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                                                                  EXHIBIT 10.25
                                      LEASE


         THIS INSTRUMENT IS A LEASE, dated as of July 29, 1998 in which the
Landlord and the Tenant are the parties hereinafter named, and which relates to
space in the building (the "Building") located at 112 Turnpike Road,
Westborough, Massachusetts. The parties to this instrument hereby agree with
each other as follows:

                                    ARTICLE 1


                             BASIC LEASE PROVISIONS

         1.1      INTRODUCTION. The following set forth basic data and, where
appropriate, constitute definitions of the terms hereinafter listed.

         1.2      BASIC DATA.

         Landlord: OTR, an Ohio general partnership, acting as the duly
designated nominee of the State Teachers Retirement System of Ohio.

         Landlord's Original Address: 275 East Broad Street, Columbus, Ohio
43215.

         Tenant: Beacon Education Management LLC, a Tennessee limited liability
company.

         Tenant's Original Address: 115 West Acton Road, Stow, MA 01775.

         Guarantor: None.

         Basic Rent: The sum of (i) $59,110.00 ($23.00 per square foot of
Premises Rentable Area) per annum, plus (ii) $2,441.50 ($0.95 per square foot of
Premises Rentable Area) per annum as an allowance (the "Estimated Electricity
Payment") toward the actual cost to Landlord of providing electricity to the
Premises, as all of the same may be adjusted and/or abated pursuant to Sections
7.5 and 12.1.

         Premises Rentable Area: Agreed to be 2,570 square feet located on the
first floor of the Building.

         Permitted Uses: Executive or professional offices of the type generally
found in first-class office buildings in the suburban Boston area, subject to
the provisions of Section 5.1(a).

         Escalation Factor: 3.8%, as computed in accordance with the Escalation
Factor Computation.

         Initial Term: Five (5) years commencing on the Commencement Date and
expiring at the close of the day immediately preceding the fifth anniversary of
the Commencement Date, except that if the Commencement Date shall be other than
the first day of a calendar month, the

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expiration of the Initial Term shall be at the close of the day on the last day
of the calendar month on which such anniversary shall fall.

         Security Deposit: $4,925.92.

         Base Operating Expenses: The actual Operating Expenses with respect to
the calendar year ending December 31, 1998 (which includes an allowance of $0.95
per square foot of Building Rentable Area toward the actual cost to Landlord of
providing convenience electricity to those portions of the Building leased or
intended to be leased to tenants).

         Base Taxes: The sum of (x) one-half (1/2) the Taxes assessed with
respect to the fiscal year ending June 30, 1998, as the same may be reduced by
the amount of any abatement, and (y) one-half (1/2) the Taxes assessed with
respect to the fiscal year ending June 30, 1999, as the same may be reduced by
the amount of any abatement.

         Broker: Spaulding & Slye and Boston Real Estate Partners.

         1.3      ADDITIONAL DEFINITIONS.


         Agent: Spaulding & Slye, Inc., or such other person or entity from time
to time designated by Landlord.

         Building Rentable Area: Agreed to be 72,634 square feet.

         Business Days: All days except Saturday, Sunday, New Year's Day, Martin
Luther King Day, President's Day, Patriots Day, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Christmas Day (and the
following day when any such day occurs on Sunday) and such other days that
tenants occupying at least 50% of Building Rentable Area now or in the future
recognize as holidays for their general office staff.

         Commencement Date: As defined in Section 4.1.

         Construction Deadline: As defined in Section 4.2.

         Default of Tenant: As defined in Section 13.1.

         Escalation Charges: The amounts prescribed in Sections 8.1 and 9.2.

         Escalation Factor Computation: Premises Rentable Area divided by 93% of
Building Rentable Area.

         Force Majeure: Collectively and individually, strike or other labor
trouble, fire or other casualty, governmental preemption of priorities or other
controls in connection with a national or other public emergency or shortages of
fuel, supplies or labor resulting therefrom, or any other cause, whether similar
or dissimilar, beyond Landlord's reasonable control.


