Prepared by MerrillDirect







 


 


 


 


 


 


LEASE


of Premises at


200 Crossing Boulevard

9/90 Corporate Center

Framingham, Massachusetts


by and between


NDNE 9/90 200 CROSSING
BOULEVARD LLC or its assignee


 and


NATURAL MICROSYSTEMS
CORPORATION


Dated: As of April 1, 2000


 


 


 


 





 


	
  Table of Contents
  
	 
  	 
  
	
  SECTION 1 - Reference Data
  
	
  Section 1.1
  	
  Reference Information
  
	
  Section 1.2
  	
  Exhibits
  
	 
  	 
  
	
  SECTION 2 - Premises and
  Term
  
	 
  
	
  Section 2.1
  	
  Premises
  
	
  Section 2.2
  	
  Term
  
	
  Section 2.3
  	
  Appurtenant Rights and
  Reservations
  
	
  Section 2.4
  	
  Option to Extend Term
  
	
  Section 2.5
  	
  Market Rent
  
	 
  
	
  SECTION 3 - Improvements
  
	 
  
	
  Section 3.1
  	
  Construction of Building
  
	
  Section 3.2
  	
  Tenant Improvements;
  Tenant’s Plans;
  
	 
  	
  Pricing of Tenant’s Work;
  Landlord’s T.I Work
  
	
  Section 3.3
  	
  Preparation of Premises for
  Occupancy
  
	
  Section 3.4
  	
  General Provisions
  Applicable to Construction
  
	
  Section 3.5
  	
  Construction
  Representatives
  
	
  Section 3.6
  	
  Certain Landlord
  Obligations
  
	
  Section 3.7
  	
  Tenant’s Plans
  
	
  Section 3.8
  	
  Controlling Provisions
  
	
  Section 3.9
  	
  Changes in Building or Lot
  
	
  Section 3.10
  	
  Tenant’s Early Access
  
	 
  
	
  SECTION 4 - Fixed Rent
  
	 
  	 
  
	
  Section 4.1
  	
  Annual Fixed Rent
  
	
  Section 4.2
  	
  Nonterminability by Tenant
  
	
  Section 4.3
  	
  Reduced Rent Period
  
	 
  	 
  
	
  SECTION 5 - Operating Cost
  Escalation Real Estate Tax Escalation
  
	 
  
	
  Section 5.1
  	
  Operating Cost Escalation
  
	
  Section 5.2
  	
  Estimated Operating Cost
  Escalation Payments
  
	
  Section 5.3
  	
  Real Estate Tax Escalation
  
	
  Section 5.4
  	
  Estimated Real Estate Tax
  Escalation Payments
  
	
  Section 5.5
  	
  Right to Audit Records
  
	 
  	 
  
	
  SECTION 6 - Insurance
  
	 
  
	
  Section 6.1
  	
  Tenant's Insurance
  
	
  Section 6.2
  	
  Landlord's Insurance
  
	
  Section 6.3
  	
  Tenant Reimbursement of
  Insurance Taken
  
	 
  	
  Out by Landlord
  
	
  Section 6.4
  	
  Requirements Applicable to
  Insurance Policies
  
	
  Section 6.5
  	
  Waiver of Subrogation
  






 


	 
  	 
  
	
  SECTION 7 - Utilities; Park
  Common Expenses; Payments on Account
  
	 
  
	
  Section 7.1
  	
  Utilities
  
	
  Section 7.2
  	
  Park Common Expenses;
  
	 
  	 
  
	
  SECTION 8 - Landlord’s
  Covenants
  
	 
  
	
  Section 8.1
  	
  Quiet Enjoyment
  
	
  Section 8.2
  	
  Maintenance and Repair
  
	
  Section 8.3
  	
  Electricity, Water and Gas
  
	
  Section 8.4
  	
  HVAC
  
	
  Section 8.5
  	
  Cleaning
  
	
  Section 8.6
  	
  Interruptions
  
	
  Section 8.7
  	
  Landlord's Indemnity
  
	
  Section 8.8
  	
  Representations and
  Warranties


  
	 
  
	
  SECTION 9 - Tenant's
  Covenants; Law
  
	 
  
	
  Section 9.1
  	
  Use
  
	
  Section 9.2
  	
  Repair and Maintenance
  
	
  Section 9.3
  	
  Compliance with Law and
  Insurance Requirements
  
	
  Section 9.4
  	
  Tenant's Work
  
	
  Section 9.5
  	
  Indemnity
  
	
  Section 9.6
  	
  Landlord's Right to Enter
  
	
  Section 9.7
  	
  Personal Property at
  Tenant's Risk
  
	
  Section 9.8
  	
  Payment of Cost of
  Enforcement
  
	
  Section 9.9
  	
  Yield Up
  
	
  Section 9.10
  	
  Estoppel Certificate
  
	
  Section 9.11
  	
  Rules and Regulations
  
	
  Section 9.12
  	
  Park Covenants and
  Restrictions
  
	
  Section 9.13
  	
  Holding Over
  
	
  Section 9.14
  	
  Assignment and Subletting
  
	
  Section 9.15
  	
  Overloading and Nuisance
  
	
  Section 9.16
  	
  Prevailing Party/Attorneys’
  Fees
  
	 
  	 
  
	
  SECTION 10 - Casualty or
  Taking
  
	 
  	 
  
	
  Section 10.1
  	
  Abatement of Rent
  
	
  Section 10.2
  	
  Landlord’s Right of
  Termination
  
	
  Section 10.3
  	
  Restoration; Tenant’s Right
  of Termination
  
	
  Section 10.4
  	
  Award
  
	
  Section 10.5
  	
  Temporary Taking
  
	
  Section 10.6
  	
  No Liability On Account Of
  
	 
  	
  Injury To Business, Etc.
  






 


	
  SECTION 11 - Default
  
	 
  
	
  Section 11.1
  	
  Events of Default
  
	
  Section 11.2
  	
  Remedies
  
	
  Section 11.3
  	
  Remedies Cumulative
  
	
  Section 11.4
  	
  Landlord’s Right to Cure
  Defaults
  
	
  Section 11.5
  	
  Effect of Waivers of
  Default
  
	
  Section 11.6
  	
  No Accord and Satisfaction
  
	
  Section 11.7
  	
  Interest on Overdue Sums
  
	
  Section 11.8
  	
  Tenant’s Right to Cure
  Defaults


  
	
  SECTION 12 - Mortgages
  
	 
  
	
  Section 12.1
  	
  Rights of Mortgage Holders
  
	
  Section 12.2
  	
  Superiority of Lease;
  Option to
  
	 
  	
  Subordinate


  
	
  SECTION 13 - Miscellaneous
  Provisions
  
	 
  
	
  Section 13.1
  	
  Notices from One Party to
  the Other
  
	
  Section 13.2
  	
  Quiet Enjoyment
  
	
  Section 13.3
  	
  Lease Not to be Recorded;
  
	 
  	
  Notice of Lease
  
	
  Section 13.4
  	
  Bind and Inure;
  
	 
  	
  Limitation of Landlord’s
  Liability
  
	
  Section 13.5
  	
  Acts of God
  
	
  Section 13.6
  	
  Landlord's Default
  
	
  Section 13.7
  	
  Brokerage
  
	
  Section 13.8
  	
  Miscellaneous
  
	
  Section 13.9
  	
  Financial Statements
  
	
  Section 13.10
  	
  Easements, Changes To Lot
  Lines;
  
	 
  	
  Reciprocal Easement
  
	
  Section 13.11
  	
  Security Deposit
  
	
  Section 13.12
  	
  Signage
  
	
  Section 13.13
  	
  Non Disturbance Agreement
  
	 
  
	
  SECTION 14 – Intentionally
  Omitted
  
	 
  	 
  
	
  SECTION 15 – Right of First
  Offer
  
	 
  	 
  
	

SECTION 16 – Intentionally Omitted



  
	

SECTION 17 - Leasehold Lot

  	 

  



 





LEASE


SECTION 1


Reference Data


             Section
1.1       Reference
Information.  Reference in this Lease
to any of the following shall have the meaning set forth below:


 


             Additional Rent:  Any sum or payment designated under this
Lease as constituting "Additional Rent" including, without
limitation, payments by Tenant on account of (i) Operating Cost Escalations and
Real Estate Tax Escalations under Section 5 (ii) payments due under Section 9.2
and (iii) payments due under Section 9.3 on account of Subsequent Law-Related
Changes.


             Annual
Fixed Rental Rate or Annual Fixed Rent:


During Original Term:



Commencement Date through end of
Year 5

$1,250,425.00 per annum ($27.50 per rentable square foot contained in the
Premises Rentable Area per annum)

Beginning of Year 6 through end of Year 10:

$1,341,365.00 per annum($29.50 per rentable square foot
contained in the Premises Rentable Area per annum)

Beginning of Year 11 through May 31, 2012:

$1,432,305.00 per annum($31.50 per rentable square foot contained in the
Premises Rentable Area per annum)



             All such
Annual Fixed Rent shall be payable as and when required by Section 4 of this
Lease.


             Broker: Trammell Crow Company


             Building:  The building erected or to be erected on the
Fee Lot by Landlord substantially in conformity with Exhibits A-3 and A-4
together with all alterations thereof and additions thereto and replacements
thereof and known as or to be known as 200 Crossing Boulevard, Framingham, MA.


             Business
Days:  All days except Sunday and Legal
Holidays in Boston, Massachusetts.


             Business
Hours:  8:00 a.m. to 6:00 p.m. on all
Business Days except Saturday from 8:00 a.m. to 1:00 p.m.


             Cross Easement:  That certain Cross-Easement Agreement dated
September 30, 1996 and recorded in the Middlesex (South) Registry of Deeds in
Book 26738, Page 315, as amended by First Amendment to Cross-Easement Agreement
dated as of January 21, 1998 and recorded in Middlesex (South) Registry of
Deeds in Book 28102, Page 272.


             Date of
this Lease: April 1, 2000.


             Anticipated
Term Commencement Date: December 1, 2000


 





             Fee
Lot:  Lot 3 as described on Exhibit A-1
attached hereto subject to adjustments in the Lot boundaries from time to time
as provided in Section 13.10.


             Annual
Base Operating Costs:  Operating Costs
for the calendar year January 1, 2001 through December 31, 2001.


             Annual
Base Real Estate Taxes:  Real Estate
Taxes for the Fiscal Tax Year ending June 30, 2002.


             Entire
Leasehold Lot:  Lot B as shown on that
certain Plan entitled “Subdivision Plan of Land in Framingham, Massachusetts
dated June 5, 1996, revised June 13, 1996 and recorded in the Middlesex (South)
District Registry of Deeds as Plan Number 1064 of 1996”.


             Ground
Lease:  The Indenture of Lease dated as
of August 15, 1980, between the Inhabitants of The Town of Framingham
("Town") as landlord and The First National Bank of Boston (Bank of
Boston) notice of which is recorded with the Middlesex South Registry of Deeds
(The Registry) in Book 14306, Page 282 (the "Original Ground
Lease").  The interest of The Bank
of Boston as tenant under the Original Ground Lease was assigned to 9/90
Crossing Associates Limited Partnership ("9/90") pursuant to that
certain lease assignment dated as of July 29, 1987, and recorded with the
Registry in Book 18428, Page 050.  The
interest of "9/90" as tenant under the Original Ground Lease was
further assigned by "9/90" to Rose Holding, Inc. ("Rose")
pursuant to that certain Lease Assignment dated as of June 10, 1994, recorded
with the Registry in Book 24620, Page 63. 
The Original Ground Lease was amended by Amendment to Lease dated
August, 1996, by and between the Town and Rose.  All references herein to the Original Ground Lease shall mean the
Original Lease as so assigned and amended. 
The interest of Rose as tenant under the Ground Lease insofar as it
relates to the Leasehold Lot was assigned to the Landlord hereunder by Rose
(the "Rose Partial Assignment"). 
All references in this Lease to the Ground Lease shall mean the Original
Ground Lease as it relates to the Leasehold Lot as assigned to Landlord by the
Rose Partial Assignment as it may be further assigned or amended from time to
time and, for purposes hereof, the premises thereunder shall be deemed to
include only the Leasehold Lot and all obligations of Landlord as tenant
thereunder related solely to the Leasehold Lot.


             Landlord:  NDNE 9/90 200 Crossing Boulevard LLC, a
Massachusetts limited liability company, its successors and assigns.


             Landlord's
Address: c/o National Development, 2310 Washington Street, Newton Lower Falls,
Massachusetts 02162


             Landlord's
Construction Representative: John J. O’Neil, III or Mark L. Paris.


             Leasehold
Lot:  Parcel B-2 as described on Exhibit
A-2 attached hereto, subject to adjustments in the Lot boundaries from time to
time as provided in Section 13.10. The Leasehold Lot is a portion of the Entire
Leasehold Lot.


             Leasehold
Parking Area:  The area identified on
Exhibit A-2 as the Leasehold Parking Area as same may be modified from time to
time.


             Lot or
Lots:  The Fee Lot and the Leasehold Lot
as said Lots are modified from time to time pursuant to this Lease.


             Lot's
Allocable Share:  As defined in Section
7.2(b).





Measurement Method:  The Modified New York BOMA Measurement
Method, 1980, Reaffirmed 1989.



             Original
Term: As defined in Section 2.2 hereof.


             Park: The
term "Park" shall mean the land described in Exhibits A-1 and A-2 of
the Park Covenants together with other land hereafter added thereto under the
Park Covenants and together with the buildings, structures and other
improvements as may, from time to time, be constructed thereon, and all of
which are referred to in the Park Covenants as "9/90 Corporate
Center".


             Park
Common Expenses:  As defined in Section
7.2(a)


             Park
Common Property:  As defined in Section
7.2(a)


             Park
Covenants:  The Amended and Restated
Declaration of Covenants, Restrictions, Development Standards and Easements
attached hereto as Exhibit A-14 together with any amendments thereto as are
permitted thereunder.


             Permitted
Assignee:  As defined in Section 9.14.


             Permitted
Uses:  Office, research and development
and light

manufacturing.


             Plan:  The Site Plan of the Building (proposed
location) and Lot attached hereto as Exhibit A-3.


             Property:  The Lot, the Leasehold Lot and the Leasehold
Parking Area together with the Building and any improvements now or hereafter
located thereon.


             Premises:  That portion of the Building shown on
Exhibit A-6 and located on the first and second floors of the Building.


             Premises
Rentable Area:  Approximately 45,470
rentable square feet of which approximately 22,355 rentable square feet are
located on the first floor and approximately 23,115 rentable square feet are
located on the second floor of the Building. 
The Premises Rentable Area has been determined using the Measurement
Method except as follows:    (i)
measurements will be taken to the inside face of glass on exterior walls, even
if the glass is not the dominant portion of the exterior wall, (ii)  measurements to common areas, halls, etc.
will be to the center line of the partition, (iii) common areas such as the
first floor lobby, elevator lobbies, cafeteria, locker room/shower facilities,
common corridors, etc. will be included in rentable area, and (iv) any vertical
penetrations dedicated solely to Tenant's use (i.e. in excess of vertical
penetrations required to service a standard office building) shall be included
in usable areas.  Rentable Area to be
determined utilizing the following formula: Rentable Area to be Useable Area of
Premises ÷ Efficiency Factor equals Premises Rentable Area.





             Public
Liability Insurance Limit:


 


	
  Bodily
  Injury and Property Damage:

  	

Combined
  single limit of $2,000,000, or such greater amount as reasonably required by
  Landlord from time to time provided such greater amounts are comparable to
  the insurance limits carried by institutional owners of first class office
  buildings in the so-called Boston-Metro West area

  
	 

  	 

  



 


             Building
Rentable Area:  Approximately 123,750
rentable square feet. The Building Rentable Area has been determined using the
Measurement Method except as follows: 
(i) measurements will be taken to the inside face of glass on exterior
walls, even if the glass is not the dominant portion of the exterior wall,
(ii)  measurements to common areas,
halls, etc. will be to the center line of the partition, (iii) common areas
such as the first floor lobby, elevator lobbies, cafeteria, locker room/shower
facilities, common corridors, etc. will be included in rentable area, and (iv)
any vertical penetrations dedicated solely to Tenant's use (i.e. in excess of
vertical penetrations required to service a standard office building) shall be
included in usable areas.  Rentable Area
to be determined utilizing the following formulation  Usable Square Footage of Building ÷ Efficiency Factor equals
Building Rentable Area.


             Security
Deposit:  A cash deposit in the Required
Amount of $500,000.00 to be held and applied pursuant to Section 13.11 of this
Lease.


             Tenant:
Natural MicroSystems Corporation, a Delaware corporation


             Tenant's
Address: 100 Crossing Boulevard, Framingham, MA


             Tenant's
Construction Representative:  Jamie
Toale


             Tenant's
Proportionate Share: Thirty Six and Seven Four One Hundredths (36.74%) Per Cent.


             Title
Exceptions:  The matters set forth on
Exhibit A-5 together with (a) such other easements, rights, encumbrances,
reservations and other matters of record title to the Property now or hereafter
affecting the property so long as Tenant’s use of the Premises is not
materially and adversely affected thereby and (b) subject to the provisions of
Section 12 and Section 13.13 hereof, 
all mortgages of record as of the date of execution and delivery of this
Lease and any future mortgage hereafter placed upon the Property.


             Term of
this Lease:  The Original Term and any
period through which the Original Term may be extended.


             Tenant
Plan Delivery Date:  June 1, 2000.


             As used
herein, the term "Year" shall mean each consecutive twelve (12)
calendar month period immediately following the Term Commencement Date, but if
the Term Commencement Date shall fall on other than the first day of a calendar
month then, such term shall mean each consecutive twelve calendar month period
commencing with the first day of the first full calendar month of the Original
Term.  The first “Year” shall include
any partial calendar month between the Term Commencement Date and the first day
of the first full calendar month immediately following the Term Commencement
Date.





