landlord, including reasonable attorneys' fees, in curing a default
         shall be paid, as Additional Rent, by Tenant to Landlord on demand,
         together with interest thereon at the rate of one (1%) percentage point
         over the then Prime Rate as published in the Wall Street Journal (the
         "Interest Rate") from the date of payment by Landlord to the date of
         payment by Tenant.

8.5      Effect of Waivers of Default. Any consent or permission by either party
         ----------------------------
         to any act or omission which otherwise would be a breach of any
         covenant or condition herein, shall not in any way be held or construed
         (unless expressly so declared) to operate so as to impair the
         continuing obligation of any covenant or condition herein, or
         otherwise, except as to the specific instance, operate to permit
         similar acts or omissions.

8.6      No Waiver, etc. The failure of either party to seek redress for
         --------------
         violation of, or to insist upon the strict performance of, any covenant
         or condition of this Lease shall not be deemed a waiver of such
         violation nor prevent a subsequent act, which would have originally
         constituted a violation, from having all the force and effect of an
         original violation. The receipt by Landlord of rent with knowledge of
         the breach of any covenant of this Lease shall not be deemed to have
         been a waiver of such breach by Landlord. No consent or waiver, express
         or implied, by either party to or of any breach of any agreement or
         duty shall be construed as a waiver or consent to or of any other
         breach of the same or any other agreement or duty.

8.7      No Accord and Satisfaction. No acceptance by Landlord of a lesser sum
         --------------------------
         than the Fixed Rent, Additional Rent or any other charge then due shall
         be deemed to be other than on account of the earliest installment of
         such rent or charge due, nor shall any endorsement or statement on any
         check or any letter accompanying any check or payment as rent or other
         charge be deemed an accord and satisfaction, and Landlord may accept
         such check or payment without prejudice to Landlord's right to recover
         the balance of such installment or pursue any other remedy in this
         Lease provided.


                                    ARTICLE 9
                                    ---------

                           Rights of Mortgage Holders
                           --------------------------

9.1      Rights of Mortgage Holders. The word "mortgage" as used herein includes
         ---------------------------
         mortgages, deeds of trust or other similar instruments evidencing other
         voluntary liens or encumbrances, and modifications, consolidations,
         extensions, renewals, replacements and substitutes thereof. The word
         "holder" shall mean a mortgagee, and any subsequent holder or holders
         of a mortgage. Until the holder of a mortgage shall enter and take
         possession of the Premises for the purpose of foreclosure, such holder
         shall have only such rights of Landlord as are necessary to preserve
         the integrity of this Lease as security. Upon entry and taking
         possession of the Premises for the purpose of foreclosure, such holder
         shall have all the rights of Landlord. No such holder of a mortgage
         shall be liable either as mortgagee or as assignee, to perform, or be
         liable in damages for failure to perform, any of the obligations of
         Landlord unless and until such holder shall enter and take possession
         of the Premises for the purpose of foreclosure. Upon entry for the
         purpose of foreclosure, such holder shall be liable to perform all of
         the obligations of Landlord, subject to and with the benefit of the
         provisions of Section 10.4, provided that a discontinuance of any
         foreclosure proceeding shall be deemed a conveyance under said
         provisions to the owner of the equity of the Premises.

         The covenants and agreements contained in this Lease with respect to
         the rights, powers and benefits of a holder of a mortgage
         (particularly, without limitation thereby, the covenants and agreements
         contained in this Section 9.1) constitute a continuing offer to any
         person, corporation or other entity, which by accepting a mortgage
         subject to this Lease, assumes the obligations herein set forth with
         respect to such holder; such holder is hereby constituted a party of
         this Lease as an obligee hereunder to the same extent as though its
         name were written hereon as such; and such holder shall be entitled to
         enforce such provisions in its own name. Tenant agrees on request of
         Landlord to execute and deliver from time to time any agreement which
         may be necessary to implement the provisions of this Section 9.1.

9.2      Lease Superior or Subordinate to Mortgages. It is agreed that the
         -------------------------------------------
         rights and interest of Tenant under this Lease shall be (i) subject or
         subordinate to any present or future mortgage or mortgages and to any
         and all advances to be made thereunder, and to the interest of the
         holder thereof in the Premises if Landlord shall elect by notice to
         Tenant to subject or subordinate the rights and interest of Tenant
         under this Lease to such mortgage or (ii) prior to any present or
         future mortgage or mortgages, if Landlord shall elect, by notice to
         Tenant, to give the rights and interest of Tenant under this Lease
         priority to such mortgage; in the event of either of such elections and
         upon notification by Landlord to that effect, the rights and interest
         of Tenant under this Lease should be deemed to be subordinate to, or
         have priority over, as the case may be, said mortgage or mortgages,
         irrespective of the time of execution or time of recording of any such
         mortgage or mortgages (provided, however, that as a condition to the
         subordination of this Lease to any future mortgages, the holder thereof
         agrees not to disturb the possession of Tenant so long as Tenant is not
         in default hereunder). This Section shall be self-operative and no
         further instrument of subordination shall be required. In confirmation
         of such subordination, Tenant agrees it will, upon