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         Initial Public Liability Insurance: $3,000,000 per
occurrence/$5,000,000 aggregate (combined single limit) for property damage,
bodily injury or death.

         Landlord's Work: As defined in Section 4.2.

         Operating Expenses: As determined in accordance with Section 9.1.

         Operating Year: As defined in Section 9.1.

         Park: The properties owned by Landlord at 110, 112 and 114 Turnpike
Road, Westborough, Massachusetts.

         Premises: A portion of the Building as shown on Exhibit A annexed
hereto.

         Property: The Building and the land parcels on which it is located
(including adjacent sidewalks and other portions of the Park).

         Substantial Completion Date: As defined in Section 4.2.

         Tax Year: As defined in Section 8.l.

         Taxes: As determined in accordance with Section 8.1.

         Tenant's Removable Property: As defined in Section 5.2.

         Term of this Lease: The Initial Term and any extension thereof in
accordance with the provisions hereof.


                                   ARTICLE 2

                        PREMISES AND APPURTENANT RIGHTS

         2.1      LEASE OF PREMISES. Landlord hereby demises and leases to
Tenant for the Term of this Lease and upon the terms and conditions hereinafter
set forth, and Tenant hereby accepts from Landlord, the Premises.


         2.2      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 lobbies, hallways,
stairways, elevators and common walkways necessary for access to the Building,
and if the portion of the Premises on any floor includes less than the entire
floor, the common toilets, corridors and elevator lobby of such floor; but such
rights shall always be subject to reasonable rules and regulations from time to
time established by Landlord pursuant to Section 14.7 and to the right of
Landlord to designate and change from time to time areas and facilities so to be
used.

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         (b)      Excepted and excluded from the Premises are the ceiling,
floor, perimeter walls and exterior windows (except the inner surface of each
thereof), and any space in the Premises used for shafts, stacks, pipes,
conduits, fan rooms, ducts, electric or other utilities, sinks or other Building
facilities, but the entry doors (and related glass and finish work) to the
Premises are a part thereof. Landlord shall have the right to place in the
Premises (but in such manner as to reduce to a minimum interference with
Tenant's use of the Premises) interior storm windows, sun control devices,
utility lines, equipment, stacks, pipes, conduits, ducts and the like. In the
event that Tenant shall install any hung ceilings or walls in the Premises,
Tenant shall install and maintain, as Landlord may require, proper access panels
therein to afford access to any facilities above the ceiling or within or behind
the walls.

         (c)      Tenant shall also have the right (subject to reasonable rules
and regulations from time to time established by Landlord) to use, on an
non-exclusive, unreserved basis the parking areas located on the Property
adjacent to the Building. As of the date hereof,


                                   ARTICLE 3

                                   BASIC RENT

3.1      PAYMENT.

         (a)      Tenant agrees to pay to Landlord, or as directed by Landlord,
commencing on the Commencement Date without offset, abatement (except as
provided in Section 12.2), deduction or demand, the Basic Rent. Such Basic Rent
shall be payable in equal monthly installments, in advance, on the first day of
each and every calendar month during the Term of this Lease, to Landlord at
Fleet Bank, Box 30474, 99 Founders Plaza, Hartford, CT 06108, Attn: Lockbox
CT/EHFO3N, or at such other place as Landlord shall from time to time designate
by notice, in lawful money of the United States. In the event that any
installment of Basic Rent is not received on or before the third day after the
same is due, Tenant shall pay, in an addition to any charges under Section
14.18, at Landlord's request an administrative fee equal to 5% of the overdue
payment. Landlord and Tenant agree that all amounts due from Tenant under or in
respect of this Lease, whether labeled Basic Rent, Escalation Charges,
additional charges or otherwise, shall be considered as rental reserved under
this Lease for all purposes, including without limitation regulations
promulgated pursuant to the Bankruptcy Code, and including further without
limitation Section 502(b) thereof.