 


	
  Section 1.2
  	
  Exhibits. 
  The following Exhibits are attached to and incorporated in this Lease:
  
	
  EXHIBIT A-1:
  	
  Description of Fee Lot
  
	
  EXHIBIT A-2:
  	
  Description of Leasehold Lot 
  (showing Leasehold Parking Area)
  
	
  EXHIBIT A-3:
  	
  Site Plan of Building and Lot (including both Fee and Leasehold
  Lot showing Leasehold Parking Area)
  
	
  EXHIBIT A-4:
  	
  List of Base Building and Site Work Plans and Specifications
  
	
  EXHIBIT A-5:
  	
  Title Exceptions
  
	
  EXHIBIT A-6:
  	
  Plan of Premises
  
	
  EXHIBIT A-7:
  	
  Janitorial Services
  
	
  EXHIBIT A-8:
  	
  Tenant Plan Information
  
	
  EXHIBIT A-9:
  	
  TI Construction Contract for Landlord's TI Work (includes
  Subcontractors BID List)
  
	
  EXHIBIT A-10
  	
  Rules and Regulations
  
	
  EXHIBIT A-11
  	
  Form of Estoppel Certificate
  
	
  EXHIBIT A-12
  	
  Form of Subordination Non-Disturbance and
  Attornment Agreement
  
	
  EXHIBIT A-13
  	
  Building Standard Improvements
  
	
  EXHIBIT A-14
  	
  Park Covenants
  



 


 


SECTION 2


Premises and Term


             Section
2.1  Premises.  Landlord hereby leases and demises the
Premises to Tenant and Tenant hereby leases the Premises from Landlord,
subject, in all events, to (a) all rights reserved to Landlord under this Lease
(including without limitation those set forth in Section 13.10), (b) the Title
Exceptions and (c) the terms and provisions of this Lease.  Tenant shall not alter, or construct any
improvements on, the driveways, parking areas, parking spaces, landscaped
areas, open areas, entry ways, curb cuts, drainage facilities or utilities
located in, on or under the Lot.  All
rights of Tenant in and to the Lot and the Leasehold Parking Area are subject,
in all events, to the Ground Lease, the Cross-Easement, the Park Covenants and
all of the rights reserved to Landlord under this Lease including, without
limitation, the rights under Section 13.10.


             Section
2.2  Term.  TO HAVE AND TO HOLD for a term (the
"Original Term") beginning on the earlier of (a) the date the
Landlord's Work shall be deemed to be substantially complete pursuant to
Section 3.3(b) and (b) the date on which Tenant shall occupy all or any part of
the Premises for the conduct of business (whichever of said dates is
appropriate being hereafter referred to as the Commencement Date or the “Term
Commencement Date"), and continuing through May 31, 2012.





             Section
2.3 Appurtenant Rights and Reservations.


             (a)         Tenant
shall have, as appurtenant to the Premises, the non-exclusive right to use, and
permit its invitees to use in common with others, public or common toilets, the
Leasehold Parking Area, (subject to the provisions hereof regarding Landlord's
right to reserve and designate Covered Spaces for the exclusive use of tenants
or occupants of the Building) the Covered Spaces (as hereafter defined) public
or common lobbies, hallways, stairways, elevators and common walkways necessary
for access to the Building, and if the portion of the Premises on any floor of
the Building includes less than the entire floor, the common toilets, corridors
and elevator lobby of such floor; but such rights shall always be subject to
the rules and regulations set forth in Exhibit A-10 and such other reasonable rules
and regulations as may be from time to time established by Landlord pursuant to
this Lease which are of general application to all tenants and occupants of the
Building and to the right of Landlord to designate and change from time to time
areas and facilities so to be used (provided, however, that such substituted
areas and facilities are substantially equivalent or better).  Tenant and its employees shall also have the
non-exclusive right to use, in common with others entitled thereto, such other
common areas and facilities in or appurtenant to the Building as Landlord may
from time to time designate and provide. There shall be 436 unreserved
non-exclusive parking spaces on the Lot and 45 spaces (the "Covered
Spaces") in the covered parking area to be located on the Lot.  In no event shall Tenant or Tenant’s agents,
servants, employees, guests or invitees be permitted to use any of the Covered
Spaces which are designated by Landlord from time to time as being reserved for
the exclusive use of any other person or entity.  Landlord hereby reserves the right, subject to Tenant's right to
Lease up to, in the aggregate, 12 Covered Spaces as hereafter set forth, to
reserve and designate any of the Covered Spaces (not leased to Tenant on an
exclusive basis as hereafter set forth) to any other tenant or occupant of the
Building. Notwithstanding the foregoing, at Tenant’s option, Tenant shall have
the right to the exclusive use of up to twelve (12) designated and reserved
Covered Spaces at a cost of $100.00 per month per Covered Space (such costs to
be considered Additional Rent under this Lease).  In the event Tenant shall desire to use such Covered Spaces,
Tenant shall provide Landlord with written notice and such spaces shall be
leased to Tenant as an appurtenance to the Premises on a month to month basis
with thirty (30) days notice of termination from Tenant required.  Provided, however, that notwithstanding the
foregoing to the contrary, Tenant’s right to use the Covered Spaces and all
other parking spaces on the Property (covered or uncovered) shall expire upon
any expiration or earlier termination of this Lease without the requirement of
any affirmative act by Landlord or Tenant. 
It is agreed and understood that Landlord may at any time and from time
to time designate any of the Covered Spaces not specifically reserved and
dedicated to Tenant as aforesaid to any other tenant or occupant of the
Building in Landlord's sole and absolute discretion.


             (b)        
Excepted
and excluded from the Premises are exterior faces of exterior walls, the common
stairways and stairwells, elevators and elevator shafts, fan rooms, mechanical,
electric and telephone closets, janitor closets, freight elevator vestibules
and pipes, ducts, conduits, wires and appurtenant fixtures serving exclusively
or in common other parts of the Building, but included in the Premises are all
entry doors to the Premises and all special installations of Tenant, such as
interior stairs, special flues and special air conditioning facilities.  Landlord reserves the right from time to
time, without unreasonable interference with Tenant's use:  (a) to install, use, maintain, repair,
replace and relocate for service to the Premises and other parts of the
Building, or either, pipes, ducts, conduits, shafts, wires and appurtenant
fixtures, wherever located in the Premises or Building, and (b) to alter or
relocate any other common facility, provided that substitutions are
substantially equivalent or better. 
Landlord reserves the exclusive use of all fan rooms, electric and
telephone closets, janitor closets, freight elevator vestibules, pipes, ducts,
conduits, wires and appurtenant fixtures located within the Premises which
serve exclusively or in common other parts of the Building.





             Section
2.4  Option to Extend Term.   Tenant shall have two (2) options to extend
the Original Term of this Lease, each such option to be for a period of five
(5) years (hereafter the "First Extension Term" and the “Second
Extension Term” respectively) beginning upon expiration of the Original Term
and as applicable, expiration of the First Extension Term in the case of the
Second Extension Term provided that (a) no default beyond any applicable grace
and cure periods in the obligations of Tenant to pay Annual Fixed Rent or
Additional Rent under this Lease shall exist at the time each such option is
exercised and no other payment default or material default beyond applicable
notice and grace periods shall exist under this Lease either at the time of
notice of exercise of the option or upon the day of commencement of any such
Extension Term, (b) Tenant shall give notice to Landlord of its exercise of the
applicable option not less than nine (9) full calendar months prior to
expiration of (i) the Original Term in the case of the option with respect to
the First Extension Term and (ii) the First Extension Term in the case of the
option with respect to the Second Extension Term and (c) at the time such
option is exercised and as of the first day of each such Extension Term, the
original Tenant named in Section 1.1 of this Lease shall itself be in occupancy
of 85% of the Premises Rentable Area. All of the terms and provisions of this
Lease shall be applicable during the respective Extension Terms except that (a)
Tenant shall have no additional option to extend the Term of this Lease beyond
the Second Extension Term, (b) the Annual Fixed Rent for each year during each
respective Extension Term shall be the greater of (i) 95% of the Market Rent
provided in Section 2.5 as of the first day of the applicable Extension Term or
(ii) the per annum Annual Fixed Rent in effect during the last year of (w) the
Original Term in the case of the First Extension Term and (x) the First
Extension Term in the case of the Second Extension Term and (c) none of the
provisions of Article 3 shall apply nor shall Landlord be required to pay any
inducement payments nor make any alterations of any kind or nature


             Failure of
Tenant to satisfy any of the foregoing conditions shall be deemed a waiver of
Tenant’s rights under this Section 2.4. 
Failure of Tenant to give a timely and proper notice of its exercise of
the first such option to extend shall terminate and extinguish Tenant’s rights
with respect to the second option to extend.


             Section
2.5  Market Rent.
"Market Rent" shall be computed as of the applicable date of
Commencement of the applicable Extension Term at the then current rentals being
charged to new tenants for comparable space located in the vicinity of the
Building, taking into account and giving effect to, in determining
comparability, without limitation, such considerations as size, location, lease
term, rent concessions, free rent, tenant improvements and tenant build out
allowances.


             Market
Rent shall be determined by agreement between Landlord and Tenant but if
Landlord and Tenant are unable to agree upon the Market Rent at least seven (7)
months prior to the date upon which the Market Rent is to take effect, then the
Market Rent shall be determined by appraisal as follows:  Landlord and Tenant shall each appoint a
Qualified Appraiser (as said term is hereinafter defined) at least six (6)
months prior to the commencement of the Extension Term and shall designate the
Qualified Appraiser so appointed by notice to the other party.  The two appraisers so appointed shall meet
within ten (10) days after both appraisers are designated in an attempt to
agree upon the Market Rent for the Extension Term and if, within fifteen (15)
days after both appraisers are designated, the two appraisers do not agree upon
the Market Rent, then each appraiser shall, not later than thirty (30) days
after both appraisers have been chosen, deliver a written report to both the
Landlord and Tenant setting forth the Market Rent as determined by each such
appraiser taking into account the factors set forth in this Section 2.5.  If the lower of the two determinations of
Market Rent as determined by such two appraisers is equal to or greater than
90% of the higher of the Market Rent as determined by such two appraisers, the
Market Rent shall be deemed to be the average of such Market Rent as set forth
in such two determinations.  If the
lower determination of Market Rent is less than 90% of the higher determination
of Market Rent, the two appraisers shall promptly appoint a third Qualified
Appraiser and shall designate such third Qualified Appraiser by notice to
Landlord and Tenant.  The cost and
expenses of each appraiser appointed separately by Tenant and Landlord shall be
borne by the party who appointed the appraiser.  The cost and expenses of the third appraiser shall be shared
equally by Tenant and Landlord.   If the
two appraisers cannot agree on the identity of the third Qualified Appraiser at
least three (3) months prior to commencement of the Extension Term, then the
third Qualified Appraiser shall be appointed by the American Arbitration
Association ("AAA") sitting in Boston, Massachusetts and acting in
accordance with its rules and regulations. 
The costs and expenses of the AAA proceeding shall be borne equally by
the Landlord and Tenant.  The third
appraiser shall promptly make its own independent determination of Market Rent
for the Premises taking into account the factors set forth in this Section 2.5
and shall promptly notify Landlord and Tenant of his determination.  If the determinations of the Market Rent of
any two of the appraisers shall be identical in amount, said amount shall be
deemed to be the Market Rent for the Premises. 
If the determinations of all three appraisers shall be different in
amount, the average of the two nearest in amount shall be deemed the Market
Rent.  The Market Rent of the subject
space determined in accordance with the provisions of this Section shall be
binding and conclusive on Tenant and Landlord. 
As used herein, the term "Qualified Appraiser" shall mean any
disinterested person (a) who is employed by a real estate brokerage company or
an appraisal firm of recognized competence in the greater Boston area, and (b)
who has not less than ten (10) years experience in appraising and valuing
properties of the general location, type and character as the Premises.  Notwithstanding the foregoing, if either
party shall fail to appoint its appraiser within the period specified above
(such party referred to hereinafter as the "Failing Party"), the
other party may serve notice on the Failing Party requiring the Failing Party
to appoint its appraiser within ten (10) days of the giving of such notice and
if the Failing Party shall not respond by appointment of its appraiser within
said ten (10) day period, then the appraiser appointed by the other party shall
be the sole appraiser whose determination of Market Rent shall be binding and
conclusive upon Tenant and Landlord.





             If the
dispute between the parties as to Market Rent has not been resolved before the
commencement of the applicable Extension Term, then beginning on the first day
of the Extension Term, Tenant shall pay rent under the Lease in respect of the
Premises based upon the greater of (i) the Annual Fixed Rent in effect during
the last year of the Original Term or (ii) 95% of the Market Rent designated by
Landlord until either the agreement of the parties as to the Market Rent or the
decision of the arbitrators, as the case may be, at which time Tenant shall pay
any underpayment of rent to Landlord, or Landlord shall refund any overpayment
of rent to Tenant.


 


SECTION 3


Improvements


             Section
3.1  Construction of
Building. Landlord, at its expense, shall diligently construct the Building
and site improvements in accordance with Exhibits A-3 and A-4 (the
"Landlord's Building Construction Work") and all laws, codes,
ordinances and other applicable governmental requirements in effect on the date
the building permit is obtained. Landlord and Tenant shall respond promptly to
all communications from the other and shall cooperate with each other
throughout the construction process.


             Section
3.2  Tenant Improvements;
Tenant’s Plans; Pricing of Tenant’s Work; Landlord’s TI Work.


             (a)         Tenant
agrees to deliver to Landlord not later than the Tenant Plan Delivery Date a
detailed floor plan layout together with working drawings and written
instructions and constituting full and complete construction documents (herein
called "Tenant's Plans") in accordance with and containing at least
the information detailed in Exhibit A-8 and reflecting all partitions,
alterations and improvements desired by Tenant in the Premises.  Within fourteen (14) days of the receipt of
Tenant's Plans, Landlord shall furnish to Tenant in writing a time schedule for
the completion of the work shown on Tenant's Plans and an estimated Guaranteed
Maximum Price for the work as shown on Tenant’s Plans calculated pursuant to
the TI Construction Contract for the cost of construction work and material
necessary to complete the work shown in Tenant’s Plans in accordance with
Tenant's Plans, costs (which shall include the Landlord’s contractors fee of 8%
based on the Cost of the Work as hereafter described) and upon agreement on the
scope an cost of Landlord’s TI Work being hereinafter referred to as the Tenant
Improvement Costs.  Tenant shall notify
Landlord in writing, within four (4) Business Days of receipt by Tenant of the
estimate of, and the time schedule for, the Tenant Improvement Costs, of either
its approval thereof and its authorization to Landlord to proceed with
construction in accordance with Tenant's Plans or any changes in Tenant's
Plans.





             In the
event Tenant elects the latter alternative (namely, to change Tenant's Plans),
Landlord shall within seven (7) days of receipt of said changes in Tenant's
Plans quote to Tenant all estimated changes in Tenant Improvement Costs (the
"First Revised Tenant Improvement Costs") resulting from said plan
modifications.  Tenant shall, on or
before the fourth (4th) Business Day (the "Outside
Authorization to Proceed Date") following the receipt by Tenant of the
First Revised Tenant Improvement Costs, give notice to Landlord of either (i)
its approval thereof and its authorization to Landlord to proceed with the
construction in accordance with Tenant's Plans as modified or (ii) of any
further changes in Tenant's Plans.  If
Tenant again elects the latter alternative (namely to change Tenant's Plans),
the foregoing procedures and time periods for delivery of additional quotes to
Tenant of all changes in Tenant Improvement Costs and for Tenant's either
giving authorization to proceed or to make further changes on Tenant's Plans
shall apply except that for all purposes under this Lease, (including without
limitation Section 3.3 (c) hereof) the Outside Authorization to Proceed Date
shall not be extended (or deemed extended) beyond July 5, 2000.  Tenant agrees to use good faith diligent
efforts to finally approve all such changes in the Tenant Improvement Costs and
in Tenant's Plans and to give its authorization to proceed with construction as
aforesaid on or before the Outside Authorization to Proceed Date.  Tenant shall be charged with responsibility
for all delays and increased costs and expenses related to any failure of
Tenant to give Landlord full authorization to proceed with construction as
shown on Tenant's Plans, as so changed by Tenant, on or before the Outside
Authorization to Proceed Date (including, without limitation, loss of rent and
reduction of the Reduced Rent Period to the extent so provided in Section
3.3(c) hereof) provided that, in the case of changes, Landlord identifies all
such increased costs due to such change at the time Landlord quotes the cost of
such change to Tenant.  Upon approval of
the Tenant's Plans and the Tenant Improvement Costs, Landlord shall enter into
the construction contract in the form attached to this Lease as Exhibit A-9
which shall be based on a guaranteed maximum price, subject to change orders in
accordance with the terms of this Lease.


             To the
extent that the Tenant Improvement Costs exceed the amount of $22.00 per
rentable square foot contained in the Premises Rentable Area (the "TI
Allowance"), Tenant shall be responsible for such excess costs (the
"Excess Costs") as hereinafter set forth. Tenant shall reimburse
Landlord for Excess Costs as Additional Rent under this Lease as follows:
during the performance of Landlord's TI Work, Landlord may, on or about the
first day of each month, deliver to Tenant a statement showing that proportion
of Excess Costs allocable to the previous month's work.  Tenant shall pay to Landlord the amount
specified in each such statement within thirty days after receipt of such
statement.  Any failure by Tenant to pay
when due any amount required in this Section 3 shall entitle the Landlord to
the same rights and remedies as a failure to pay Annual Fixed Rent when due.


             (b)        
Time is of
the essence in connection with delivery of Tenant's Plans to Landlord, review
of Tenant's Plans, furnishing of the Tenant Improvement Costs and time schedule
by Landlord and authorization to Landlord to proceed with construction on or
before the Outside Authorization to Proceed Date.  Should Tenant (i) fail to deliver Tenant's Plans as scheduled, or
(ii) fully authorize Landlord to proceed with Landlord’s TI Work on or before
the Outside Authorization to Proceed Date, the Anticipated Term Commencement
Date shall be deferred one day for each day of delay caused by, or chargeable
to, Tenant or Tenant's architect.