                                      14
<PAGE>

         not less than ten (10) days' prior written request by Landlord,
         execute, acknowledge and deliver any and all instruments deemed by
         Landlord necessary or desirable to give effect to or notice of such
         subordination or priority. Any Mortgage to which this Lease shall be
         subordinated may contain such terms, provisions and conditions as the
         holder deems usual or customary. Landlord agrees to obtain from its
         current lender an agreement that the possession of Tenant will not be
         disturbed so long as Tenant is not in default hereunder. Landlord
         agrees to obtain from any future lenders, and to use reasonable efforts
         to obtain from its current lender, an agreement that the proceeds of
         insurance will be released to Landlord for Landlord's Restoration Work,
         unless this Lease is otherwise terminated in accordance with the
         provisions hereof.

                                   ARTICLE 10
                                   ----------

                            Miscellaneous Provisions
                            ------------------------

10.1     Notices from One Party to the Other. All notices required or permitted
         -----------------------------------
         hereunder shall be in writing and addressed, if to the Tenant, at the
         Original Notice Address of Tenant or such other address as Tenant shall
         have last designated by notice in writing to Landlord and, if to
         Landlord, at the Original Notice Address of Landlord or such other
         address as Landlord shall have last designated by notice in writing to
         Tenant. Any notice shall be deemed duly given when mailed to such
         address postage prepaid, certified mail, return receipt requested, or
         when delivered to such address by hand.

10.2     Quiet Enjoyment. Landlord agrees that upon Tenant's paying the rent and
         ----------------
         performing and observing the agreements, conditions and other
         provisions on its part to be performed and observed, Tenant shall and
         may peaceably and quietly have, hold and enjoy the Premises during the
         term hereof without any manner of hindrance or molestation from
         Landlord or anyone claiming under Landlord or by paramount or adverse
         title, subject, however, to the terms of this Lease; provided, however,
         Landlord reserves the right, without the same constituting a breach of
         Landlord's covenant of quiet enjoyment, to make such changes,
         alterations, additions, improvements repairs or replacements in or to
         the Premises as Landlord may deem necessary or desirable, provided,
         further, however, that there shall be no unreasonable interference with
         Tenant's use of the Premises, or deprivation of reasonable access
         thereto, or which jeopardizes the security of the Premises for the
         conduct of Tenant's business.

10.3     Lease not to be Recorded. Tenant agrees that it will not record this
         ------------------------
         Lease. Both parties shall, upon the request of either, execute and
         deliver a notice or short form of this Lease in such form, if any, as
         may be permitted by applicable statute.

10.4     Limitation of Landlord's Liability. The term "Landlord" as used in this
         ----------------------------------
         Lease, so far as covenants or obligations to be performed by Landlord
         are concerned, shall be limited to mean and include only the owner or
         owners at the time in question of the Land, and in the event of any
         transfer or transfers of title to said property, the Landlord (and in
         case of any subsequent transfers or conveyances, the then grantor)
         shall be concurrently freed and relieved from and after the date of
         such transfer or conveyance, without any further instrument or
         agreement of all liability as respects the performance of any covenants
         or obligations on the part of the Landlord contained in this Lease
         thereafter to be performed, it being intended hereby that the covenants
         and obligations contained in this Lease on the part of Landlord, shall,
         subject as aforesaid, be binding on the Landlord, its successors and
         assigns, only during and in respect of their respective successive
         periods of ownership of said leasehold interest or fee, as the case may
         be. Tenant, its successors and assigns, shall not assert nor seek to
         enforce any claim for breach of this Lease against any of Landlord's
         assets other than Landlord's interest in the Premises and in the rents,
         issues and profits thereof or the proceeds of insurance or taking, and
         Tenant agrees to look solely to such interest for the satisfaction of
         any liability or claim against Landlord under this Lease, it being
         specifically agreed that in no event whatsoever shall Landlord (which
         term shall include, without limitation, any general or limited partner,
         trustees, beneficiaries, officers, directors, or stockholders of
         Landlord) ever be personally liable for any such liability.