         (b)      Basic Rent for any partial month shall be pro-rated
on a daily basis, and if the first day on which Tenant must pay Basic Rent shall
be other than the first day of a calendar month, the first payment which Tenant
shall make to Landlord shall be equal to a proportionate part of the monthly
installment of Basic Rent for the partial month from the first day on which
Tenant must pay Basic Rent to the last day of the month in which such day
occurs, plus the installment of Basic Rent for the succeeding calendar month.


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                                   ARTICLE 4

                           COMMENCEMENT AND CONDITION


         4.1      COMMENCEMENT DATE. The Commencement Date shall be the last to
occur of:

                  (a)      September 1, 1998, or

                  (b)      the day following the Substantial Completion Date, as
         defined in Section 4.2(c).


Notwithstanding the foregoing, if Tenant's personnel shall occupy all or any
part of the Premises for the conduct of its business prior to the Commencement
Date as determined pursuant to the preceding sentence, such date of occupancy
shall, for all purposes of this Lease, be the Commencement Date.

Promptly upon the occurrence of the Commencement Date, Landlord and Tenant shall
enter into a letter agreement substantially in the form annexed hereto as
Exhibit E but the failure by either party to execute such a letter shall have no
effect on the Commencement Date, as hereinabove determined.

         4.2      PREPARATION OF THE PREMISES.

                  (a)      Landlord is currently having plans (the "Plans") for
         the layout of the Premises prepared, which Plans shall be submitted to
         Tenant for its approval, which shall not be unreasonably withheld or
         delayed. Failure by Tenant to disapprove any submission of the Plans
         within five (5) days after submission shall constitute approval
         thereof. Any disapproval shall be accompanied by a reasonably specific
         statement of reasons therefor.

                  (b)      Promptly after approval of the Plans (and execution
         of a work letter if requested by Landlord) Landlord shall exercise all
         reasonable efforts to complete the work ("Landlord's Work") specified
         therein necessary to prepare the Premises for Tenant's occupancy, but
         Tenant shall have no claim against Landlord for failure so to complete
         such Work except the right to terminate this Lease in accordance with
         Section 4.2(d). To the extent that the cost to Landlord of completing
         Landlord's Work (including without limitation the cost of space
         planning and architectural services, as well as the cost of
         construction, as reasonably estimated by Landlord's contractor as of
         the time of approval of Tenant's Plans) exceeds an amount ("Landlord's
         Contribution") equal to Thirty-eight Thousand Five Hundred Fifty
         Dollars ($38,550.00), Tenant shall pay such excess to Landlord, 80%
         thereof to be paid on the date Tenant's Plans are approved and 20% on
         the Commencement Date (or, in either case, at such later time as
         Landlord advises Tenant of the amount of such excess). Tenant shall, if
         requested by Landlord, execute a work letter confirming such excess
         costs prior to the time Landlord shall be

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         required to commence work. In the event that the actual cost to
         Landlord of completing Tenant's Work is greater or less than the
         estimate of Landlord's contractor, then Tenant shall pay, or Landlord
         shall credit, such difference (as the case may be) within fifteen (15)
         days after Landlord shall advise Tenant of such actual cost.

                  (c)      The Premises shall be deemed ready for occupancy on
         the first day (the "Substantial Completion Date") as of which
         Landlord's Work has been completed except for items of work (and, if
         applicable, adjustment of equipment and fixtures) which can be
         completed after occupancy has been taken without causing undue
         interference with Tenant's use of the Premises (i.e. so-called "punch
         list" items) and Tenant has been given notice thereof. Landlord shall
         complete as soon as conditions permit all "punch list" items and Tenant
         shall afford Landlord access to the Premises for such purposes.

                  (d)      If the Substantial Completion Date has not occurred
         by October 1, 1998 (the "Construction Deadline," as it may be extended
         pursuant to Section 4.4) Tenant shall have the right to terminate this
         Lease by giving notice to Landlord, not later than thirty (30) days
         after the Construction Deadline (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; 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 such Work within
         such time.