             (c)         Tenant
hereby agrees that the work shown in Tenant’s Plans (the "Landlord's TI
Work") will be performed by Landlord's general contractor.  It is understood and agreed that the Tenant
Improvement Costs shall include Landlord's contractor's fee in the total amount
equal to eight (8%) percent of the Cost of the Work for Landlord's TI Work (as
said term "Cost of the Work" is defined in the TI Construction
Contract).  Tenant shall also pay the
Landlord, within ten (10) days of billing therefor, for any increases in the
Tenant Improvement Costs resulting from changes in the Tenant's Plans (which
Tenant or its architect request or which result from errors, omissions or
incompleteness of such Tenant Plans or which result from any failure of such
Tenant Plans (or the work shown thereon) to comply with applicable laws,
ordinances, rules and regulations), as finally approved, it being understood
that such increased costs shall be equal to the aggregate of (a) the Cost of
the Work, as defined in the TI Construction Contract, for such changes, (b)
Landlord's contractor's overhead and profit in the total amount equal to eight
(8%) percent of the Cost of the Work for such changes (c) all delay costs and
expenses identified by Landlord in writing at the time of agreeing to any
change, to the extent actually incurred or suffered and (d) loss of rent and
reduction of the Reduced Rent Period to the extent so provided in Section
3.3(c).  Landlord agrees to cause its
general contractor to solicit bids for the Landlord's TI Work from each of the
subcontractors identified on the Subcontractor Bid List attached to the TI
Construction Contract.  Although
Landlord's general contractor will charge an eight (8%) percent fee as part of
the Tenant Improvement Costs, Landlord shall not, itself, charge any separate
construction administration fee. 
Landlord will not be required to solicit bids for the general contract.





             Landlord
agrees to use due diligence to complete the work described in Tenant's Plans on
or before the Anticipated Term Commencement Date.  Landlord shall not be required to install any improvements which
are not in conformity or compatible with the matters shown on Exhibits A-3 and
A-4 or which are not approved by Landlord's architect or which do not comply
with applicable law, ordinances or codes. 
Further, Landlord will not be responsible for any failure of the design
(including, without limitation, errors, omissions and incompleteness of
Tenant's Plans and instructions from Tenant's architect) of Landlord's TI Work
(including without limitation, the plans, specifications, layouts or materials)
to comply with applicable laws, ordinances or codes.  If Landlord determines that any portion of the Landlord's TI Work
should be performed by a subcontractor on the Subcontractor Bid List who is not
the lowest bidder for the applicable portion of the Landlord's TI Work, then
the designation of the subcontractor who will be selected to perform such
portion of the Landlord's TI Work shall be subject to the mutual agreement of
Landlord and Tenant.  In case of delays
in the Landlord’s Building Construction Work or Landlord’s TI Work due to
governmental regulation, unusual scarcity or inability to obtain labor or
materials, labor difficulties, casualty or other causes reasonably beyond
Landlord's control, the Anticipated Term Commencement Date shall be extended
for the period of such delays.


             (d)        
Tenant
agrees that for any delay in performing work to prepare the Premises for
occupancy caused by it, or anyone employed by it (including without limitation,
Tenant's architect), the Anticipated Term Commencement Date will be adjusted
one day for each such day of delay.


             (e)        If Landlord shall be unable to give possession of the
Premises on the Anticipated Term Commencement Date because the Premises
(including both Landlord’s Building Construction Work and Landlord’s TI Work)
are not substantially completed (as provided in Section 3.3), Landlord shall
not be subject to any liability for failure to give possession on said date,
nor shall such failure affect the validity of this Lease.


             If the
Substantial Completion Date (as hereafter defined in Section 3.3(b) hereof) has
not occurred by the Anticipated Term Commencement Date (as it may be extended
pursuant to this Section 3), Tenant shall have the right to terminate this
Lease by giving notice to Landlord, not later than thirty (30) days after the
Anticipated Term Commencement Date (as so extended), of Tenant's desire so to
do; and this Lease shall cease and come to an end without further liability or
obligation on the part of either party one hundred twenty (120) days after the
giving of such notice, unless, within such 120-day period, Landlord
substantially completes Landlord's Work to the extent required by Section
3.3(B), which substantial completion shall void Tenant's election to terminate;
and such right of termination shall be Tenant's sole and exclusive remedy at
law or in equity for Landlord's failure so to complete Landlord's Work within
such time.





             (f)         All of the
Tenant's installation of furnishings and equipment shall be coordinated with any
work being performed by Landlord and in such manner as to maintain harmonious
labor relations and not damage the Building or Lot or the Leasehold Parking
Area or materially interfere with Landlord’s Building Construction Work or
Landlord’s TI Work.  Landlord agrees to
use good faith efforts to cooperate with Tenant to maintain harmonious labor
relations with workers performing work on behalf of Tenant to prepare the
Premises for occupancy by Tenant. 
Except for installation of furnishings and equipment, any construction
work to be performed in the Premises shall be performed by Landlord's general
contractor or subcontractors on the subcontractor Bid List or otherwise
approved by Landlord and Tenant.


             Section
3.3  Preparation of
Premises for Occupancy.


             (a)  Landlord agrees to use diligent efforts to
substantially complete construction of Landlord's Building Construction Work
and Landlord’s TI Work (collectively the “Landlord’s Work”) as provided in this
Section 3 on or before the Anticipated Term Commencement Date.  The Anticipated Term Commencement Date shall
also be extended by the duration of any delay referred to in Section 13.5.


             (b)  Landlord's Work shall be deemed
"substantially complete" on the date (the "Substantial
Completion Date") on which (i) construction of the same shall have been
substantially completed (with the exception of minor items which can be
completed without material interference to Tenant's moving into or use of the
Premises and landscaping and the final coat of paving for the parking areas,
driveways and walkways which, because of the season or weather, are not
practicable to do at the time), all as certified by Landlord's architect, and
(ii) a certificate of occupancy (permanent or, provided it does not materially
interfere with moving into or use of the Premises by Tenant, a temporary
certificate of occupancy) shall have been issued by the Town of Framingham and
(iii) Landlord has delivered Tenant a certificate from Landlord's architect
that the condition required in clause (i) of this Section 3.3(b) has been
satisfied.  It is agreed and understood
that the condition set forth in clause (ii) of this Section 3.3(b) shall be
deemed satisfied if Landlord's Work has been completed to the extent required
by clause (i) of this Section 3.3(b) and Landlord is unable to obtain a
Certificate of Occupancy due to work or improvements performed or not completed
by Tenant.


             (c)  If the Landlord is unable to give
possession of the Premises on the originally stated Anticipated Term
Commencement Date (namely December 1, 2000) because the Premises are not
substantially complete or ready for occupancy due to delays caused by, or
chargeable to, Tenant or Tenant's architect or anyone employed by Tenant (any
of such delays being a “Tenant’s Delay”), including without limitation, change
orders, lack of timely action with respect to plans or submission of
information which Tenant is required to provide, failure of Tenant to give
Landlord authorization to proceed with the Landlord’s TI Work on or before the Outside
Authorization to Proceed Date (as determined pursuant to Section 3.2(a)
hereof), errors, incompleteness or inaccuracy in Tenant's Plans or the failure
of the design or layout of the Landlord's TI Work to comply with all applicable
laws, ordinances, rules and regulations or any other actions or inactions by
Tenant or Tenant's architect or anyone employed by Tenant, which prevents or
delays Landlord in performing or completing any construction or work to be
performed by Landlord or its contractors, including without limitation
Landlord's Building Construction Work or Landlord's TI Work, Tenant shall pay
to Landlord for each day of such delay an amount equal to one day's Annual
Fixed Rent.  Any payments due Landlord
under this clause shall be paid within five (5) Business Days of the invoice
from Landlord stating the charge (but not sooner than the Term Commencement
Date) and, in all such cases, the Anticipated Term Commencement Date will be
adjusted one day for each day of such Tenant Delay. In addition, the Reduced
Rent Period shall be reduced one day for each such day of Tenant Delay.





             (d)  Landlord shall complete all incomplete items
with due diligence and will use good faith efforts to complete all such
incomplete items within thirty (30) days after the Term Commencement Date
except for items which, because of the season or weather, or the nature of the
item are not practical to complete within such thirty (30) day period (such as
landscaping and the final surface coat of paving) and Landlord will use due
diligence to complete such other items with due diligence when the season and
weather permit or when it becomes practical to complete the same.


             Section
3.4  General Provisions
Applicable to Construction.  All
construction work required or permitted by this Lease, whether by Landlord or
by Tenant, shall be done in a good and workmanlike manner and in compliance
with all applicable laws and all ordinances, regulations and orders of
governmental authority and insurers of the Building. Either party may inspect
the work of the other at reasonable times and shall give notice of observed
defects. All of Landlord's obligations under Section 3 shall be deemed to have
been performed when Premises are “substantially complete” within the meaning of
Section 3.3(b), except for items which are incomplete or do not conform with
the requirements of Section 3 and as to which Tenant shall in either case have
given notice to Landlord within 30 days after receipt of such certificate
(except for latent defects which cannot reasonably be discovered within such
thirty (30) days), and Landlord's obligations with respect to the items
included in such notice shall be deemed to have been performed five business
days after Landlord shall have notified Tenant in writing that the same have
been completed unless during such five day period Tenant shall give written
notice to Landlord to the contrary.


             In
addition to the foregoing, prior to Tenant's taking occupancy, the Architect
preparing Tenant’s Plans shall prepare a "punchlist" of items which
are incomplete with respect to Landlord's TI Work.


             Nothing in
this Section 3.4 shall limit Landlord's obligations under Section 3.6.


             Section
3.5  Construction
Representatives.  Each party
authorizes the other to rely in connection with plans and construction upon
approval and other actions on the party's behalf by any Construction
Representative of the party named in Section 1.1 or any person hereafter
designated in substitution or addition by notice to the party relying thereon.


             Section
3.6  Certain Landlord
Obligations.  Landlord shall, as
soon as practicable, remedy any defects in workmanship or materials performed
or supplied by Landlord or its agents, employees, contractors or subcontractors
at the Premises as to which Tenant shall give notice to Landlord within one (1)
year following the Term Commencement Date. Landlord will afford Tenant the
benefit of any warranties obtained by Landlord with respect to the Premises and
systems therein and will, if requested by Tenant, enforce such warranties on
Tenant’s behalf.  Nothing contain in
this Section 3.6 shall limit Landlord's obligations pursuant to Section 8.2.
The cost of enforcing warranties with respect to the Premises and systems
thereon shall insofar as it relates to warranty claims made by Tenant hereunder
to Landlord within one year of the Term Commencement Date, be borne by Landlord
but otherwise all costs and expenses of enforcement of such warranties shall be
paid by Tenant.


             Section
3.7  Tenant's Plans.  Landlord shall directly contract for the
architectural, space planning and engineering services related to the
Landlord’s TI Work (the “Tenant’s Space Planning Services”) which services
shall include space planning, space layout, reflected ceiling plan, fire
protection, Building Standard HVAC, mechanical, plumbing and electrical design
but exclusive of any such electrical, mechanical, plumbing and HVAC systems as
are included in the Landlord’s Building Construction Work.  Except as herein provided, the cost of
Tenant’s Space Planning Services shall be borne by Landlord and such amount
shall be in addition to and not paid out of the TI Allowance.  Tenant shall coordinate with the architect
in order to prepare and finalize Tenant's Plans.  Tenant shall be solely responsible for any errors,
incompleteness, defects and deficiencies in the Tenant's Plans and for any
failure of the Tenant's Plans or the work shown thereon to comply with all
applicable laws rules and regulations applicable thereto. Notwithstanding the
foregoing to the contrary, Landlord shall not be responsible for the cost of
any aspect of Tenant’s Space Planning Services relating to the design and
engineering for above Building Standard Work or Improvements (see Exhibit A-13)
including, without limitation, “specialty rooms” or “specialty needs” such as
computer rooms, specialty HVAC, supplemental HVAC, special millworking and the
like, which costs shall be borne solely by Tenant.





             Section
3.8  Controlling Provisions.  To the extent that there is any
inconsistency between the Exhibits to this Lease and the provisions of Section
3, the provisions of Section 3 shall govern any such inconsistency.


             Section
3.9  Changes In Building or
Lot. Landlord shall have the right, prior to or during construction of the
Building, to redesign the Building and/or floors within the Building to the
extent made necessary by field conditions, by requirement of any applicable
law, by-law, ordinance or municipal authority or otherwise.  In the event any such redesign shall be
implemented, Landlord shall keep Tenant fully advised as to the changes made to
Exhibits A-2, A-3, A-4 or A-6 and the parties shall enter promptly into an
amendment to this Lease reflecting any increase or decrease in the area of the
Premises Rentable Area or the Building Rentable Area, change in the Annual
Fixed Rent and the like resulting from any such redesign.  Notwithstanding the foregoing provisions of
this Section 3.9 to the contrary, in the event of any such redesign of the
Building which (i) directly affects a floor of the Building on which the
Premises is located and (ii) will materially and adversely affect Tenant's use
of the Premises and Tenant's ability to conduct its normal operations therein
then, Landlord shall not effect such redesign of the Building without the prior
written consent of Tenant, which consent shall not be unreasonably withheld,
delayed or conditioned.


             Landlord
also reserves the right to change its layout, design and plans for the Lot and
Leasehold Parking Area and for parking and roadways thereon at any time and to
add to or reduce the size of the Lot; provided that no reduction in the size of
the Lot may adversely affect the Building or the number of parking spaces made
available to Tenant under this Lease or access ways serving the Building.


            In the event that Landlord shall exercise its right to redesign
the Building and/or floors within the Building pursuant to the first
grammatical paragraph of this Section 3.9, upon completion of Landlord's Work, Landlord
shall have the Premises and Building measured using the Measurement Method and
upon the written request of Landlord, Landlord and Tenant shall enter into an
Amendment of this Lease reflecting any changes to terms defined in this Lease
based upon the number of rentable square feet in the Building Rentable Area and
the Premises Rentable Area.


             Section
3.10 Tenant's Early Access.  At such time and to the
extent that Landlord shall reasonably determine that Landlord's Work has
progressed to the point that entry by Tenant or Tenant's contractors will not
materially interfere with the performance and completion of Landlord's Work and
in no event later than thirty (30) days prior to the Anticipated Term
Commencement Date, Landlord shall permit Tenant, Tenant's employees and
Tenant's contractors and vendors to enter the Premises prior to the Term
Commencement Date ("Early Entry") in order to perform installations
of telecommunications, voice and data systems, furniture and other
equipment.  Such Early Entry shall be
upon and subject to all of the terms, covenants and provisions of this Lease
(except the obligation to pay Annual Fixed) notwithstanding that the
Commencement Date shall not then have occurred.  In connection with an Early Entry, Tenant and Tenant's
contractors and workmen shall (a) coordinate their work with the Landlord's
Work being performed by Landlord's general contractor and its workmen and
subcontractors (b) not interfere with the performance or completion of
Landlord's Work.





SECTION 4


Fixed Rent


             Section
4.1  Annual Fixed Rent.  Tenant shall pay rent to Landlord at the
Address of Landlord or at such other place or to such other person or entity as
Landlord may by notice to Tenant from time to time direct, at the Annual Fixed
Rental Rate set forth in Section 1, in equal installments equal to 1/12th of
the Annual Fixed Rental Rate in advance on the first day of each calendar month
included in the term, and for any portion of a calendar month at the beginning
or end of the term, at that rate payable in advance for such portion.  See Section 4.3 with respect to the Reduced
Rent Period.


             Section
4.2  Nonterminability By
Tenant.


             (a)         The Annual
Fixed Rent, the Additional Rent and all other sums payable hereunder to, by or
on behalf of Landlord shall be paid without notice or demand and without
setoff, abatement, suspension, deferment, reduction or deduction, except as
otherwise expressly provided herein.


             (b)        
This Lease
shall not terminate, nor shall Tenant have any right to terminate this Lease,
nor shall the obligations and liabilities of Tenant set forth herein be
otherwise affected, except as otherwise expressly provided herein or by
operation of law or by final decree or final judgment of any court having
jurisdiction.


             (c)         Tenant
waives all rights to (i) any abatement, suspension, deferment, reduction or
deduction of or from the Annual Fixed Rent and the Additional Rent or (ii)
quit, terminate or surrender this Lease or the Premises or any part thereof,
except as expressly provided herein.


             (d)        
It is the
intention of the parties hereto that the obligations of Tenant hereunder shall
be separate and independent covenants and agreements, that the Annual Fixed
Rent, the Additional Rent and all other sums payable by Tenant to or on behalf
of Landlord shall continue to be payable in all events and that the obligations
of Tenant hereunder shall continue unaffected, unless the requirement to pay or
perform the same shall have been terminated pursuant to an express provision of
this Lease.


             (e)         Tenant
covenants and agrees that it will remain obligated under this Lease in
accordance with all of its terms and provisions, and that it will not take any
action to terminate, rescind or avoid this Lease or any portion thereof,
notwithstanding the bankruptcy, insolvency, reorganization, composition, readjustment,
liquidation, dissolution, winding-up or other proceeding affecting Landlord or
any assignee of Landlord in any such proceeding.


             Section
4.3  Reduced Rent Period.  Provided that no Event of Default shall
exist and be continuing, the Annual Fixed Rent payable by Tenant during the 180
day period beginning on and immediately following the Term Commencement Date
(the “Reduced Rent Period”) shall be in the monthly amount of $52,971.88 per
month (the “Reduced Rent”), such Reduced Rent shall be due and payable as and
when Annual Fixed Rent is to be paid in accordance with the provisions of this
Lease.


             Notwithstanding
the foregoing, the Reduced Rent Period shall be reduced one day for each day
(or portion of a day) of delay in completing Landlord’s Work caused by or
resulting from a Tenant’s Delay.