10.5     Acts of God. In any case where either party hereto is required to do
         -----------
         any act, delays caused by or resulting from Acts of God, war, civil
         commotion, fire, flood or other casualty, labor difficulties, shortages
         of labor, materials or equipment, government regulations, unusually
         severe weather, or other causes beyond such party's reasonable control
         shall not be counted in determining the time during which work shall be
         completed, whether such time be designated by a fixed date, a fixed
         time or a "reasonable time," and such time shall be deemed to be
         extended by the period of such delay. The foregoing shall not extend
         the time periods after which Tenant may terminate this Lease pursuant
         to Section 7.2 or exercise self-help pursuant to Section 10.12 for more
         than ninety (90) days.

10.6     Landlord's Default. Landlord shall not be deemed to be in default in
         ------------------
         the performance of any of its obligations hereunder unless it shall
         fail to perform such obligations and such failure shall continue for a
         period of thirty (30) days or such additional time as is reasonably
         required to correct any such default after written notice has been
         given by Tenant to Landlord specifying the nature of Landlord's alleged
         default. Landlord shall not be liable in any event for incidental or
         consequential damages to Tenant by reason of Landlord's default,
         whether or not notice is given. Tenant shall have no right to terminate
         this Lease for any default by Landlord hereunder and no right, for any
         such default, to offset or counterclaim against any rent due hereunder.

10.7     Brokerage. Tenant warrants and represents that it has dealt with no
         ---------
         broker in connection with the consummation of this Lease, other than
         Spaulding & Slye, Insignia/ESG and Nordblom Company (collectively, the
         "Brokers"), and in the event of any brokerage claims, other than by the
         Brokers, against Landlord predicated upon prior dealings with Tenant,
         Tenant agrees to defend the same and indemnify and hold Landlord
         harmless against any such claim.

10.8     Applicable Law and Construction. This Lease shall be governed by and
         -------------------------------
         construed in accordance with the laws of the Commonwealth of
         Massachusetts and, if any provisions of this Lease shall to any extent
         be invalid, the remainder of this Lease shall not be affected thereby.
         There are no oral or written agreements between Landlord and Tenant
         affecting this Lease. This Lease may be amended, and the provisions
         hereof may be waived or modified, only by instruments in writing
         executed by Landlord and Tenant. The titles of the several Articles and
         Sections contained herein are for convenience only and shall not be
         considered in construing this Lease. Unless repugnant to the context,
         the words "Landlord" and "Tenant" appearing in this Lease shall be
         construed to mean those named above and their respective heirs,
         executors, administrators, successors and assigns, and those claiming
         through or under them respectively. If there be more than one tenant,
         the obligations imposed by this Lease upon Tenant shall be joint and
         several.

10.9     Landlord's Representations. A. Landlord represents to Tenant to the
         --------------------------
         best of Landlord's knowledge and belief that, except as may be
         disclosed in that certain environmental report prepared by Haley &
         Aldrich dated September, 1999 (the "Haley & Aldrich Report"), as of the
         Date of this Lease (i) no hazardous or toxic materials or substances
         (including, without limitation, asbestos) are present in, on, under or
         at the Premises, the Building or the Land in violation of laws, nor has
         there been a release of the same, in, on, under or at the Premises, the
         Building or the Land; (ii) no investigative order, settlement,
         agreement, enforcement order or litigation with respect to hazardous or
         toxic materials or substances is proposed, threatened, anticipated or
         in existence with respect to the Premises, the Building or the Land;
         and (iii) no notice, demand, claim, citation, complaint, request for
         information or similar communication has been received by Landlord with
         respect to hazardous or toxic materials or substances in, on, under or
         at the Premises, the Building or the Land. Tenant hereby acknowledges
         and confirms its receipt of the Haley & Aldrich Report.

                  B. Landlord represents to Tenant that as of the Date of this
         Lease (i) the Building has not been constructed in violation of any
         applicable laws, codes, ordinances and regulations; (ii) the existing
         electrical and plumbing systems, the existing heating, ventilating and
         air conditioning systems (the "hvac facilities"), the elevators and
         other existing mechanical systems in the Building are in good working
         order and condition; (iii) the Premises are served by water, sewer,
         electricity and other utilities sufficient for general office use; and
         (iv) the hvac facilities are of sufficient capacity for general office
         use by the number of persons which the Building was designed to
         accommodate.

                  C. Landlord makes no other representations to Tenant other
         than the representations specifically contained in subparagraphs A and
         B of this Section 10.9.

                                      15
<PAGE>

10.10    Entire Agreement. This Lease contains all of the agreements between the
         ----------------
         parties hereto, and there are no prior oral or written agreements
         between Landlord and Tenant affecting this Lease. This Lease may not be
         modified in any manner other than by agreement in writing signed by
         both Landlord and Tenant.