         4.3      CONCLUSIVENESS OF LANDLORD'S PERFORMANCE. Except to the extent
to which Tenant shall have given Landlord notice, not later than the end of the
second full calendar month of the Term of this Lease next beginning after the
Commencement Date, of respects in which Landlord has not performed Landlord's
Work, Tenant shall have no claim that Landlord has failed to perform any of
Landlord's Work. Except for Landlord's Work, the Premises are being leased in
their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord. Tenant
acknowledges that it has inspected the Premises and common areas of the Building
and, except for Landlord's Work, have found the same satisfactory.


         4.4      TENANT'S DELAYS.

                  (a)      If a delay shall occur in the Substantial Completion
         Date as the result of:

                           (i)      any request by Tenant that Landlord delay in
                                    the commencement or completion of Landlord's
                                    Work for any reason;

                           (ii)     any change by Tenant in any of the Plans;

                           (iii)    any other act or omission of Tenant or its
                                    officers, agents, servants or contractors;


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                           (iv)     any special requirement of the Plans not in
                                    accordance with Landlord's building
                                    standards; or

                           (v)      any reasonably necessary displacement of any
                                    of Landlord's Work from its place in
                                    Landlord's construction schedule resulting
                                    from any of the causes for delay referred to
                                    in clauses (i), (ii), (iii) or (iv) of this
                                    paragraph and the fitting of such Work back
                                    into such schedule;

then Tenant shall, from time to time and within ten (10) days after demand
therefor, pay to Landlord for each day of such delay the amount of Basic Rent,
Escalation Charges and other charges that would have been payable hereunder had
the Tenant's obligation to pay Basic Rent (without regard to any period of free
rent) commenced immediately prior to such delay.

                  (b)      If a delay in the Substantial Completion Date, or if
         any substantial portion of such delay, is the result of Force Majeure,
         and such delay would not have occurred but for a delay described in
         paragraph (a), such delay shall be deemed added to the delay described
         in that paragraph.

                  (c)      The delays referred to in paragraphs (a) and (b) are
         herein referred to collectively and individually as "Tenant's Delay."

                  (d)      If, as a result of Tenant's Delay(s), the Substantial
         Completion Date is delayed in the aggregate for more than thirty (30)
         days, Landlord may (but shall not be required to) at any time
         thereafter terminate this Lease by giving written notice of such
         termination to Tenant and thereupon this Lease shall terminate without
         further liability or obligation on the part of either party, except
         that Tenant shall pay to Landlord the cost theretofore incurred by
         Landlord in performing Landlord's Work, plus an amount equal to
         Landlord's out-of-pocket expenses incurred in connection with this
         Lease, including, without limitation, brokerage and legal fees,
         together with any amount required to be paid pursuant to paragraph (a)
         through the effective termination date.

                  (e)      The Construction Deadline shall automatically be
         extended for the period of any delays caused by Tenant's Delay(s) or
         Force Majeure.



                                   ARTICLE 5

                                 USE OF PREMISES

         5.1      PERMITTED USE.

                  (a)      Tenant agrees that the Premises shall be used and
         occupied by Tenant only for Permitted Uses specifically excluding,
         without limitation, use for medical, dental, governmental, utility
         company or employment agency offices.

                  (b)      Tenant agrees to conform to the following provisions
         during the Term of this Lease:


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                           (i)      Tenant shall cause all freight to be
                                    delivered to or removed from the Building
                                    and the Premises in accordance with
                                    reasonable rules and regulations established
                                    by Landlord therefor;

                           (ii)     Tenant will not place on the exterior of the
                                    Premises (including both interior and
                                    exterior surfaces of doors and interior
                                    surfaces of windows) or on any part of the
                                    Building outside the Premises, any signs,
                                    symbol, advertisement or the like visible to
                                    public view outside of the Premises.
                                    Landlord will not withhold consent for signs
                                    or lettering on the entry doors to the
                                    Premises provided such signs conform to
                                    building standards adopted by Landlord in
                                    its sole discretion and Tenant has submitted
                                    to Landlord a plan or sketch in reasonable
                                    detail (showing, without limitation, size,
                                    color, location, materials and method of
                                    affixation) of the sign to be placed on such
                                    entry doors. Landlord agrees, however, to
                                    maintain a tenant directory in the lobby of
                                    the Building (and, in the case of
                                    multi-tenant floors, in that floor's
                                    elevator lobby) in which will be placed
                                    Tenant's name and the location of the
                                    Premises in the Building;