SECTION 5


Operating Cost Escalation
Real Estate Tax Escalation





             Section
5.1 Operating Cost Escalation. Tenant shall pay to Landlord,
as Additional Rent, the Operating Cost Escalation (as defined below) on or before
the 10th day following receipt by Tenant of Landlord's Operating Cost Statement
(as defined below). After the end of each calendar year during the term and
after Lease termination, Landlord shall render a statement ("Landlord's
Operating Cost Statement") in reasonable detail, certified by Landlord,
and showing for the preceding calendar year or fraction thereof, as the case
may be, Landlord's Operating Costs (as defined below).  As used herein, the term "Landlord's
Operating Costs" or "Operating Costs" will include, without
limitation, premiums for insurance carried by Landlord with respect to the
Property; compensation and all fringe benefits, worker's compensation,
insurance premiums and payroll taxes paid by Landlord to, for or with respect
to all persons engaged in the managing, operating, maintaining or cleaning of
the Property (including the Premises); water and sewer use charges for the
Property; all utility charges relating to the Property not billed directly to
tenants by Landlord or the utility; payments to contractors and management
companies under service or management contracts (or other costs incurred
directly by Landlord or its agents) for operating, managing, cleaning,
maintaining, replacing and repairing the Property, including, without limitation,
management fees (provided such fees are consistent with those charged by
management firms in the Framingham area for similar services in similar
properties), Building cleaning, window cleaning, pest extermination, trash
removal, landscaping, snow removal and repair, replacement and maintenance to
elevators, the HVAC, electric and plumbing systems and the Leasehold Parking
Area (which payments may be to affiliates of Landlord), and all other
reasonable and necessary expenses paid in connection with the cleaning,
operating, managing, maintaining, replacing and repairing of the Property or
any component or aspect thereof; it being agreed that if Landlord shall install
a new or replacement capital item for the purpose of complying with applicable
laws or regulations or intended to reduce Landlord's Operating Costs, the
annual amortization (determined by the useful life of the item as determined by
Landlord's accountants utilizing generally accepted accounting principles) of
the cost thereof (without interest) shall be included in Landlord's Operating
Costs. Without limiting the generality of the foregoing, it is expressly
understood and agreed that the Lots Allocable Share of Park Common Expenses
shall be included as Operating Costs hereunder together with all costs, taxes,
assessments and expenses allocated to the Property under the Park Covenants, as
the same may be amended, restated, modified, changed, supplemented or
substituted from time to time; Operating Costs shall also include, without
limitation, all costs and expenses of operating, maintaining, lighting, plowing
and repairing parking areas, sidewalks, driveways and roads, the Leasehold
Parking Area and all costs and expenses allocated to the Property pursuant to
the Cross-Easement.  If, during the Term
of this Lease, Landlord shall incur capital expenses in connection with repairs
or replacement of capital items, there shall be also be included in Landlord’s
Operating Costs for that and each succeeding calendar year, the amount of the
annual amortization (determined by the useful life of the item as determined by
Landlord's accountants utilizing generally accepted accounting principles) of
the cost thereof without interest.


             Notwithstanding
the foregoing provisions of Section 5.1 to the contrary, Landlord's Operating
Costs shall not include:


             (a)         the cost
of the original construction of the Building or any additions or expansions to
the common areas of the Building;


             (b)        an
y
repairs or work performed to any portion of the Building intended to be occupied
by individual tenants and for the exclusive benefit of such tenant and the cost
of correcting any defects in the original construction of the Building;


             (c)         any
reserves for future expenditures not yet incurred;


             (d)        
fixed rent
under any ground lease;





             (e)         costs
incurred by Landlord for repair or restoration related to casualties or
condemnation to the extent that Landlord is reimbursed by insurance or
condemnation proceeds or that the same is covered by warranty, except that the
amount of any insurance deductible expended by Landlord in connection with
repair or restoration following casualty shall be includable as an Operating
Expense up to the Deductible Limit, as said term is hereinafter defined.  As used herein, the term “Deductible Limit”
shall mean $25,000.00 subject to increase each year during the Lease by five
(5%) percent;


             (f)         costs,
including permit, license and inspection costs incurred with respect to the
installation of improvements made for tenants or other occupants or incurred in
renovating or otherwise improving, decorating, painting or redecorating vacant
space for tenants or other occupants;


             (g)        
attorneys'
fees, leasing commissions and other costs and expenses incurred in connection
with negotiations or disputes with present or prospective tenants or other
occupants of, or persons, firms or entities with respect to, the Building;


             (h)        
expenses
in connection with services or benefits specially provided to other tenants or
occupants which are not offered to Tenant;


             (i)          costs
incurred by Landlord due to the negligence or misconduct of Landlord or its
agents, contractors, licensees and employees or the violation by Landlord or
any tenants or other occupants (other than the Tenant under this Lease) of the
terms and conditions of another lease of space or other agreements including
this Lease;


             (j)          overhead
and profit increment paid to Landlord or to subsidiaries or affiliates of
Landlord for the cost of services included in Operating Costs to the extent the
same is not comparable to the cost of such services rendered by other
first-class unaffiliated third parties on a competitive basis;


             (k)         interest,
principal, points and fees on debts or amortization on any mortgage or
mortgages or any other debt instrument encumbering all or any portion of the
Building or the real property upon which the Building is located;


             (l)          all items
and services for which Tenant or any other tenant separately reimburses
Landlord other than through its share of Landlord's Operating Costs or which
Landlord provides exclusively to one or more tenants (other than Tenant) but
not all tenants without reimbursement;


             (m)        
advertising
and promotional expenditures in connection with leasing the Building, and costs
of the installation of signs identifying the owner and/or manager of the
Building;


             (n)        
electric
power costs for which any tenant or occupant directly contracts with the local
public service company;


             (o)        
any costs
relating to hazardous materials, asbestos and the like not resulting from
actions of Tenant;


             (p)        
charitable
contributions;


             (q)        
off-site
traffic lights;


             (r)         any
charges for depreciation of the Building or equipment (except as expressly
permitted by this Lease in connection with amortization of capital costs for
repairs, replacements or new capital items);





             (s)         any charge
for Landlord's income taxes, excess profit taxes, or franchise taxes;


             (t)         there
shall be no duplication in charges to Tenant by reason of the provision in this
Lease setting forth Tenant's obligation to reimburse Landlord for common area
expenses and any other provision herein;


             (u)        an
y
compensation paid to clerks, attendants or other persons in commercial
concessions owned and operated by the Landlord;


             (v)        
the cost
of electrical current or other utility furnished to any leasable area of the
Building if similar service and utilities are not provided to the Premises;


             (w)        the annual amortization otherwise
includable in Landlord’s Operating Costs for (i) the addition of a new capital
improvement (except to the extent that such new capital improvement is made for
the purpose of complying with applicable laws or regulations, including,
without limitation, any laws and regulations relating to the so-called
Americans With Disabilities Act in which event such annual amortization shall
be included in Landlord’s Operating Costs) and (ii) the replacement of a
capital improvement item with a new capital improvement (except if such
replacement in fact reduces the Landlord’s Operating Costs which would have
been incurred absent such replacement in which event such annual amortization
shall be included in Landlord's Operating Costs to the extent of such savings);


             (x)         the
determination of whether a new or replacement improvement is or is not a
capital expenditure shall be made by Landlord’s accountants utilizing generally
accepted accounting principles.


             In
determining Landlord's Operating Costs, if less than 95% of the Building shall
have been occupied by tenants and fully used by them, at any time during the
year, Landlord's Operating Costs shall be extrapolated to an amount equal to
the like Operating Costs that would normally be expected to be incurred had
such occupancy been 95% and had such full utilization been made during the
entire period.


             "Operating
Cost Escalation" shall be equal to Tenant's Proportionate Share of the
excess, if any, of:


             (a)
Landlord's Operating Costs for each calendar year as indicated by Landlord's
Operating Cost Statement; over


             (b) The
Annual Base Operating Costs.


             Notwithstanding
the above calculation, in no event shall the Operating Cost Escalation be less
than zero.


             Tenant
acknowledges that Landlord's formula for sharing of Landlord’s Operating Costs
stated in this Lease is based on the assumption that Landlord will be providing
substantially similar services to all tenants in the Property from year to
year.  If this assumption is not, in
fact, correct, that is, if Landlord is not furnishing any particular work or
service (the cost of which, if performed by Landlord, would be included in
Landlord’s Operating Costs) to a tenant who has undertaken to perform such work
or service in lieu of the performance thereof by Landlord, Operating Costs
shall be deemed, for purposes of this paragraph, to be increased by an amount
equal to the additional Operating Costs which would reasonably have been
incurred during such period by Landlord if it had, at its own expense,
furnished such work or service to such tenant.





             Operating
Cost Escalations shall be apportioned for any calendar year in which the Term
of this Lease commences or ends. 
Notwithstanding any other provision of this Section 5.1, if the term
expires or is terminated as of a date other than the last day of a calendar
year, then for such fraction of a calendar year at the end of the term,
Tenant's last payment to Landlord under this Section 5.1 shall be made on the
basis of Landlord's best estimate of the items otherwise includable in
Landlord's Operating Cost Statement and shall be made on or before the later of
(a) 10 days after Landlord delivers such estimate to Tenant, or (b) the last
day of the Term of this Lease, with an appropriate payment or refund to be made
upon submission of Landlord's Operating Cost Statement.


             Section
5.2 Estimated Operating Cost Escalation Payments. If, with
respect to any calendar year or fraction thereof during the term, Landlord
reasonably estimates that Tenant shall be obligated to pay Operating Cost
Escalation, then Tenant shall pay, as Additional Rent, on the first day of each
month of such calendar year and each ensuing calendar year thereafter,
estimated monthly escalation payments equal to 1/12th of the estimated
Operating Cost Escalation for the respective calendar year, with an appropriate
additional payment or refund to be made within 30 days after Landlord's
Operating Cost Statement is delivered to Tenant. Landlord may adjust such
estimated monthly escalation payment from time to time and at any time during a
calendar year, and Tenant shall pay, as Additional Rent, on the first day of
each month following receipt of Landlord's notice thereof (which notice shall
be accompanied by appropriate documentation supporting such adjustment), the
adjusted estimated monthly escalation payment.


             Section
5.3 Real Estate Tax Escalation. Tenant shall pay to Landlord,
as Additional Rent, the Real Estate Tax Escalation (as defined below) on or
before the thirtieth (30th) day following billing therefor by Landlord.


             As used
herein, the term "Real Estate Taxes" shall mean all taxes,
assessments (special, betterment or otherwise), levies, fees, water and sewer
rents and charges, and all other government levies and charges, general and
special, ordinary and extraordinary, foreseen and unforeseen, which are
allocable to the Term of this Lease and imposed or levied upon or assessed
against the Property or any portion thereof or any rent or other sums payable
by any tenants or occupants thereof. Nothing herein shall, however, require
Tenant to pay any income taxes, excess profits taxes, excise taxes, franchise
taxes, estate, succession, inheritance or transfer taxes, provided, however,
that if at any time during the Term of this Lease the present system of ad
valorem taxation of real property shall be changed so that in lieu of the whole
or any part of the ad valorem tax on real property, or in lieu of increases therein,
there shall be assessed on Landlord a capital levy or other tax on the gross
rents received with respect to the Property or a federal, state, county,
municipal, or other local income, franchise, excise or similar tax, assessment,
levy or charge (distinct from any now in effect) measured by or based, in whole
or in part, upon gross rents, then any and all of such taxes, assessments,
levies or charges, to the extent so measured or based ("Substitute
Taxes"), shall be included as real estate taxes hereunder, provided,
however, that Substitute Taxes shall be limited to the amount thereof as
computed at the rates that would be payable if the Property were the only
property of Landlord.  The term “real
estate taxes” shall also mean all real estate taxes and assessments (or any
substitute therefor) which are allocated to the Property under the Park
Covenants.


             The term
“Real Estate Taxes” shall also include the “Lot’s Pro Rata Share” (as said term
is hereinafter defined) of all “Ground Lease Taxes” (as said term is
hereinafter defined) on the Entire Leasehold Lot.  As used herein, the term “Ground Lease Taxes” shall mean all
taxes, assessments (special, betterment or otherwise) levies, fees, water and
sewer rents and charges and all other governmental levies and charges, general
an special, ordinary and extraordinary, foreseen and unforeseen which are
imposed upon, levied upon or assessed against the Entire Leasehold Lot or any
payments made by the tenant under the Ground Lease in lieu thereof. If taxes
and assessments should ever be assessed against the Leasehold Lot and the
Leasehold Parking Area separate and apart from the Entire Leasehold Lot, then
the term “Real Estate Taxes” during such period shall include 100% of such
taxes and assessments or payments in lieu thereof allocable to the Leasehold
Lot and the Leasehold Parking Area.  As
used herein, the term “Lot’s Pro Rata Share” shall mean the quotient derived by
dividing the square footage of the Leasehold Lot by the square footage of the
Entire Leasehold Lot.





             "Real
Estate Tax Escalation" shall be equal to Tenant's Proportionate Share of
the excess, if any, of:


             (a) Real
Estate Taxes for the applicable tax fiscal year occurring during the Term of
this Lease; over


             (b) the
Annual Base Real Estate Taxes.


             Notwithstanding
the above calculation, in no event shall Real Estate Tax Escalation be less
than zero.


             Notwithstanding
any other provision of this Section 5.3, if the Term of this Lease expires or
is terminated as of a date other than the last date of a tax fiscal year, then
for such fraction of a tax fiscal year at the end of the Term of this Lease,
Tenant's last payment to Landlord under this Section 5.3 shall be made to
reflect that only a portion of such tax fiscal year falls within the Term of
this Lease and shall be made within 10 days after Landlord bills Tenant
therefor.


             Section
5.4 Estimated Real Estate Tax Escalation Payments. If, with
respect to any tax fiscal year or fraction thereof during the term, Landlord
reasonably estimates that Tenant shall be obligated to pay Real Estate Tax
Escalation, Tenant shall pay, as Additional Rent, on the first day of each
month of such tax fiscal year and each ensuing tax fiscal year thereafter,
estimated monthly escalation payments equal to 1/12th of the estimated Real
Estate Tax Escalation for the respective tax fiscal year, with an appropriate
additional payment or refund to be made within 30 days after Landlord's
delivery of the tax bills for such period to Tenant. Landlord may adjust such
estimated monthly escalation payment from time to time and at any time during a
tax fiscal year, and Tenant shall pay, as Additional Rent, on the first day of
each month following receipt of Landlord's notice thereof, the adjusted
estimated monthly escalation payment.


             Notwithstanding
anything to the contrary contained in this Lease, Landlord and Tenant hereby
agree as follows:


             (a)         provided
that Tenant shall have timely paid all amounts due and payable by Tenant under
this Article V, Tenant shall not be required to share in any penalties,
interest, late payments or the like resulting from Landlord's late payment of
taxes; (b) if Landlord shall obtain a refund or rebate of Real Estate Taxes for
any fiscal tax year, Landlord shall promptly pay to Tenant Tenant's Proportionate
Share of any Real Estate Tax Escalation paid by Tenant for such fiscal tax year
after deducting therefrom Tenant’s Proportionate Share of all costs and
expenses sustained or incurred by Landlord in connection with obtaining any
such rebate or refund; (c) in the event any special assessments are assessed
and payable in installments, for purposes of calculating the Real Estate Tax
Escalation payable by Tenant hereunder, such assessments shall be included in
Real Estate Taxes as if they were being paid by Landlord over the longest
period of time permitted by applicable law; and (d) in no event shall Tenant be
responsible to pay an inheritance, estate, succession, transfer, gross
receipts, profits, taxes, gift or other tax which is measured in any manner by
the income or profit of Landlord.


             Section
5.5  Right to Audit Records.  Tenant shall have the right, at Tenant's
sole cost and expense, to audit the applicable records of the Landlord to
confirm that the taxes and Landlord’s Operating Costs billed to the Tenant are
proper and conform to the provisions of this Section.  Such audit right shall be exercisable by Tenant within three (3)
years of Tenant's receipt of Landlord's annual statement of such charges
regarding Real Estate Taxes or Landlord’s Operating Costs, as the case may be.





SECTION 6


Insurance


             Section
6.1  Tenant's Insurance.  Tenant shall, as Additional Rent, maintain
throughout the Term the following insurance (except that so long as Tenant
maintains a net worth and liquidity of at least Ten Million ($10,000,000.00)
Dollars as determined in accordance with generally accepted accounting
principles consistently applied, Tenant shall not be required to carry the
insurance required under Sections 6.1(a) or (c) hereof):


             (a)         Comprehensive
general liability insurance for any injury to person or property occurring on
the Premises, naming as insureds Tenant, Landlord and Landlord's managing agent
and Landlord's mortgagee(s), in amounts which shall, at the beginning of the
term, be at least equal to the limits set forth in Section 1, and, from time to
time during the term, shall be for such higher limits as are reasonably
required by Landlord; and


             (b)        
Worker's
compensation insurance with statutory limits covering all of Tenant's employees
working at the Premises; and


             (c)         A policy
or policies of insurance covering Tenant's trade fixtures, equipment, signs,
merchandise, inventory, personal property and leasehold improvements installed
by Tenant, including, without limitation, floor covering and lighting equipment
against loss or damage by fire, casualty, lightning, vandalism, malicious
mischief, sprinkler leakage and the other risks from time to time included
under all risk insurance and casualty available in the State in which the
Premises are located, in amounts of the full replacement value of said items.


             (d)        
During any
period when Tenant elects to self insure rather than carry the insurance
required under clauses (a) and (c) hereof as permitted under this Section 6.1,
Tenant shall defend, indemnify, protect and hold Landlord (and Landlord's
managing agent) harmless from and against all claims, loss, costs, damages and
liabilities to the same extent as the insurance otherwise required under
clauses (a) and (c) would have protected or insured Landlord or its managing
agent against such matters.


             Section
6.2  Landlord's Insurance.  Landlord shall maintain throughout the Term:


             (a)         all risk
fire and casualty insurance on a full replacement value basis, exclusive of
footings and foundations, together with rental loss coverage and, if Landlord
so elects, flood coverage to the extent the same is available, insuring the
Building and with such deductibles, if any, as Landlord shall consider
reasonably appropriate; and


             (b)        
insurance
against loss or damage from sprinklers and from leakage or explosions or
cracking of boilers, pipes carrying steam or water, or both, pressure vessels
or similar apparatus, in the so-called "broad form", in such amounts
and with such deductibles as Landlord may consider reasonably appropriate, and
insurance against such other hazards and in such amounts as may from time to
time be required by any bank, insurance company or other lending institutions
holding a mortgage on the Building; and





             (c)         during the
period of construction of the Building, in lieu of the insurance required under
Sections 6.2(a) and (b) above, Landlord shall carry a so-called “builder’s
risk” policy on the Building in such amounts and with such coverages and
deductibles as the holder of the first mortgage on the Building and Lot may
require; and


             (d)        
Comprehensive
General Liability Insurance for injury to person or property of third person's
occurring on the Premises in such amounts as Landlord may reasonably determine
from time to time.


             Landlord
shall have no obligation to insure Tenant's personal property or chattels,
including, without limitation, Tenant's trade fixtures.