10.11    Guaranty. The obligations of Tenant under this Lease are guaranteed by
         --------
         Guarantor pursuant to the provisions of that Guaranty of even date
         herewith.

10.12    Tenant's Self-Help. Tenant may, but shall not be obligated to, cure,
         ------------------
         after thirty (30) days' prior written notice (or without notice in an
         emergency), any default by Landlord under this Lease that is materially
         detrimental to Tenant's business not to have cured, and whenever Tenant
         so elects, all costs and expenses incurred by Tenant in curing a
         default shall be paid by Landlord to Tenant on demand; provided,
         however, that Tenant shall indemnify Landlord against any damage to the
         Building resulting from Tenant's effecting such cure. However, if
         Landlord has undertaken to cure the default in question and is
         proceeding with diligence, but has been unable to fully complete such
         cure by the expiration of thirty (30) days from Tenant's notice as
         aforesaid, Landlord shall be afforded a reasonable time thereafter in
         which to complete its curative efforts before Tenant may effect a cure.
         For the purposes of this Section 10.12, the phrase "reasonable time"
         shall mean an additional period of time reasonably determined by
         Landlord given the nature of the default and the steps reasonably
         necessary to rectify the same, but not to exceed an additional sixty
         (60) days.

10.13    Cafeteria Equipment. The equipment currently installed and located in
         -------------------
         the Building cafeteria as of the Commencement Date is and will remain
         Landlord's property during the term and shall be called the "Existing
         Cafeteria Equipment" for the purposes of this Lease. All equipment and
         personal property (including replacements of the Existing Cafeteria
         Equipment) that may be installed or added to the cafeteria by Tenant
         after the Commencement Date shall be at Tenant's expense and deemed
         Tenant's personal property during the term hereof, and shall be called
         "Tenant's Cafeteria Equipment" for the purposes of this Lease. During
         the term, Tenant shall perform all repairs to the Existing Cafeteria
         Equipment and the Tenant's Cafeteria Equipment at its expense as
         necessary to keep them in good working order and condition pursuant to
         the applicable provisions of Section 6.1.3 of this Lease. At the
         expiration or earlier termination of this Lease, Tenant may remove the
         Tenant's Cafeteria Equipment (unless permanently affixed to the
         Premises) in accordance with the provisions of Section 6.1.9 hereof.
         Tenant shall not be required to remove the Existing Cafeteria
         Equipment.


         WITNESS the execution hereof under seal on the day and year first above
         written:

                                     Landlord:

                                     CROWNVIEW LLC

                                     By: Nordic Holdings III LLC, Manager


                                         By: /s/ Peter C. Nordblom
                                            -----------------------------------
                                             Peter C. Nordblom, Manager


                                         By: /s/ Ogden Hunnewell
                                            -----------------------------------
                                             Ogden Hunnewell, Manager


                                    Tenant:

                                    SSB REALTY LLC


                                    By: /s/ [ILLEGIBLE]
                                       -------------------------
                                    Its: President
                                        ------------------------

                                      16



<PAGE>

                                   EXHIBIT A

The land with the buildings thereon situated in Quincy, Norfolk County,
Massachusetts and shown as Lot 13 on a plan entitled "Crown Colony Place,
Quincy, MA, Subdivision Plan" dated March 29, 1988 by H. W. Moore Associates,
Inc., Engineers and Planners, Boston, MA ("Lot 13" and the "Plan" respectively)
recorded with Norfolk County Registry of Deeds ("Deeds") as Plan No. 530 of 1988
in Plan Book 368.

Beginning at a point on the Southwesterly side of Crown Colony Drive, being the
Northerly corner of said Lot 13 and thence running.

Southeasterly and Easterly by Crown Colony Drive by a line curving to the left
having a radius of 645.00 feet, a distance of 647.03 feet; thence turning and
running

South 00 degrees 51' 42" East 19.46 feet; thence continuing

Southeasterly and Easterly by a line turning to the left having a radius of
385.00 feet, a distance of 221.09 feet; thence continuing

South 33 degrees 45' 52" East 324.95 feet; thence turning and running

South 67 degrees 32' 52" West 234.04 feet; thence turning and running

North 75 degrees 21' 07" West 88.44 feet; thence turning and running

North 26 degrees 42' 08" West 93.47 feet; thence turning and running

North 49 degrees 49' 37" West 79.83 feet; thence continuing

North 74 degrees 25' 51" West 135.99 feet; thence continuing

North 74 degrees 12' 41" West 150.68 feet; thence continuing

North 53 degrees 41' 24" West 284.55 feet; thence turning and running

North 86 degrees 03' 17" West 66.86 feet; thence continuing

South 63 degrees 43' 53" West 69.14 feet; thence turning and running

North 45 degrees 00' 00" West 91.92 feet; thence turning and running

North 05 degrees 44' 20" East 229.44 feet; thence turning and running

                                       2
<PAGE>

North 50 degrees 46' 37" East 411.62 feet to the point of beginning, the last
fifteen course being by Lot 1 as shown on the Plan.