                           (iii)    Tenant shall not perform any act or carry on
                                    any practice which may injure the Premises,
                                    or any other part of the Building, or cause
                                    any offensive odors or loud noise or
                                    constitute a nuisance or a menace to any
                                    other tenant or tenants or other persons in
                                    the Building; and

                           (iv)     Tenant shall, in its use of the Premises,
                                    comply with the requirements of all
                                    applicable governmental laws, rules and
                                    regulations, including without limitation
                                    the Americans With Disabilities Act of 1990.

         5.2      INSTALLATIONS AND ALTERATIONS BY TENANT.

                  (a)      Tenant shall make no alterations, additions
                           (including, for the purposes hereof, wall-to-wall
                           carpeting), or improvements in or to the Premises
                           (including any improvements other than Landlord's
                           Work necessary for Tenant's initial occupancy of the
                           Premises) without Landlord's prior written consent.
                           Any such alterations, additions or improvements shall
                           be in accordance with complete plans and
                           specifications meeting the requirements set forth in
                           the rules and regulations from time to time in effect
                           and approved in advance by Landlord. Such work shall
                           (i) be performed in a good and workmanlike manner and
                           in compliance with all applicable laws, (ii) be made
                           at Tenant's sole cost and expense and at such times
                           and in such a manner as Landlord may from time to
                           time designate, (iii) be made only in accordance with
                           the rules and regulations from time to time in effect
                           with respect thereto, and (iv) become part of the
                           Premises and the property of Landlord. If any
                           alterations or improvements shall involve the removal
                           of fixtures, equipment or other property in the


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                           Premises which are not Tenant's Removable Property,
                           such fixtures, equipment or property shall be
                           promptly replaced by Tenant at its expense with new
                           fixtures, equipment or property of like utility and
                           of at least equal quality.

                  (b)      All articles of personal property and all business
                           fixtures, machinery and equipment and furniture owned
                           or installed by Tenant solely at its expense in the
                           Premises ("Tenant's Removable Property") shall remain
                           the property of Tenant and may be removed by Tenant
                           at any time prior to the expiration of this Lease,
                           provided that Tenant, at its expense, shall repair
                           any damage to the Building caused by such removal.

                  (c)      Notice is hereby given that Landlord shall not be
                           liable for any labor or materials furnished or to be
                           furnished to Tenant upon credit, and that no
                           mechanic's or other lien for any such labor or
                           materials shall attach to or affect the reversion or
                           other estate or interest of Landlord in and to the
                           Premises. To the maximum extent permitted by law,
                           before such time as any contractor commences to
                           perform work on behalf of Tenant, such contractor
                           (and any subcontractors) shall furnish a written
                           statement acknowledging the provisions set forth in
                           the prior clause. Whenever and as often as any
                           mechanic's lien shall have been filed against the
                           Property based upon any act or interest of Tenant or
                           of anyone claiming through Tenant, Tenant shall
                           forthwith take such action by bonding, deposit or
                           payment as will remove or satisfy the lien.

                  (d)      In the course of any work being performed by Tenant
                           (including without limitation the "field
                           installation" of any Tenant's Removable Property),
                           Tenant agrees to use labor compatible with that being
                           employed by Landlord for work in or to the Building
                           or other buildings owned by Landlord or its
                           affiliates (which term, for purposes hereof, shall
                           include, without limitation, entities which control
                           or are under common control with Landlord, or which
                           are controlled by Landlord or, if Landlord is a
                           partnership, by any partner of Landlord) and not to
                           employ or permit the use of any labor or otherwise
                           take any action which might result in a labor dispute
                           involving personnel providing services in the
                           Building pursuant to arrangements made by Landlord.