             Section
6.3  Tenant Reimbursement
of Insurance Taken Out by Landlord. Landlord's costs incurred in providing
the insurance provided pursuant to Section 6.2 and all other insurance which
Landlord shall maintain on or with respect to the Premises from time to time
(provided that any other insurance so carried by Landlord from time to time is
comparable to the types of insurance carried by institutional owners of first
class buildings in the so-called Boston-MetroWest area) but exclusive of the
so-called builder's risk insurance maintained by Landlord under Section 6.2(c)
shall be included in "Operating Costs" pursuant to Section 5 of this
Lease for all purposes therein. If any policy of insurance carried by Landlord
also covers properties in addition to the Property, then only the portion of
the premium which is allocated to the Property shall be chargeable to Tenant as
an Operating cost.


             Section
6.4  Requirements
Applicable to Insurance Policies. All policies for insurance required under
the provisions of Section 6.1 and 6.2 shall be obtained from responsible
companies qualified to do business in the Commonwealth of Massachusetts and in
good standing therein, which companies shall be subject to Landlord's approval.
Tenant agrees to furnish Landlord with insurance company certificates of all
such insurance and copies of the policies therefor prior to the beginning of
the Term of this Lease and of each renewal policy at least ten (10) days prior
to the expiration of the policy it renews. Each such policy shall be
noncancellable with respect to the interest of Landlord and such mortgagees
without at least ten (10) days' prior written notice thereto, except that the
ten (10) day periods referred to herein shall be thirty (30) days if any holder
of a mortgage on the Property so requires. 
Landlord may carry any such insurance in the form of umbrella insurance
and through so called "master" or "package" policies which
cover more than one location.


             Section
6.5  Waiver of Subrogation.
All insurance which is carried by either party with respect to the 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
effective without making it impossible to obtain insurance coverage from
responsible companies qualified to do business in the Commonwealth of Massachusetts
(even though extra premium may result therefrom) and without voiding the
insurance coverage in force between the insurer and the insured party. On
reasonable request, each party shall be entitled to have duplicates or
certificates of 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, reserving,
however, any rights with respect to any excess of loss or injury over the
amount recovered by such insurance.





SECTION 7


Utilities; Park Common
Expenses


 


             Section
7.1  Utilities. Tenant
shall pay directly to the proper authorities charged with the collection
thereof all charges for electricity, and (to the extent not otherwise included
in Operating Costs) other utilities used or consumed on the Premises by Tenant
or any party claiming by, through or under Tenant, whether called charge, tax,
assessment, fee or otherwise, all such charges to be paid as the same from time
to time become due. To the extent included in Landlord's Building Construction
Work and Landlord's TI Work, Landlord shall install or arrange for the
installation of utilities serving the Premises.  Tenant shall be responsible for all costs and expenses relating
to installation, operation and maintenance voice data and telecommunications
service to the Premises.  It is
understood and agreed that Tenant shall make its own arrangements for obtaining
service from such utilities and that Landlord shall not be liable for any
interruption or failure in the supply of any such utilities to the Premises. If
Tenant is not charged directly by the respective utility for any of such
utilities or services, Tenant shall from time to time, within ten (10) days of Landlord's
invoice therefor, pay to Landlord such charges and services from the utility
company.


             Section
7.2  Park Common Expenses.


             (a)  The "Lot's Allocable Share" (as
defined in Section 7.2(b))of the "Park Common Expenses" (as said term
is hereinafter defined) shall be included in Operating Costs pursuant to
Section 5 of this Lease.  As used
herein, the term "Park Common Expenses" shall mean "Common
Expenses" as said term is defined in the Park Covenants.  Landlord shall use diligent efforts to cause
the owner of the Park Common Property to maintain and repair the Park Common
Property insofar as it services the Property in good operating condition and
repair.  As used herein, the term “Park
Common Property” shall mean the "Infrastructure Easement Areas" and
the "Common Land", as such terms are defined in the Park Covenants.


             (b)        
As used in
this Lease (including, without limitation, Sections 7.2 and 7.3 hereof), the
term "Lot's Allocable Share" shall mean a percentage equal to that
percentage which is attributable to the Property under the Park Covenants in
determining the Property's share of Common Expenses under the Park Covenants.


 


SECTION 8


Landlord’s Covenants


 


             Section
8.1 Quiet Enjoyment. Tenant, on paying the rent and performing
its obligations hereunder, shall peacefully and quietly have, hold and enjoy
the Premises throughout the Term without any manner of hindrance or molestation
from Landlord or anyone claiming under Landlord, subject, however, to all the
terms and provisions hereof.


             Section
8.2 Maintenance and Repair. Subject to the provisions of
Section 10, Landlord shall (except as otherwise set forth in Article 9 of this
Lease) maintain the roof, structure, foundation and exterior of the Building
and all standard plumbing, electrical, mechanical, heating, ventilating and air
conditioning systems installed by Landlord (but excluding all special or
supplemental systems or equipment which is above Building Standard and
installed by or for or used exclusively by Tenant, all systems serving the Premises
exclusively and/or special systems installed by Tenant or by Landlord at
Tenant's request, such as special computer room HVAC systems and the like), all
insofar as they affect the Premises in good repair and tenantable condition and
shall maintain and clean the common areas of the Property.  All costs and expenses sustained or incurred
by Landlord in performing its obligations under this Section 8 shall be
included in Operating Costs pursuant to Section 5 of this Lease.





             In
addition, Landlord shall make all interior repairs made necessary as a result
of a structural fault or failure, or by Landlord's negligence, default or
failure to repair any exterior or structural defect, and such repairs shall not
be included in Operating Costs. 
Landlord shall maintain and keep in safe repair all sidewalks, driveways
and common service and parking areas in the Leasehold Lot, which obligation
shall include, without limitation, snowplowing, common and parking area
lighting, replacement of parking lot light bulbs or lamps, sanding and sand
removal, salting and salt removal, patching and resurfacing of paved areas,
repair and replacement of entrance and exit signs, restriping of parking areas
as needed and removal and disposal of trash and debris.  Landlord shall keep said outside areas
adequately lighted for one (1) hour after Business Hours.  Landlord shall maintain and keep in good
repair the sprinkler system located in the Building.


             Section
8.3 Electricity 
Electricity used or consumed in the Premises shall be separately metered
or check metered and all utility charges for lights and plugs serving the
Premises shall be billed directly to, and paid by, Tenant.  If in Landlord's reasonable judgment,
Tenant's use of electricity, water or sewer service in excess of normal office
usage shall result in an additional burden on the Building's utility systems or
additional cost on account thereof, as the case may be, Tenant shall upon
demand, as Additional Rent under this Lease, reimburse Landlord for all
additional costs related thereto. 
Landlord, at Tenant's expense, shall replace and install all ballasts,
lamps and bulbs (including, but not limited to, incandescent and fluorescent)
used in the Premises. All such replacements shall be of a type, color and size
as shall be designated by Landlord. 
Landlord shall not in any way be liable or responsible to Tenant for any
loss, damage or expense which Tenant may sustain or incur if the quantity,
character, or supply of electricity or other utility services are changed or
are no longer available or suitable for Tenant's requirements.


             Section
8.4 HVAC.  All utility charges for any supplemental air
conditioning, heating and ventilation systems servicing the Premises
exclusively shall be billed directly to, and paid by Tenant.  Tenant shall pay for any and all charges,
costs and expenses associated with the use, repair, maintenance and replacement
of any supplemental air conditioning, heating and ventilation system servicing
the Premises exclusively with the exception of Supplemental HVAC Service as set
forth above.  Landlord shall, on
Business Days and generally during Business Hours furnish heating and cooling
as normal seasonal changes may require to provide reasonably comfortable space
temperature and ventilation for common areas of the Building, and the costs and
expenses sustained or incurred by Landlord in providing such services shall be
included in Operating Costs.  If Tenant
shall require heating, ventilation or air conditioning service on other than
Business Days or during other than Business Hours, Tenant may request that
Landlord provide such service and Tenant shall reimburse Landlord for all
reasonable costs and expenses sustained or incurred by Landlord in connection
with providing such additional service as Additional Rent under this
Lease.  In the event Tenant introduces
into the Premises personnel or equipment which overloads the capacity of the
Building system or in any other way interferes with the system’s ability to
perform adequately its proper functions, or which affects the temperature
otherwise maintained by the air-conditioning system, supplementary systems may,
if and as needed, at Landlord’s option, be provided by Landlord, at Tenant’s
expense.


             Section
8.5 Cleaning.  With respect to the common areas of the
Building and the Premises, Landlord shall provide cleaning and janitorial
services as more particularly described in Exhibit A-7 attached hereto for said
portions of the Building (Monday through Friday on Business Days only)
commensurate with industry standards for office buildings comparable to the
Building located in Framingham, Massachusetts.





             Section
8.6 Interruptions.


             (a)         Landlord
shall not be liable to Tenant for any compensation or reduction of rent by
reason of inconvenience or annoyance or for loss of business arising from power
losses or shortages or from interruption, suspension or stoppage of any utility
(where necessary or deemed advisable by Landlord) or from the necessity of
Landlord's entering the Premises for any of the purposes authorized by this
Lease or for repairing the Premises or any portion of the Property (but in
making any such entry or repair, Landlord 
shall use good faith efforts to minimize interference with Tenant’s use
of the Premises).  In case Landlord is
prevented or delayed from making any repairs, alterations or improvements, or
furnishing any service or performing any other obligation to be performed on
Landlord's part, by reason of any cause, (i) Landlord shall not be liable to
Tenant therefor (except that this clause (i) shall not operate to limit
Landlord’s liability for such prevention or delay except where the cause
therefor was beyond the reasonable control of Landlord and resulted from a
default by Landlord under this Lease not cured within applicable notice and grace
periods), (ii) nor (except as otherwise provided in Section 11.8 hereof) shall
Tenant be entitled to any abatement or reduction of rent by reason thereof,
(iii) nor shall the same give rise to any claim by Tenant that such failure
constitutes actual or constructive, total or partial, eviction from the
Premises provided, however, that nothing in this sentence shall be deemed to
limit Tenant from making an independent claim against Landlord for damages on
account of any default by Landlord under this Lease.  Landlord reserves the right to stop any service or utility system
when necessary by reason of accident or emergency or until necessary repairs
have been completed. Except in case of emergency repairs, Landlord will give
Tenant reasonable advance notice of any contemplated stoppage and will use
reasonable efforts to avoid unreasonable inconvenience to Tenant by reason
thereof. Landlord also reserves the right to institute such policies, programs
and measures as may be reasonably necessary, required or expedient for the
conservation or preservation of energy or energy services or as may be
reasonably necessary or required to comply with applicable codes, rules,
regulations or standards. In so doing, Landlord shall make reasonable efforts
to avoid unreasonable inconvenience to Tenant by reason thereof.  To the extent within its reasonable control,
Landlord shall use good faith efforts to promptly restore any services or
utilities curtailed or suspended pursuant to this Section 8.6.


             Section
8.7 Landlord's Indemnity. Subject to the provisions of
Sections 6.5, 9.7 and 13.4 of this Lease, Landlord shall defend, with counsel
approved by Tenant, which approval will not be unreasonably withheld,
conditioned or delayed, all actions against Tenant or any stockholder, officer,
director or employee of Tenant ("Tenant's Indemnified Parties") with
respect to, and shall pay, protect, indemnify and save harmless, to the extent
permitted by Law, all of Tenant's Indemnified Parties from and against any and
all liabilities, losses, damages, costs, expenses (including reasonable
attorneys' fees and expenses), causes of action, suits, claims, demands or
judgments of any nature arising from injury to or death of any person, or
damage to or loss of any property of third persons caused by any misconduct or
negligent act, fault or omission of Landlord or its partners, trustees,
stockholders, officers, directors, members or beneficiaries or Landlord's
agents, employees, contractors or subcontractors, except to the extent caused
by the negligence, fault, acts or omissions of Tenant or the negligence, fault,
acts or omissions of Tenant's employees, agents, directors, contractors or
invitees.


             Section
8.8 Representations and Warranties.  The following representations and warranties are made for the
benefit of Tenant:


             (a)         If
Landlord is a corporation or limited liability company, Landlord represents and
warrants that Landlord is duly organized, validly existing, in good standing in
the Commonwealth of Massachusetts, and has all requisite power and authority to
own and lease property and conduct business in the Commonwealth of
Massachusetts where the Premises are located, and each individual executing
this Lease on behalf of Landlord represents and warrants that he or she is duly
authorized to execute and deliver this Lease on behalf of Landlord;







             (b)        
Landlord
represents and warrants that this Lease is binding on Landlord in accordance
with its terms;


             (c)         Landlord
represents and warrants that as of the date of execution and delivery of this
Lease by Landlord, Landlord is the owner and holder of the fee interest in the
Fee Lot and the Lessee's interest under the Ground Lease with respect to the
Leasehold Lot subject to the Title Exceptions.


SECTION 9


Tenant's Covenants; Law


             Section
9.1  Use. Tenant shall
use the Premises only for the Permitted Uses and shall from time to time
procure all licenses and permits necessary therefor at Tenant's sole expense
but nothing contained herein shall limit or impair Landlord's obligations under
Section 3.1 hereof.


             Section
9.2  Repair and Maintenance.
Except as otherwise provided in Sections 8 and 10, Tenant shall keep the
Premises, including all plumbing, electrical, heating, air conditioning and
other systems therein, in good order, condition and repair and in at least as
good order, condition and repair as they are in on the Term Commencement Date
or may be put in during the Term, reasonable use and wear and damage by fire or
other casualty only excepted. Tenant shall make all repairs and replacements
and do all other work necessary for the foregoing purposes whether the same may
be ordinary or extraordinary, foreseen or unforeseen. Tenant shall keep in a
safe, secure and sanitary condition all trash and rubbish temporarily stored at
the Premises.


             Tenant
shall also make all repairs (whether interior, exterior, structural,
non-structural, ordinary or extraordinary) to the Premises or any portion of
the Property or the fixtures therein or appurtenances thereto made necessary by
the negligence of Tenant or Tenant's agents, employees, customers or invitees,
damage by fire or other casualty only excepted.


             Section
9.3  Compliance with Law
and Insurance Requirements. Tenant shall be required to make all repairs,
alterations, additions or replacements to the Premises, whether structural or
non-structural, and shall keep the Premises equipped with all safety appliances
so required by any law, ordinance, order or regulation, whenever adopted, which
is required due to (a) failure of the design of work or improvements shown on
Tenant's Plans to comply with any such law, ordinance, order or regulation
(including, without limitation, errors, omissions and incompleteness in or of
Tenant's Plans or in the directions of Tenant's architect), (b) any particular
use or particular manner of use of the Premises by Tenant, (c) any alteration,
addition, repair or replacement made by Tenant or (d) the so-called Americans
With Disabilities Act (the "ADA"), except insofar as such ADA
noncompliance occurs due to a failure of Landlord's Building Construction Work
to comply under the ADA as in effect at the time Landlord shall obtain the
building permit applicable to Landlord’s Building Construction Work and except
further that if (i) such ADA noncompliance occurs due to modifications of the ADA
subsequent to the date of the building permit for Landlord's Building
Construction Work, (ii) such ADA modifications, as then applied to
circumstances in the Building, require that Landlord make such changes
uniformly and generally throughout the entire Building at such time (as opposed
to changes which, for example, might be required at a later date or changes
which are unique to Tenant or the Premises), (iii) the need for such changes
within the Premises is not otherwise triggered or caused by any matter
otherwise described in clauses (a), (b) or (c) hereinabove of this Section 9.3,
or due to the nature of Tenant’s business at the Premises and (iv) such ADA
noncompliance does not relate to or include any failure of Tenant’s Plans to
originally comply with the ADA, then Tenant shall not be responsible for such
ADA noncompliance but all of the Landlord’s costs to make modifications to the
Building or Property (including, without limitation, the Premises) as a result
of such ADA noncompliance shall be included in Landlord’s Operating Costs under
this Lease based on the annual amortization of such costs (determined by the
useful life of the modifications as reasonably determined by Landlord’s
accountants using generally accepted accounting principles).  In addition, to the extent that any law,
ordinance, rules or regulation adopted after the date of Landlord's building
permit for Landlord's TI Work, requires that any other repairs, alterations,
additions or replacements to the Premises, whether structural or non-structural,
be made, or that safety appliances be installed, in addition to those which,
under the preceding provisions of this Section 9.3, are the responsibility of
the Tenant (any such item being called a "Subsequent Law Related
Changes"), Landlord shall be responsible for completion of the same and
Tenant shall pay only a portion of the reasonable cost of making any such
Subsequent Law Related Change equal to a fraction, the numerator of which shall
be the number of years (including partial years) remaining in the term of this
Lease (including any extension options which are available to be exercised) and
the denominator of which is the useful life of the Subsequent Law Related
Change as determined by Landlord's accountants in accordance with generally
accepted accounting principles consistently applied.  Tenant shall not dump, flush, or in any way introduce any
hazardous substances or any other toxic substances into the septic, sewage or
other waste disposal system serving the Property, or generate or store (except
for use and storage of limited quantities of hazardous substances in connection
with the Permitted Uses but subject to and in compliance with applicable law)
or dispose of hazardous substances in, on or under the Property or dispose of
hazardous substances from the Property to any other location without the prior
written consent of Landlord and then only in compliance with the Resource
Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901 et seq.,
the Massachusetts Hazardous Waste Management Act, M.G.L.c.21C, as amended, the
Massachusetts Oil and Hazardous Material Release Prevention and Response Act,
M.G.L.c. 21E, as amended, and all other applicable codes, regulations,
ordinances and laws. Tenant shall notify Landlord of any incident of which it
has knowledge which would require the filing of a notice under Chapter 232 of
the Acts of 1982 and shall conduct its business and use the Premises and
Property so as 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. "Hazardous
Substances" as used in this Section shall mean "hazardous
substances" as defined in the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 and
regulations adopted pursuant to said Act. 
Landlord has disclosed to Tenant that the Leasehold Lot and also the
Entire Leasehold Lot as well as portions of the Park were a part of the former
Landfill of the Town of Framingham, Massachusetts (the "Town") and
that the Town has been ordered to effect a closure of such Landfill Areas by
the Executive Office of Environmental Affairs, Department of Environmental
Protection (the "DEP"). 
Tenant agrees that Landlord, or others, shall be permitted to perform
the work with respect to closure of the Landfill Areas on the Leasehold Lot and
the Entire Leasehold Lot and any other work related to the closure of the
Landfill Area as contemplated by the Agreement (the "Collateral
Agreement") dated August 15, 1980 between the Town and Bank of
Boston.  Landlord agrees to indemnify
and hold Tenant harmless from and against claims, loss, cost or liability
relating to the release, or threat of release, of Hazardous Substances located
on or under the Property exclusive of Hazardous Substances which are released,
or threatened to be released, upon the Property by Tenant or by any party
claiming by, through or under Tenant. 
As used herein, the term “Entire Leasehold Lot” shall mean the Land
described in the Ground Lease.