Said Lot 13 being a subdivision of Lot 1 as shown on a plan untitled
"Subdivision Plan of Land 'Crown Colony Place' Quincy, MA" dated May 18, 1987 by
Harry R. Feldman, Inc. recorded as Plan No. 53 of 1988 in Plan Book 3654.

Appurtenant Rights

All the rights and easements for the benefit of Owners in Crown Colony Place set
forth in a Declaration of Covenants, Restrictions, Development Standard and
Easements ("Declaration of Covenants") for Crown Colony Place by Crown Colony
Realty Corp., as Trustee of Presidents' Plaza Realty Trust dated October 10,
1986 recorded in Book 7281, Page 352 and filed as Document No. 503941, as
amended by First Amendment to Declaration of Covenants, Restrictions,
Development Standards and Easements dated October 30, 1987 recorded in Book
7864, Page 493 and filed as Document No. 538949, as amended by Second Amendment
to Declaration of Covenants, Restrictions, Development Standards and Easements
dated as of February 4, 1988 recorded in Book 7978, Page 368 and filed as
Document No. 545752, as amended by Succession Developer under Declaration of
Covenants, Restrictions, Development Standards and Easements dated January 21,
1988 and recorded in Book 7864, Page 501 and filed as Document No. 538953 and as
modified by Easement Relocation Instrument dated May 26, 1988, recorded in Book
7978, Page 466 and filed as Document No. 545753 as affected by Design Review
Decision dated May 26, 1988, recorded May 27, 1989 in Book 7978, Page 443, as
affected by Confirmation of Easement Locations dated June 9, 1988 and filed as
Document No. 550330 and recorded in Book 8066, Page 271 as amended by Third
Amendment to Declaration of Covenants, Restrictions, Development Standards and
Easements dated July 11, 1988 filed as Document No. 550331 and recorded in Book
8066, Page 279 as affected by a Certificate of Compliance dated September 21,
1989 recorded October 5, 1989 in Book 8451, Page 543 and as further affected by
an Estopple Certificate dated as of September 21, 1989 recorded October 5, 1989
in Book 8451, Page 541 as amended by Fourth Amendment to Declaration of
Covenants, Restrictions, Development Standards and Easement dated June 29, 1989,
recorded October 5, 1989 in Book 8451, Page 423 and filed as Document No.
575918, and as amended by Fifth Amendment to Declaration of Covenants
Restrictions Development Standards and Easements dated as of September 21, 1989
recorded October 5, 1989 in Book 8451, Page 430 and filed as Document No.
575919.

The right in common with Quincy One Associates Limited Partnership, and its
successors and assigns, to lay, construct, reconstruct, repair, replace,
operate, maintain, install and use water and sewer pipes, electric and telephone
utility lines, and other utility lines or pipes, underground within the arc
shown on the Plan as "Utility Easement Area = 2,457 S.F. - ,056 A.C." as set
forth in a deed from Quincy One Associates Limited Partnership to Edward A.
Fish, et als, dated May 26, 1988 recorded with said Deeds on May 27, 1988 as
Instrument No. 42521 Book 7978 Page 376.

                                       3
<PAGE>

Rights reserved for the benefit of "Grantor's Other Land" in deed dated March 5,
1985 from Crown Colony Realty Corp, as Trustee of President's Plaza Realty Trust
to K. Prescott Low, as Trustee of Low Realty Trust, recorded in Book 6633, Page
320 and filed as Document No. 464286.

Rights granted in deed from K. Prescott Low, as Trustee of Low Realty Trust, to
Crown Colony Realty Corp., as Trustee of President's Plaza Realty Trust dated
March 5, 1985 recorded in Book 6633, Page 310.

Easements granted in an Easement Agreement between Quincy One Associates Limited
Partnership and 1200 Crown Colony Limited Partnership, dated June 19, 1991
recorded in Book 8961, Page 515.

All other rights and easements which may be appurtenant to Lot 13.

For title see deed recorded with Norfolk Registry of Deeds in Book 13785, Page
405 and filed with the Northfolk Land Registration Office as Document No.
142271.

                                       4