                                   ARTICLE 6

                            ASSIGNMENT AND SUBLETTING

         6.1      PROHIBITION.

                  (a)      Tenant covenants and agrees that whether voluntarily,
         involuntarily, by operation of law or otherwise neither this Lease nor
         the term and estate hereby granted, nor any interest herein or therein,
         will be assigned, mortgaged, pledged, encumbered or



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         otherwise transferred and that neither the Premises nor any part
         thereof will be encumbered in any manner by reason of any act or
         omission on the part of Tenant, or used or occupied or permitted to be
         used or occupied, by anyone other than Tenant, or for any use or
         purpose other than a Permitted Use, or be sublet (which term, without
         limitation, shall include granting of concessions, licenses and the
         like) in whole or in part, or be offered or advertised for assignment
         or subletting. Without limiting the foregoing, any agreement pursuant
         to which: (x) Tenant is relieved from the obligation to pay, or a third
         party agrees to pay on Tenant's behalf, all or any portion of Basic
         Rent, Escalation Charges or other charges due under this Lease; and/or
         (y) a third party undertakes or is granted the right to assign or
         attempt to assign this Lease or sublet or attempt to sublet all or any
         portion of the Premises, shall for all purposes hereof be deemed to be
         an assignment of this Lease and subject to the provisions of this
         Article VI. Except as provided below, the provisions of this paragraph
         (a) shall apply to a transfer (by one or more transfers) of a majority
         of the stock or partnership interests or other evidences of ownership
         of Tenant as if such transfer were an assignment of this Lease,
         provided that the foregoing shall not be deemed to prohibit a sale of
         all of the stock of Tenant to a single buyer, the intent of which buyer
         is to continue to operate Tenant in substantially the same manner as
         prior to such sale, provided that Tenant shall give Landlord notice of
         any such proposed transaction not less than thirty (30) days prior to
         the effective date thereof, which notice shall describe the transaction
         and the buyer, including without limitation providing information
         regarding the buyer's financial standing and principal business.

                  (b)      The provisions of paragraph (a) shall not apply to:
         (A) any sale of the stock of Tenant to the general public as part of
         any initial or supplemental public offering, after which the stock of
         Tenant shall be traded on a public securities exchange regulated by the
         Securities and Exchange Commission; or (B) transactions with an entity
         into or with which Tenant is merged or consolidated, or to which
         substantially all of Tenant's assets are transferred; or (C)
         transactions with any entity which controls or is controlled by Tenant
         or is under common control with Tenant; provided that in the case of
         clauses (B) or (C):

                           (i)      the successor to Tenant has a net worth
                                    computed in accordance with generally
                                    accepted accounting principles consistently
                                    applied at least equal to the greater of (1)
                                    the net worth of Tenant immediately prior to
                                    such merger, consolidation or transfer, or
                                    (2) the net worth of Tenant herein named on
                                    the date of this Lease,

                           (ii)     proof satisfactory to Landlord of such net
                                    worth shall have been delivered to Landlord
                                    at least 10 days prior to the effective date
                                    of any such transaction, and

                           (iii)    the assignee agrees directly with Landlord,
                                    by written instrument in form satisfactory
                                    to Landlord, to be bound by all the
                                    obligations of Tenant hereunder including,
                                    without limitation, the covenant against
                                    further assignment and subletting.


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                  (c)      If, in violation of this Article 6, this Lease be
         assigned, or if the Premises or any part thereof be sublet or occupied
         by anyone other than Tenant, Landlord may, at any time and from time to
         time, collect rent and other charges from the assignee, subtenant or
         occupant, and apply the net amount collected to the rent and other
         charges herein reserved, but no such assignment, subletting, occupancy,
         collection or modification of any provisions of this Lease shall be
         deemed a waiver of this covenant, or the acceptance of the assignee,
         subtenant or occupant as a tenant or a release of Tenant from the
         further performance of covenants on the part of Tenant to be performed
         hereunder. Any consent by Landlord to a particular subletting or
         occupancy shall not in any way diminish the prohibition stated in
         paragraph (a) of this Section 6.1 or the continuing liability of the
         original named Tenant. No assignment or subletting hereunder shall
         relieve Tenant from its obligations hereunder and Tenant shall remain
         fully and primarily liable therefor. No such assignment, subletting, or
         occupancy shall affect or be contrary to Permitted Uses. Any consent by
         Landlord to a particular assignment, subletting or occupancy shall be
         revocable, and any assignment, subletting or occupancy shall be void ab
         initio, if the same shall fail to require that such assignee, subtenant
         or occupant agree therein to be independently bound by and upon all of
         the covenants, agreements, terms, provisions and conditions set forth
         in this Lease on the part of Tenant to be kept and performed.