             Landlord
may, if it so elects (and if Tenant fails to do so within thirty (30) days
after notice thereof from Landlord), make any of the repairs, alterations,
additions or replacements required of Tenant in this Section 9 which affect the
Building structure or the Building systems, and as Additional Rent Tenant shall
reimburse Landlord for the reasonable cost thereof on demand.


             Tenant
will provide Landlord, from time to time upon Landlord's request, with all
records and information regarding any Hazardous Substance maintained on the
Premises by Tenant.


             Landlord
shall have the right at reasonable times and upon reasonable prior notice (one
(1) days notice being reasonable) to make such inspections as Landlord shall
reasonably elect from time to time to determine if Tenant is complying with
this Section.  The cost of such
inspections shall be borne by Landlord except in those cases in which an inspection
discloses a need to make any material repair, alteration, addition or
replacement for which Tenant (or those claiming by, through or under Tenant) is
responsible or discloses any material violation or threatened material
violation of this Lease by Tenant or those claiming by, through or under
Tenant.


             Tenant
shall comply promptly with the reasonable recommendations of any insurer,
foreseen or unforeseen, ordinary as well as extraordinary, which may be
applicable to the Premises, by reason of Tenant's use thereof. In no event
shall any activity be conducted by Tenant on the Premises which may give rise
to any cancellation of any insurance policy or make any insurance unobtainable.


             Section
9.4  Tenant's Work.
Tenant shall not make any structural, mechanical, electrical, plumbing, or HVAC
installations, alterations, additions or improvements in or to the Premises or
the Property, including, without limitation, any apertures in the walls,
partitions, ceilings or floors, without on each occasion obtaining the prior
written consent of Landlord, which consent will, not be unreasonably withheld
or delayed with respect to non-structural, non-mechanical and non-electrical
changes or alterations.  (Provided,
however, that Tenant may make non-structural alterations having an aggregate
cost of completion of less than $10,000.00 without first obtaining Landlord's
consent). Under no circumstance shall Tenant be permitted to make any
additions, improvements or installations on any portion of the Property (other
than the Premises in accordance with the Provisions hereof). Any such work so
approved by Landlord (and any other work performed by Tenant which does not
require approval) shall be performed only in accordance with plans and
specifications therefor approved by Landlord. Tenant shall procure at Tenant's sole
expense all necessary permits and licenses before undertaking any work on the
Premises and shall perform all such work 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 and with all applicable insurance requirements. Tenant shall keep the
Premises at all times free of liens for labor and materials and shall
immediately remove and discharge (by bonding or otherwise) any mechanic’s lien
or other lien filed against the Premises in any way related to any work by
Tenant or its agents, sublessees, licensees, contractors, subcontractors,
materialmen and the like. Tenant shall employ for such work only reputable,
qualified contractors and shall require all contractors employed by Tenant to
carry worker's compensation insurance in accordance with statutory requirements
and comprehensive public liability insurance covering such contractors on or
about the Premises in amounts that at least equal the limits set forth in
Section 1 and to submit certificates evidencing such coverage to Landlord prior
to the commencement of such work. 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 except if such injury, loss, claim or
damage arose due to the negligence of Landlord or its contractors, employees or
agents. Landlord may inspect the work of Tenant at reasonable times and give notice
of observed defects.  Tenant shall not
be required to, upon expiration or earlier termination of the Term of this
Lease, remove any alteration, addition or improvement in the Premises if, and
to the extent, that the original installation thereof did not require the
consent of Landlord under the provisions of this Section 9.4; provided,
however, that, in all events, Tenant shall remove all of its business equipment
and trade fixtures upon expiration or termination of this Lease.  Tenant shall not be required to remove any
alteration, addition or improvement which it makes in or to the Premises under
the provisions of Section 9.4 and which require the prior consent of the
Landlord unless at the time of such consent in writing Landlord also advises
Tenant in writing that Tenant shall be required to remove such alteration,
addition or improvement upon expiration or earlier termination of the Term.





             Section
9.5  Indemnity. Tenant
shall defend, with counsel approved by Landlord (which approval will not be unreasonably
withheld), all actions against Landlord, any partner, trustee, member,
stockholder, officer, director, employee or beneficiary of Landlord, holders of
mortgages secured by the Building and any other party having an interest in the
Property ("Landlord's Indemnified Parties") with respect to, and
shall pay, protect, indemnify, defend and save harmless, to the extent
permitted by law, all Landlord's Indemnified Parties from and against, any and
all liabilities, losses, damages, costs, expenses (including reasonable
attorneys' fees and expenses), causes of action, suits, claims, demands or
judgments of any nature arising from (a) injury to or death of any person, or
damage to or loss of property arising from the acts or omissions of Tenant or
Tenant's agents, servants, employees or contractors, occurring in or about the
Premises or the Property, or connected with the use, condition or occupancy of
any portion thereof unless caused by the negligence or willful misconduct of
Landlord's Indemnified Parties, or (b) any act, fault, omission, or other
misconduct of Tenant or its agents, contractors, licensees, sublessees or
invitees.  Landlord shall defend, with
counsel approved by Tenant, which approval will not be unreasonably withheld,
all actions against Tenant or any stockholder, officer, director or employee of
Tenant (“Tenant’s Indemnified Parties”) with respect to, and shall pay,
protect, indemnify and save harmless, to the extent permitted by Law, all of
Tenant’s Indemnified Parties from and against any and all liabilities, losses,
damages, costs, expenses (including reasonable attorneys’ fees and expenses),
causes of action, suits, claims, demands or judgments of any nature arising
from injury to or death of any person, or damage to or loss of any property of
third persons caused by any misconduct or negligent act, fault or omission of
Landlord or its partners, trustees, stockholders, officers, directors, members
or beneficiaries or Landlord's agents, employees, contractors or
subcontractors, except to the extent caused by the negligence of Tenant or
Tenant's agents, servants, employees or invitees.


             Section
9.6  Landlord's Right to
Enter. Tenant shall permit Landlord and its agents to enter into the
Premises at reasonable times and upon reasonable notice (one days notice being
deemed reasonable, except in the case of emergency where no advance notice
shall be necessary) to examine the Premises at reasonable intervals for
reasonable purposes, make such repairs and replacements and perform such
services as Landlord may be required to make under this Lease, without however,
any obligation to do so, and show the Premises to prospective purchasers and
lenders, and, during the last year of the term, to show the Premises to
prospective tenants and to keep affixed in suitable places notices of
availability of the Premises.


             Section
9.7  Personal Property at
Tenant's Risk. All furnishings, fixtures, equipment, effects and property
of every kind of Tenant and of all subtenants and occupants of the Premises on
the Property, shall be at the sole risk and hazard of Tenant and such subtenant
or occupant 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 shall be charged to or to be borne by Landlord. Tenant shall
insure Tenant's personal property.


             Section
9.8  Payment of Cost of
Enforcement. Tenant shall pay, on demand, Landlord's reasonable expenses,
including reasonable attorney's fees, incurred in enforcing any obligation of
Tenant under this Lease or in curing any default by Tenant under this Lease as
provided in Section 11.4.  Landlord
shall pay, on demand, Tenant's reasonable expenses, including reasonable
attorney's fees, incurred in enforcing any obligation of Landlord under this
Lease or in curing any default of Landlord in accordance with Section 11.8 of
this Lease.


             Section
9.9  Yield Up. At the
expiration of the term or earlier termination of this Lease, Tenant, any
Subtenant or licensee of Tenant, or any person or entity claiming by, through
or under Tenant shall surrender all keys to the Premises, remove all of its
trade fixtures and personal property in the Premises, remove (except as
otherwise provided in Section 9.4) such installations and improvements made by
Tenant as Landlord may request and all Tenant's signs wherever located, repair
all damage caused by such removal and yield up the Premises (including all
installations and improvements made by Tenant except for trade fixtures and
such installations or improvements made by Tenant as Landlord shall request
Tenant to remove, subject, however, to Section 9.4) broom-clean and in the same
good order and repair in which Tenant is obliged to keep and maintain the
Premises under this Lease, ordinary wear and tear, damage by fire and casualty
and damage caused by the negligent acts or omissions of Landlord, its agents,
employees, contractors and subcontractors excepted (but Tenant shall
nevertheless be required to make repairs and replacements and perform
maintenance even where the need therefor due to ordinary wear and tear). Any
property not so removed shall be deemed abandoned and may be removed and
disposed of by Landlord in such manner as Landlord shall determine and Tenant
shall pay Landlord the reasonable 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 Tenant's performance of its obligations
under this Section 9.9.





             Section
9.10  Estoppel Certificate.
Upon not less than five (5) Business Days' prior notice by Landlord, which
notice may be given from time to time, Tenant shall execute, acknowledge and
deliver to Landlord a statement in writing certifying whether this Lease is
unmodified and in full force and effect and whether, except as stated therein,
Tenant has no knowledge of any defenses, offsets or counterclaims against its
obligations to pay the Annual 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 same 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), the dates to which the
Annual Fixed Rent and Additional Rent and other charges have been paid and a
statement that Landlord is not in default hereunder (or if in default, the
nature of such default, in reasonable detail) and such other data and
information as may be required by Landlord or any proposed or existing
mortgagee or purchaser of the Property in their customary form. Without
limitation of the foregoing, Tenant shall, within five (5) Business Days after
the written request of Landlord, execute and deliver to Landlord (or any
purchaser or mortgagee) an Estoppel Certificate in the form of Exhibit A-11
(with all blanks completed as applicable). Any such statement delivered
pursuant to this Section 9.10 may be relied upon by any prospective purchaser
or any existing or future mortgagee of the Building.


             Section
9.11  Rules and Regulations.  Tenant shall comply with all Rules and
Regulations set forth in Exhibit A-10 and all amendments and modifications
thereto and all other rules and regulations from time to time promulgated by
Landlord with respect to the Property.


             Section
9.12  Park Covenants and
Restrictions.  Tenant shall comply
with the Park Covenants attached hereto as Exhibit A-14 the Cross-Easement and
any amendments to either of them.





             Section
9.13  Holding Over.
Tenant shall vacate the Premises immediately upon the expiration or sooner
termination of this Lease. If Tenant retains possession of the Premises or any
part thereof after the expiration or termination of the term without Landlord's
express consent, Tenant shall pay Landlord monthly rent at 150% of the Annual
Fixed Rent (which was in effect on the date of expiration or earlier
termination of the Term) specified in Section 1 and 150% of all Additional Rent
payable under this Lease in effect on the date of expiration or earlier
termination of this Lease for the time Tenant thus remains in possession and,
in addition thereto, Tenant shall, if Tenant holds over after the date of
expiration or earlier termination of the Term of the Lease, pay Landlord for
all damages, consequential as well as direct, sustained by reason of Tenant's
retention of possession. The provisions of this Section do not exclude
Landlord's rights of re-entry or any other right hereunder, including without
limitation, the right to refuse 150% of the monthly rent and instead to remove
Tenant through summary proceedings for holding over beyond the expiration of
the Term of this Lease.


             Section
9.14  Assignment and
Subletting. Tenant shall not, except as otherwise expressly permitted under
this Section 9.14) assign, transfer, mortgage or pledge this Lease or grant a
security interest in Tenant's rights hereunder or 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, provided, however, that Landlord will not unreasonably
withhold or delay its consent to any assignment of this Lease or any subletting
of all or any part of the Premises subject, however, to all of the terms and
conditions hereof and of the Lease. Any merger, consolidation or other similar
reorganization (collectively, a "Merger") involving Tenant shall be
deemed to be an assignment for purposes of this Section 9.14. Any attempted
assignment, transfer, mortgage, pledge, grant of security interest, sublease or
other encumbrance, except with prior written approval thereof from Landlord,
shall be void (except that an assignment by virtue of a Merger shall not be
void but shall, nevertheless, constitute a breach of this Section if Landlord
does not consent thereto). No assignment, transfer, mortgage, grant of security
interest, sublease or other encumbrance, whether or not approved, and no
indulgence granted by Landlord to any assignee or sublessee, shall in any way
impair the continuing primary liability (which after an assignment shall be
joint and several with the assignee) of Tenant hereunder, and no approval in a
particular instance shall be deemed to be a waiver of the obligation to obtain
Landlord's approval in any other case.





             If for any
assignment or sublease Tenant shall receive rent or other consideration, either
initially or over the term of the assignment or sublease, in excess of the
Annual Fixed Rent and Additional Rent on account of Real Estate Tax Escalations
and Operating Cost Escalations called for hereunder (or in the case of the sublease
of part, in excess of such Annual Fixed Rent and Additional Rent on account of
Real Estate Tax Escalations and Operating Cost Escalations allocable to the
part) Tenant shall pay to Landlord, as Additional Rent, Fifty (50%) Percent of
the Overages (as said term is hereinafter defined) received by Tenant, promptly
after its receipt.  As used herein, the
term “Overages” shall mean all amounts (“Gross Rents”) received by Tenant in
excess of (a) Annual Fixed Rent plus (b) Additional Rent on account of Real Estate
Tax Escalations and Operating Cost Escalations (and any other payments of
Additional Rent due from Tenant hereunder exclusive of sums due Landlord under
Sections 11.4, 11.7 and exclusive of all costs and expenses payable by Tenant
related to Landlord's exercise of any rights or remedies under this Lease,
including, without limitation, court costs and reasonable attorneys' fees) for
the same period attributable to the space sublet or assigned, after deducting
from such Gross Rents the following costs, amortized and spread over the
balance of the Term of this Lease, in the case of an assignment, and over the
term of the sublease, in the case of any sublease:  (i) the cost of any broker’s commission, advertising or marketing
expense paid by Tenant with respect to the subletting or assignment; (ii) the
cost of any improvements made to the subleased space by Tenant, at Tenant’s
expense as special tenant improvements for the sublessee pursuant to the terms
of such sublease; and (iii) Tenant’s reasonable legal fees incurred in
negotiating and preparing the sublease or assignment in question.  Termination of this Lease shall terminate
all right of Tenant to share in or receive any Overages and Landlord, alone,
shall be entitled to receive and retain One Hundred (100%) Percent of all such
Overages, sublease rents and other payments.


             Landlord
agrees that it will consent to an assignment of this Lease (i) by operation of
law as a result of the merger or consolidation of Tenant into an entity which,
after giving effect to such merger and consolidation, has a net worth and
financial condition at least equal to the net worth and financial condition of
Tenant immediately prior to such merger or consolidation and (ii) to any entity
which simultaneously therewith acquires all of the assets of Tenant for the
purpose of continuing Tenant’s business as a going concern engaged in the
business that is being conducted on the Premises by Tenant immediately prior to
such acquisition and which has a net worth and financial condition which, after
giving effect to such acquisition, is at least equal to the net worth and
financial condition of Tenant immediately prior to such acquisition, provided
that any such assignee (whether by merger, consolidation or assignment) first
assumes in full the obligations of Tenant under this Lease.


             Any
assignment or subletting, whether or not consented to by Landlord, shall only
be for the Permitted Uses.  In no event
shall any assignment be binding up Landlord unless Tenant shall deliver to
Landlord an instrument, in recordable form, which contains a covenant of
assumption by the assignee running to the Landlord and all persons claiming by
through or under the Landlord.  Neither
the approval of any such assignment or sublease nor the acceptance of any such
assignment or sublease shall, in any way, release or discharge Tenant from its
liability as Tenant hereunder notwithstanding such assignment or sublease.  Tenant shall promptly furnish to Landlord a
conformed copy of any sublease effected under the terms of this Section 9.14.
Tenant shall reimburse Landlord promptly on demand for all reasonable legal
expenses incurred by Landlord in connection with any request by Tenant for
approval of any assignment or sublease.





             Landlord
agrees to respond to any request by Tenant for approval of any assignment or
subletting within twenty one (21) days after Tenant has furnished to Landlord
in writing, (i) the name of the proposed assignee or subtenant, (ii) such
information as to its financial responsibility and standing as Landlord may
reasonably require and (iii) all terms and provisions relating to the Lease
upon which the proposed assignment or subletting is to be made.


             If
Landlord fails to respond to such request within such twenty one day (21)
period and such failure shall continue for more than five (5) business days
after Landlord actually receives notice thereof from Tenant, then Landlord
shall be deemed to have approved the sublease or assignment in question but, in
all cases, Tenant shall remain fully and primarily liable under the Lease.


             Any entity
which receives an assignment of the Tenant's interest under this Lease which is
either expressly permitted without Landlord's consent or to which Landlord, in
fact, consents, is hereinafter referred to as a "Permitted Assignee".


             Section
9.15  Overloading and
Nuisance. Tenant shall not injure, overload, deface or otherwise harm the
Premises, commit any nuisance, permit the emission of any objectionable noise,
vibration or odor, make, allow or suffer any waste or 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.


             Section
9.16  Prevailing
Party/Attorneys’ Fees.  In the event
of any litigation or arbitration between Landlord and Tenant, the prevailing
party shall be entitled to receive from the other, the amount of its reasonable
out-of-pocket legal fees and expenses incurred in connection therewith.


 


SECTION 10


Casualty or Taking


             Section 10.1  Abatement of Rent.  If the Premises
shall be damaged by fire or
casualty or by action of public or other authority in consequence thereof,
Annual Fixed Rent and Additional Rent payable by Tenant shall abate
proportionately for the period in which, by reason of such damage, there is
material interference with Tenant's use of the Premises, having regard to the
extent to which Tenant may be required to discontinue Tenant's use of all or a
portion of the Premises, but such abatement or reduction shall end if and when
Landlord shall have substantially restored the Premises to the condition in
which they were prior to such damage. 
If the Premises shall be affected by any exercise of the power of
eminent domain, Annual Fixed Rent and Additional Rent payable by Tenant shall
be justly and equitably abated and reduced according to the nature and extent
of the loss of use thereof suffered by Tenant.





             Section
10.2  Landlord's Right Of
Termination.  If the Premises or the
Building are damaged by fire or other casualty, Landlord shall cause an independent
contractor selected by it to make a written estimate (the "Estimate")
of the amount of time normally required in the ordinary course to perform and
substantially complete the restoration of the damage in question, and a copy of
the Estimate shall be furnished to both Landlord and Tenant within sixty (60)
days after the date of such casualty. 
If (a) the Premises or the Building are substantially damaged by fire or
other casualty or by action of public or other authority in consequence thereof
(the term "substantially damaged" meaning damage of such a character
that the same cannot, in ordinary course and as set forth in the Estimate,
reasonably be expected to be repaired within ninety (90) days from the time
that repair work would commence), or (b) any mortgagee then holding a mortgage
on the Property, or on any interest of Landlord therein, should require that
insurance proceeds payable as a result of a casualty be applied to the payment
of the mortgage debt or (c) a material uninsured fire or other casualty or loss
to the Building should occur or (d) if any material part of the Building is
taken by any exercise of the right of eminent domain or should be sold in lieu
thereof or Landlord receives compensable damage by reason of anything lawfully
done in pursuance of public or other authority, then Landlord shall have the
right to terminate this Lease (even if Landlord's entire interest in the
Premises may have been divested) by giving notice of Landlord's election so to
do within 90 days after the occurrence of such casualty or the effective date
of such taking, whereupon this Lease shall terminate 30 days after the date of
such notice with the same force and effect as if such date were the date
originally established as the expiration date hereof.


             Section
10.3  Restoration; Tenant's
Right of Termination.  (a) If the
amount of time normally required to perform and substantially complete such
restoration in the ordinary course as set forth in the Estimate exceeds 180
days from the time repair work would commence, then Tenant shall have the right
to terminate this Lease effective as of the date of Tenant's Termination
Notice, such right to be exercised, if at all, by written notice (a
"Tenant's Termination Notice") to Landlord within fifteen (15) days
after Tenant's receipt of the Estimate. 
Failure of Tenant to exercise such right of termination within the time
and manner herein provided shall constitute a waiver of such right by Tenant,
time being of the essence.  Any
termination of this Lease by Tenant pursuant to this Section 10.3(a) shall have
the same force and effect as if such date were the date originally established
as the date of expiration of the Lease.


             (b) If
this Lease shall not be terminated pursuant to Section 10.2 or 10.3(a),
Landlord shall thereafter use due diligence to restore the Premises to proper
condition for Tenant's use and occupation, provided that Landlord's obligation
shall be limited to the amount of insurance proceeds or condemnation awards
made available to Landlord therefor. 
If, for any reason, such restoration shall not be substantially
completed within six months after the expiration of the ninety (90) day period
referred to in Section 10.2, Tenant shall have the right to terminate this
Lease by giving notice to Landlord thereof within thirty (30) days after the
expiration of such period (as so extended). 
Upon the giving of such notice, this Lease shall cease and come to an
end without further liability or obligation on the part of either party unless,
within such thirty (30) day period, Landlord substantially completes such
restoration.  Such right of termination
shall be Tenant's sole and exclusive remedy at law or in equity for Landlord's
failure to complete such restoration.


             Landlord
shall not be liable for any inconvenience or annoyance to Tenant or injury to
the business of Tenant resulting in any way from damage from fire or other
casualty or the repair thereof.  Tenant
understands that Landlord will not carry insurance of any kind on Tenant's
improvements, alterations, furniture or furnishings or on any fixtures or
equipment removable by Tenant under the provisions of this Lease, and that
Landlord shall not be obligated to repair any damage thereto or replace the
same.  If Tenant desires any other or
additional repairs for restoration and if Landlord consents thereto, the same
shall be done at Tenant's expense. 
Tenant acknowledges that Landlord shall be entitled to the full proceeds
of any insurance coverage, whether carried by Landlord or Tenant, for damage to
alterations, additions, improvements or decorations provided by Landlord either
directly or through an allowance to Tenant.


             Section
10.4  Award.  Landlord shall have and hereby reserves and
excepts, and Tenant hereby grants and assigns to Landlord, all rights to
recover for damages to the Property and the leasehold interest hereby created,
and to compensation accrued or hereafter to accrue by reason of any taking by
exercise of the power of eminent domain or any sale in lieu thereof or by
reason of anything done in pursuance of public or other authority, and by way
of confirming the foregoing, Tenant hereby grants and assigns, and covenants
with Landlord to grant and assign to Landlord, all rights to such damages or
compensation. Nothing contained herein shall be construed to prevent Tenant
from prosecuting in any separate condemnation proceedings a claim for the value
of any of Tenant's Removable Property installed in the Premises by Tenant at
Tenant's expense and for relocation expenses; provided, that such action shall
not affect the amount of compensation otherwise recoverable by Landlord from
the taking authority and shall be prosecuted in a proceeding separate and apart
from Landlord.





             Section
10.5  Temporary Taking.  In the event of taking of the Premises or
Property or any part thereof for temporary use by the exercise of any
governmental power, (i) this Lease shall be and remain unaffected thereby and
rent shall not abate, and (ii) Tenant shall be entitled to receive for itself
such portion or portions of any award made for such use with respect to the
period of the taking which is within the Term, provided that if such taking
shall remain in force at the expiration or earlier termination of this Lease,
Tenant shall then pay to Landlord a sum equal to the reasonable cost of
performing Tenant's obligations under this Lease with respect to surrender of
the Premises and upon such payment shall be excused from such obligations.


             Section
10.6  No Liability On
Account Of Injury To Business, Etc. 
Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant or resulting in any way from damage
from fire or other casualty or the repair thereof and Tenant understands and
agrees that Landlord shall in no event be responsible for the repair or
replacement of any furniture or furnishings or any fixtures or equipment
removable by Tenant under the provisions of this Lease.  If Tenant desires any other or additional
repairs or restoration and if Landlord consents thereto, the same shall be done
at Tenant's expense.  Tenant
acknowledges that Landlord shall be entitled to the full proceeds of any
insurance coverage whether carried by Landlord or Tenant, for damage to the
Premises and any alterations or improvements thereto.  Upon any expiration or earlier termination of this Lease, any
insurance proceeds not theretofore applied to the cost of restoration shall be
paid to Landlord.  Tenant acknowledges
that the fire and extended coverage insurance carried by Landlord shall not extend
to Tenant's personal property, including inventory, trade fixtures, floor
coverings, furniture and other property removable by Tenant and that Tenant
shall be responsible for carrying all risk insurance on all such personal
property, trade fixtures, floor coverings, furniture and other property
removable by it.


 


SECTION 11


Default


             Section
11.1  Events of Default.
If any of the following events (“Event or Events of Default”):


             (a)         Tenant
shall default in the performance of any of its obligations to pay the Annual
Fixed Rent, Additional Rent or any other sum payable hereunder and if such
default shall continue for five (5) days after notice thereof;


             (b)        
Tenant
shall neglect or fail to perform or observe any other covenant herein contained
on Tenant's part to be performed or observed and Tenant shall fail to remedy
the same within thirty (30) days after notice to Tenant specifying such neglect
or failure, or if such failure is of such a nature that Tenant cannot
reasonably remedy the same within such thirty (30) day period, Tenant shall
fail to commence promptly to remedy the same and to prosecute such remedy to
completion with diligence and continuity;


             (c)         If any
assignment for the benefit of creditors shall be made by Tenant;





             (d)        If
Tenant's leasehold interest shall be taken on execution or other process of law
in any action against Tenant;


             (e)         If a lien
or other involuntary encumbrance is filed against Tenant's leasehold interest,
and is not discharged within thirty (30) days thereafter (or within such
shorter period within which the same must be discharged under the terms of any
first mortgage on the Premises);


             (f)         If a
petition is filed by Tenant for liquidation, or for reorganization or an
arrangement or any other relief under any provision of the Bankruptcy Code as
then in force and effect; or


             (g)        
If an
involuntary petition under any of the provisions of said Bankruptcy Code is
filed against Tenant and such involuntary petition is not dismissed within
sixty (60) 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 and 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 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
covenant, and upon such entry or mailing as aforesaid this Lease shall
terminate, Tenant hereby waiving all statutory rights (including, without
limitation, rights of redemption, if any) to the extent such rights may be
lawfully waived. 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.


             Section
11.2  Remedies.


             (a)         In the
event of any termination under any of the provisions in Section 11.1, as
additional and cumulative obligations after any such termination, Tenant shall
also pay punctually to Landlord as current charges all the sums and shall
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 reasonable expenses 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 hereof and may grant such concessions and
free rent as Landlord in its reasonable judgment considers advisable or
necessary to relet the same and (ii) make such alterations, repairs and
decorations in the Premises as Landlord in its reasonable 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.


             (b)        
At any
time after this Lease is terminated under any of the provisions contained in
this Section 11, whether or not Landlord shall have collected any current
damages under Section 11.2(a), as liquidated final damages and in lieu of all
such current damages under Section 11.2(a) beyond the date of any demand under
this Section 11.2(b) by Landlord, Tenant shall pay to Landlord, upon demand, an
amount equal to the present value (using a discount rate of 11%) of the excess,
if any, of the total Annual Fixed Rent, Additional Rent and other sums which
would be payable under this Lease from the date of such demand (assuming that,
for purposes of this paragraph, annual payments by Tenant on account of taxes,
insurance premiums, Park Common Expenses and expenses under Section 8.2 would
be the same as the payments required in the immediately preceding twelve (12)
month period) for what would be the then unexpired term of the Lease if the
same had remained in effect, over the fair market rental value of the Premises
for the same period. In calculating the amount to be paid by Tenant pursuant to
this Section 11.2(b), Tenant shall be credited with any rental payments made by
Tenant allocable to the period after the date of demand made by Landlord under
this Section 11.2(b) but such credit shall be allowed only after all sums due
under this Lease for the period prior to such demand have been paid in full.





                           Landlord
agrees that following any termination of this Lease under this Section 11, it
will use good faith efforts to re-let the Premises.


             Section
11.3  Remedies Cumulative.
Except as otherwise expressly provided herein, 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 to the
greatest extent permitted by law.


             Section
11.4  Landlord's Right to
Cure Defaults. At any time following thirty (30) days' prior notice to
Tenant (except in cases of emergency when no notice shall be required),
Landlord may (but shall not be obligated to) cure any default by Tenant under
this Lease, and whenever Landlord so elects, all reasonable costs and expenses
incurred by Landlord, including reasonable attorneys' fees, in curing a default
shall be paid by Tenant to Landlord as additional rent on demand, together with
interest thereon at the rate provided in Section 11.7 from the date of payment
by Landlord to the date of payment by Tenant.


             Section
11.5  Effect of Waivers of
Default. Any consent or permission by Landlord to any act or omission which
otherwise would be a breach of any covenant or condition herein, or any waiver
by Landlord of the 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 operate to permit the same or similar acts or omissions except as to
the specific instance. The failure of Landlord 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 or of any of Landlord's remedies
on account thereof, including its right of termination for such default.


             Section
11.6  No Accord and
Satisfaction. No acceptance by Landlord of a lesser sum than the Annual
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,
unless Landlord elects by notice to Tenant to credit such sum against the most
recent installment due. Any endorsement or statement on any check or any letter
accompanying any check or payment as rent or other charge shall not 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 under this Lease or otherwise.


             Section
11.7  Interest on Overdue
Sums. If Tenant fails to pay Annual Fixed Rent, Additional Rent or any
other sum payable by Tenant to Landlord by the due date thereof (i.e., the due
date disregarding any requirement of notice from Landlord or an period of grace
allowed to Tenant), the amount so unpaid shall bear interest at a variable rate
(the "Delinquency Rate") equal to five percent (5%) in excess of the
base rate (prime rate) of Fleet Bank (or any other commercial banking
institution in Boston, Massachusetts designated by Landlord if Fleet Bank shall
cease to exist or publish a prime rate) from time to time in effect commencing
with the due date and continuing through the day on which payment of such
delinquent payment with interest thereon is paid. If such rate is in excess of any
maximum interest rate permissible under applicable law, the Delinquency Rate
shall be the maximum interest rate permissible under applicable law.





             Section
11.8  Tenant’s Right to Cure
Defaults.  If (a) Landlord should
default in performing or complying with any of its obligations under Section 8
of this Lease entitled “Landlord Covenants” or Sections 6.2(a) or (b), (b) as a
result thereof, Tenant’s use and enjoyment of the Premises is materially
adversely affected thereby and (c) within thirty (30) days after receipt of
notice of such default, Landlord fails to remedy such default or if such
default reasonably requires more than 30 days to cure, Landlord fails to
promptly commence such cure and thereafter, fails to diligently pursue the
curing of such default to completion, Tenant shall, during and so long as
Landlord’s failure to commence or continue to cure such default is continuing,
have the right to perform such work as is reasonably necessary to cure such
default on Landlord’s behalf and Landlord shall, within ten (10) days after
demand, reimburse Tenant for the cost of performing such work together with
interest thereon at the rate provided in Section 11.7.  If Landlord should fail to reimburse Tenant
for the cost referred to herein within ten (10) days after written demand
therefor and such failure continues for more than ten (10) days after receipt
of notice thereof, Tenant shall have the further right to offset and deduct any
such costs and interest against annual fixed rent and other charges payable by
Tenant under this Lease provided, further, however, that if Landlord has
disputed the existence of any such default or the need for any such action on
the part of Tenant hereunder or the amount claimed due by Tenant hereunder
(collectively "Section 11.8 Disputes"), then, and in any such event,
Tenant may only offset and deduct the amounts not in dispute.  Either Landlord or Tenant shall have the
right to refer Section 11.8 Disputes to arbitration in accordance herewith;
provided, however, that the party so desiring arbitration gives written notice
thereof to the other party within five (5) days after knowledge of the dispute
and proceeds to file an arbitration proceeding within fifteen (15) days after
the giving of such notice.  Any such
arbitration shall be conducted by the American Arbitration Association sitting
in Boston, Massachusetts and shall be conducted in accordance with the rules in
obtaining of the American Arbitration Association.  The judgment upon any arbitration decision rendered hereunder may
be entered by any court having jurisdiction thereof and shall be binding and
conclusive upon the parties.  Upon
receipt of a final non-appealable judgment (or decision in arbitration) in
favor of Tenant with respect to any disputed amounts, Tenant may then also
offset and deduct the amount set forth in such final non-appealable judgment
which is awarded to Tenant if, within ten (10) days after written notice
thereof, Landlord fails to make payment thereof.  Notwithstanding the foregoing to the contrary, (i) in no event
may Tenant offset or deduct an amount in excess of $50,000.00 during any
consecutive twelve (12) month period, (b) no offset or deduction right afforded
Tenant hereunder shall be effective as against the holder of any first mortgage
from time to time on the Property and (c) the holder of any first mortgage
which acquires directly (or through an affiliated entity) the Property as a
result of foreclosure of its mortgage (including foreclosure by power of sale)
or by deed in lieu of foreclosure, shall not have any obligation to Tenant for
any unpaid sums under this Section 11.8.


 


SECTION 12


Mortgages


             Section
12.1  Rights of Mortgage
Holders. No Annual Fixed Rent, Additional Rent or any other charge shall be
paid more than ten (10) days prior to the due date thereof and payments made in
violation of this provision shall (except to the extent that such payments are
actually received by a mortgagee in possession or in the process of foreclosing
its mortgage) be a nullity as against such mortgagee and Tenant shall be liable
for the amount of such payments to such mortgagee.





             In the
event of any act or omission by Landlord which would give Tenant the right to
terminate this Lease or to claim a partial or total eviction, Tenant shall not
exercise any such right (a) until it shall have given notice, in the manner
provided in Section 13.1, of such act or omission to the holder of any mortgage
encumbering the Property whose name and address shall have been furnished to
Tenant in writing, at the last address so furnished, and (b) until a reasonable
period of time for remedying such act or omission shall have elapsed following
the giving of such notice, provided that following the giving of such notice,
Landlord or such holder shall, with reasonable diligence, have commenced and
continued to remedy such act or omission or to cause the same to be rendered.


             In the
event any proceedings are brought for the foreclosure of, or in the event of
exercise of the power of sale under, any mortgage now or hereafter encumbering
the Property, Tenant shall attorn to the purchaser upon such foreclosure or
sale or upon any grant of a deed in lieu of foreclosure and recognize such
purchaser as Landlord under this Lease.


             Section
12.2  Superiority of Lease:
Option to Subordinate. Unless Landlord exercises the option set forth below
in this Section 12.2, this Lease shall be superior to and shall not be
subordinate to any mortgage on the Property. Landlord shall have the option to
subordinate this Lease to any mortgage of the Property provided that the holder
of record thereof enters into an agreement with Tenant, in such holder's
customary form, by the terms of which such holder will agree to (a) recognize
the rights of Tenant under this Lease, 
(b) perform Landlord's obligations hereunder arising after the date of
such holder's acquisition of title and (c) accept Tenant as tenant of the
Premises under the terms and conditions of this Lease in the event of
acquisition of title by such holder through foreclosure proceedings or
otherwise and Tenant will agree to recognize the holder of such mortgage as
Landlord in such event, which agreement shall be made expressly to bind and
inure to the benefit of the successors and assigns of Tenant and of the holder
and upon anyone purchasing the Property at any foreclosure sale. Tenant agrees
to execute and deliver any such customary form of agreement required by the
holder or proposed holder of any mortgage on the Property and any other
reasonable instruments necessary to carry out the agreements contained in this
Section 12.2.


 


SECTION 13


Miscellaneous Provisions


             Section
13.1  Notices from One Party
to the Other. All notices required or permitted hereunder shall be in
writing and addressed, if to Tenant, at the 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 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 delivered or tendered for delivery at such
address.


             Section
13.2  Quiet Enjoyment.
See Section 8.1.


             Section
13.3  Lease Not to be
Recorded; Notice of Lease. Tenant agrees that it will not record this
Lease. If the term of this Lease, including options, exceeds seven years,
Landlord and Tenant agree that, on the request of either, they will enter and
record a notice of lease in form reasonably acceptable to Landlord.


             Section
13.4  Bind and Inure;
Limitation of Landlord's Liability. The obligations of this Lease shall run
with the land, and this Lease shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. No owner of the
Property shall be liable under this Lease except for breaches of Landlord's
obligations occurring while owner of the Premises. The obligations of Landlord
shall be binding upon the assets of Landlord which comprise the Property but
not upon other assets of Landlord. No individual partner, trustee, stockholder,
officer, director, employee or beneficiary of Landlord shall be personally
liable under this Lease and Tenant shall look solely to Landlord's interest in
the Property in pursuit of its remedies upon an event of default hereunder, and
the general assets of Landlord and its partners, trustees, stockholders,
officers, employees or beneficiaries of Landlord shall not be subject to levy,
execution or other enforcement procedure for the satisfaction of the remedies
of Tenant.





             Section
13.5  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, strikes, work stoppages, 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 provisions of this Section 13.5 shall not apply to payment of Annual
Fixed Rent, Additional Rent or other sums and charges payable by Tenant or
Landlord under this Lease.


             Section
13.6  Landlord's Default.
Landlord shall not be deemed to be in default in the performance of any of its
obligations hereunder unless (a) in the case of a failure by Landlord to pay
Tenant any sum due Tenant under this Lease, such failure shall continue for
more than five (5) days after written notice from Tenant to Landlord specifying
such default and (b) in the case of any other failure to perform obligations of
Landlord under this Lease, it shall fail to perform such other obligations,
such failure has not been remedied within thirty (30) days after notice from
Tenant to Landlord specifying such default or if such default reasonably
requires more than 30 days to cure, Landlord fails to promptly commence such
cure and thereafter fails to diligently pursue such cure to completion. Tenant
shall have no right, for any default by Landlord, to offset or counterclaim
against any rent due hereunder, except as otherwise expressly provided in
Section 11.8 hereof.


             Section
13.7  Brokerage. Tenant
warrant and represent to Landlord that it has had no dealings with any broker
or agent in connection with this Lease except Trammell Crow Company (the
“Broker”) and covenants to defend with counsel approved by Landlord, hold
harmless and indemnify Landlord from and against any and all cost, expense or
liability for any compensation, commissions and charges claimed by any broker
or agent with whom Tenant has had dealings with, except for the Broker.  Landlord warrants and represents to Tenant
that it has had no dealings with any broker or agent in connection with this
Lease except for the Broker and covenants to defend with counsel approved by
Tenant, hold harmless and indemnify Tenant from and against any and all cost,
expense or liability for any compensation, commissions and charges claimed by any
broker or agent with whom Landlord has had dealings with.  Landlord shall be solely responsible for
payment of any leasing commission due Broker for the leasing of the Premises.


             Section
13.8  Miscellaneous.
This Lease shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts. There are no prior oral or written
agreements between Landlord and Tenant affecting this Lease.


             Section
13.9  Financial Statements.
Throughout the term of this Lease, Tenant shall deliver to Landlord audited
current financial statements of Tenant within ninety (90) days of the close of
each fiscal year of Tenant and also within forty five (45) days of the close of
each quarterly fiscal period, with current unaudited financial statements, including,
in each case, a balance sheet and profit and loss statement for the most recent
prior year, all prepared in accordance with generally accepted accounting
principles consistently applied.





             Section
13.10  Easements, Changes to
Lot Lines; Reciprocal Easement. Landlord reserves the right, from time to
time, to (i) grant or relocate easements affecting the Property or Premises and
to change or alter existing boundaries of the Lot for purposes of developing
and using other properties owned by Landlord or affiliates thereof, so long as
such easements or such changes or alterations to existing boundaries of the Lot
do not unreasonably interfere with or unreasonably affect Tenant's use of the
Premises, and (ii) to enter upon the Property and Premises at reasonable times
for purposes of performing its obligations under this Lease and for
constructing and maintaining any signs, sprinkler lines, pipes, wires and other
facilities serving the Premises, the other portions of the Building or any such
other property.  Landlord agrees to use
good faith efforts to minimize interference with Tenant’s use of the Premises
in connection with the exercise of rights under Section 13.10(ii). If Landlord
grants any easement in, upon, over or under the Property after the date of this
Lease (exclusive of the Park Covenants and the Cross Easement), then Tenant
shall not be responsible for any taxes and assessments which are separately
assessed for the easement areas or related improvements thereunder except to
the extent that such future easement is for the benefit of the Property.  This Lease shall be subject and subordinate
to the Park Covenants whenever the same are granted and recorded and as the
same shall be amended from time to time.


             Section
13.11  Security Deposit.
(a)  Concurrently with execution of this
Lease, Tenant shall deposit the Security Deposit in the amount specified in
Section 1.1 of this Lease with the Escrow Agent (as hereafter defined)
hereinafter specified as security for the faithful performance and observance
by Tenant of the terms, provisions and conditions of this Lease.  It is agreed that in the event Tenant
defaults in respect of any of the terms, provisions and conditions of this
Lease, including, but not limited to, the payment of Annual Fixed Rent, Additional
Rent or any sums payable by Tenant under Section 3 or any payments or
obligations of the Tenant pursuant to Section 11.2 of this Lease, Landlord may,
subject to Section 13.11(c) hereof (but only to the extent Section 13.11(c) is
applicable), use, apply or retain the whole or any part of the Security Deposit
to the extent required for the payment of any Annual Fixed Rent and Additional
Rent, any sums payable by Tenant under Section 3 of the Lease or any other sum
or charge due from Tenant under this Lease including, without limitation,
amounts payable by Tenant pursuant to Section 11.2 of this Lease.  If Landlord applies any part of said
Security Deposit to cure any default of Tenant, Tenant shall upon demand deposit
with Landlord the amount so applied so that Landlord shall have the full
Required Amount of the Security Deposit from time to time required to be
available to Landlord at all times during the Term of this Lease.  The Security Deposit will, if such holder is
willing to act as Escrow Agent hereunder, be deposited with any holder of a
first mortgage on the Property and may be pledged to such first mortgagee by
Landlord in connection with such first mortgage, and such first mortgagee shall
have the right to draw upon the Security Deposit in accordance with the
provisions of this Section 13.11.  If
the first mortgage holder is not a bank or trust company, a savings bank, a
savings and loan association, an insurance company, a college or university, a
pension or retirement fund, a credit company, a real estate investment trust or
company, a so-called securitization lender or other institutional lender
(collectively an "Institutional Lender") or if the first mortgage
holder is an Institutional Lender but does not agree to hold the Security
Deposit, the Security Deposit will be deposited in an interest-bearing account
with another Institutional Lender selected by Landlord or another Escrow Agent
mutually approved by Landlord and Tenant. If Tenant so requests and the holder
of the first mortgage on the Premises (or the other Escrow Agent which holds
the Security Deposit) so agrees, the Security Deposit will be invested in
so-called certificates of deposit having such maturity dates as Landlord,
Tenant, the holder of such first mortgage or other Escrow Agent may approve,
but until such approval is obtained, the Security Deposit shall be placed in an
interest bearing account. So long as no Event of Default for non-payment of
Annual Fixed Rent, Additional Rent or other sums or charges due from Tenant under
this Lease has occurred under this Lease and is continuing, interest (and other
earnings, if any) earned on the Security Deposit will be disbursed to Tenant
annually in arrears but, upon the curing of any such Event of Default and
provided the Lease has not been terminated and any sum drawn against the
Security Deposit has been restored, then payments of interest or other earnings
on such Security Deposit shall be resumed subject to all other provisions of
this Section 13.11(a).  Landlord shall
have no risk liability or responsibility with respect to the adequacy or safety
of any investment of the Security Deposit nor the investment results with
respect thereto nor for the acts, omissions, insolvency or failure of any
Escrow Agent or first mortgagee which holds or invests such Security
Deposit.  In no event shall Tenant ever
be entitled to
interest or other earnings on any portion of the Security Deposit which
Landlord has drawn down or as to which Landlord has given notice to the Escrow
Agent to pay Landlord (provided, in this latter case, such payment is
ultimately made).  The Institutional
Lender or other Escrow Agent which holds the Security Deposit pursuant hereto
is herein called the "Escrow Agent".





             (b)        At all times during the
Term of this Lease, the "Required Amount" of the Security Deposit
shall be $500,000.00.


             (c)         Prior to using or applying the Security
Deposit on account of an Event of Default under this Section 13.11 other than
an Event of Default arising out of Tenant's failure to pay Annual Fixed Rent,
Additional Rent or any sums due and owing pursuant to Section 11.2 of this
Lease (in which cases, the provisions of this Section 13.11(c) shall not apply)
Landlord shall give Tenant written notice (the "Draw Notice") of its
intention to draw upon the Security Deposit in connection with such Event of
Default.  It is agreed and understood
that the provisions of this Section 13.11(c) shall not apply to and Landlord
shall not be required to provide Tenant with a Draw Notice in connection with
Events of Default arising out of Tenant's failure to pay Annual Fixed Rent,
Additional Rent or any sums due and owing pursuant to Section 11.2 of this
Lease.  Tenant shall have ten (10) days
after the giving of such Draw Notice within which to notify Landlord and Escrow
Agent in writing that it disputes Landlord's right to draw upon the Security
Deposit as set forth in Landlord's notice and setting forth the basis for such
dispute (the "Security Deposit Dispute Notice").  If the Security Deposit Dispute Notice is received
by Landlord and Escrow Agent within such ten (10) day period, then Landlord
shall not have the right to draw upon the Security Deposit for the purposes set
forth in the Draw Notice until the first to occur of the date (a) Landlord and
Tenant have mutually approved such draw in writing, or (b) Landlord shall have
received either a final non-appealable judgment or final arbitration decision
which either authorizes Landlord to make a draw upon the Security Deposit (in
which case the draw may be for the amount so authorized) or awards Landlord a
money judgment or money decision (in which case Landlord shall have the right
to draw the amount of such money judgment or money decision or Landlord is
otherwise authorized to proceed against the Security Deposit in which event
Landlord shall have the right to proceed against the Security Deposit as so
authorized).  Landlord shall have the
right to, at any time, submit any dispute or claims relating to the Security
Deposit pursuant to this Section 13.11(c) to arbitration by written notice to
Tenant or commence an action in any court of competent jurisdiction in order to
collect amounts from said Security Deposit. 
Any arbitration under this Section 13.11(c) shall be conducted by the
American Arbitration Association sitting in Boston, Massachusetts and shall be
conducted in accordance with the rules then obtaining of the American
Arbitration Association judgment upon any arbitration decision rendered may be
entered by any court having jurisdiction thereof and shall be binding and
conclusive upon the parties.


             (d)        In
the event of a sale or lease of the Property, Landlord shall have the right to
transfer its rights in the Security Deposit to the vendee or lessee and
Landlord shall thereupon be released by Tenant from all liability for the
return of such Security Deposit thereafter arising, and Tenant agrees to look
solely to the new landlord for the return of said Security Deposit to the
extent so transferred, and it is agreed that the provisions hereof shall apply
to every transfer or assignment made of the Security Deposit to a new
landlord.  Tenant further covenants that
it will not assign or encumber or attempt to assign or encumber the Security
Deposit and that neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance.


             Section 13.12  Signage.  Tenant shall not install or
affix any signs to the Building or
upon the Lot except signs which (a) have been approved by Landlord, which approval
may be granted or denied by Landlord in its sole and absolute discretion, (b)
comply with all applicable laws, ordinances, rules and regulations relating
thereto, and (c) for which all permits and approvals from all applicable
governmental authorities have first been obtained.  Tenant shall be responsible for purchase, installation,
maintenance, repair, removal and permitting of all signage, all at Tenant’s
sole cost and expense.  Tenant shall not
affix any signs to the Premises except pursuant to plans and specifications and
in accordance with construction procedures first approval by Landlord and
Tenant shall be responsible for the cost of repairing any damage to the
Building caused by the installation, maintenance or removal of any such signage
from the Building.  In addition, Tenant
shall, promptly after expiration or earlier termination of this Lease, remove
all signage from the Building and the Premises.  Landlord will install a monument sign at the entrance to the
Property identifying the original Tenant by name and address, which sign shall
have dimensions that are equal to the largest sign for any other tenant of the
Building.  In addition, Landlord shall
maintain (i) a tenant directory in the lobby of the Building on which Tenant's
name and the location of the Premises in the Building will be placed and (ii)
signage at the entrance of the suite that Tenant occupies in the Building
identifying Tenant using Building Standard Signage.





 


             Section 13.13  Non Disturbance Agreement.  Landlord
will obtain a non disturbance
agreement in favor of Tenant from the holder or proposed holder of any mortgage
on the Property, all on such terms and conditions as are acceptable to the
holder of such first mortgage in its usual and customary form.  Without limitation of the foregoing or of
Section 12 hereof, within five (5) Business Days after the request of Landlord,
Tenant shall execute and deliver a form of Subordination, Non-disturbance and
Attornment Agreement in the form attached hereto as Exhibit A-12 (such form to
be completed and blanks filled in order to conform to the applicable mortgage
transaction).


SECTION 14


Intentionally Omitted.


SECTION 15


Right of First Offer


 


             Section
15.1     In the
event that during the Term of this Lease, any space in the Building shall
become "available for leasing" (as said term is hereafter defined),
as determined by Landlord and provided that the "Offer Conditions"
(as hereafter defined) are then satisfied, Landlord shall first offer (the
"Offer") to lease all of the such available portion of the Building
to Tenant upon terms and conditions specified by Landlord.  If (a) within ten (10) days after Landlord
provides the Offer to Tenant, Tenant does not unconditionally accept the Offer
as to all of such space described in the Offer in writing or (b) if Tenant
accepts the Offer as aforesaid but does not execute and deliver a final fully
executed Amendment to this Lease Agreement in form and substance satisfactory
to Landlord within 14 days after acceptance of the Offer as aforesaid, Landlord
shall be free to rent all or any part of such space to any party upon
substantially similar terms and conditions as were set forth in the Offer and
Tenant's Right ofFirst Offer shall terminate as to
all of the space described in such Offer. 
For purposes hereof, "substantially similar terms" shall
include annual fixed rent which is not less than 92 1/2% of the annual fixed
rent specified in Landlord's Offer to Tenant.


             As used
herein the term "Offer Conditions" shall mean (i) that no Event of Default
by Tenant shall exist and be continuing either at the time Landlord provides
Tenant with the Offer or at the time of acceptance of the Offer by Tenant and
(ii) that the original Tenant named in this Lease (Natural MicroSystems
Corporation) is itself occupying the entire Premises demised under the Lease,
both at the time of the Offer and upon Tenant’s acceptance of the Offer.


             As used
herein, space shall be deemed "available for leasing" by Landlord
when, as determined by Landlord in its sole but reasonable discretion, any
tenant leasing or occupying the subject space shall fail or refuse to exercise
any option to extend or renew its lease or shall fail to negotiate and enter
into a renewal or extension of its lease (in the absence of an option to extend
or renew  or a proper exercise thereof)
with Landlord for such portion of the Building.


             In no
event shall space being sublet by others be deemed "available for
Leasing" unless Landlord shall recapture and control such space.





SECTION 16


Intentionally Omitted


SECTION 17


Leasehold Lot


             Section
17.1  It is expressly
understood and agreed by and between Landlord and Tenant that this Lease, as
and to the extent that it grants Tenant the appurtenant right to use the
Leasehold Parking Area, is a sublease and is subject and subordinate to the
Ground Lease with respect to the Leasehold Lot and that no right, power or
privilege granted to Tenant hereunder with respect to the Leasehold Lot may be
exercised or enjoyed by Tenant and no term, covenant or condition of this Lease
insofar as it relates to the Leasehold Lot benefiting Tenant shall be operative
if and to the extent that such exercise, enjoyment or operation would not be
permitted by or would violate or be in conflict with any term, covenant or
condition of the Ground Lease.  Without
limiting the generality of the foregoing, it is expressly understood and agreed
that all rights of Tenant in and to any eminent domain awards in any way
related to the Leasehold Lot shall be, and is hereby expressly made, subject and
subordinate to the rights of the Landlord under the Ground Lease.  Landlord covenants and agrees that Landlord
will not violate any of the terms, covenants or conditions of the Ground Lease.  The cost of any and all insurance required
to be carried by Landlord under the Ground Lease or which Landlord carries in
connection with the Ground Lease shall be included in the Operating costs
payable as Additional Rent under Section 5 of the Lease.  From and after the Term Commencement Date
and to the maximum extent, this agreement may be made effective according to
law, Tenant agrees to indemnify and save harmless the Town of Framingham, as
landlord under the Ground Lease (the "Ground Lease Landlord") from
and against all claims of whatever nature arising from any act, omission or
negligence of Tenant, Tenant's contractors, licensees, agents, servants,
employees or customers, or anyone claiming by, through or under Tenant so long
as Tenant or any occupant claiming under Tenant is using any part of the
Leasehold Lot where such accident, injury or damage results or is claimed to
have resulted from any act, omission or negligence on the part of Tenant or
Tenant's contractors, licensees, agents, servants, employees or customers or
anyone claming by, through or under Tenant. 
The foregoing indemnity and hold harmless agreement shall include
indemnity against all costs and expenses and liabilities incurred in or in
connection with any claim or proceeding brought thereon and the defense thereof
with counsel acceptable to the Ground Lease Landlord.  To the maximum extent, this agreement may be made effective
according to law, Tenant agrees to use and occupy the part of the entire
Leasehold Lot which the Tenant is permitted to use hereunder at Tenant's own
risk and the terms of the Ground Lease and Landlord shall have no
responsibility or liability for any loss or damage to fixtures or other
personal property of Tenant or any person claiming by, through or under Tenant.





                           IN WITNESS
WHEREOF, Landlord and Tenant have caused this Lease to be duly executed, under
seal, by persons hereunto duly authorized, in multiple copies, each to be
considered an original hereof, as of the date first set forth above.


 


	 
  	
  LANDLORD:
  
	 
  	 
  
	 
  	
  NDNE 9/90 200 CROSSING
  BOULEVARD LLC
  
	 
  	 
  
	 
  	
  By:      NDNE 9/90, Inc.
  
	 
  	
  Its:      Managing Member
  
	 
  	 
  
	 
  	
  By:     _______________________________
  
	 
  	
              John J. O'Neil, III
  
	 
  	
  Its:      Executive Vice President
  
	 
  	 
  
	 
  	 
  
	 
  	
  NATURAL MICROSYSTEMS
  CORPORATION
  
	 
  	 
  
	 
  	
  By:     _______________________________
  
	 
  	
  Its