                                   ARTICLE 7

              RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES;
                      SERVICES TO BE FURNISHED BY LANDLORD

         7.1      LANDLORD REPAIRS.

                  (a)      Except as otherwise provided in this Lease, Landlord
         agrees to keep in good order, condition and repair the roof, public
         areas, exterior walls (including exterior glass) and structure of the
         Building (including all plumbing, mechanical and electrical systems
         installed by Landlord, but specifically excluding any supplemental
         heating, ventilation or air conditioning equipment or systems installed
         at Tenant's request or as a result of Tenant's requirements in excess
         of building standard design criteria), all insofar as they affect the
         Premises, except that Landlord shall in no event be responsible to
         Tenant for the repair of glass in the Premises, the doors (or related
         glass and finish work) leading to the Premises, or any condition in the
         Premises or the Building caused by any act or neglect of Tenant, its
         invitees or contractors. Landlord shall not be responsible to make any
         improvements or repairs to the Building other than as expressly in this
         Section 7.1 provided, unless expressly provided otherwise in this
         Lease.

                  (b)      Landlord shall never be liable for any failure to
         make repairs which Landlord has undertaken to make under the provisions
         of this Section 7.1 or elsewhere in this Lease, unless Tenant has given
         notice to Landlord of the need to make such repairs, and Landlord has
         failed to commence to make such repairs within a reasonable time after
         receipt of such notice, or fails to proceed with reasonable diligence
         to complete such repairs.



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                  (c)      If Landlord shall be required to make any repairs or
         alterations to the Premises to comply with any laws and requirements of
         public authorities hereafter in effect, or with any directions, rules
         or regulations of governmental agencies having or purporting to have
         jurisdiction, and if the cost to Landlord of making such repairs or
         alterations, together with the cost of other such repairs or
         alterations theretofore required, would exceed an amount equal to six
         months' Basic Rent in the aggregate, Landlord may (but shall not be
         required to) elect to terminate this Lease by giving Tenant notice of
         its desire to do so, which notice shall set forth a date not less than
         thirty days from the giving of such notice on which this Lease shall
         terminate with the same force and effect as if such date were the date
         originally set forth herein as the expiration hereof. Tenant may,
         however, void Landlord's election to so terminate this Lease by giving
         Landlord notice, within fifteen days after the date of Landlord's
         notice to Tenant, to the effect that Tenant shall, at Tenant's expense,
         promptly and diligently cause all such repairs or alterations to be
         performed in the Premises, and Tenant shall hold Landlord harmless from
         and against any and all costs, expenses, penalties and/or liabilities
         (including without limitation reasonable legal fees and costs) in
         connection therewith.

         7.2      TENANT'S AGREEMENT.

                  (a)      Tenant will keep neat and clean and maintain in good
         order, condition and repair the Premises and every part thereof,
         excepting only those repairs for which Landlord is responsible under
         the terms of this Lease, reasonable wear and tear of the Premises, and
         damage by fire or other casualty or as a consequence of the exercise of
         the power of eminent domain; and shall surrender the Premises, at the
         end of the Term, in such condition. Without limitation, Tenant shall
         continually during the Term of this Lease maintain the Premises in
         accordance with all laws, codes and ordinances from time to time in
         effect and all directions, rules and regulations of the proper officers
         of governmental agencies having jurisdiction, and the standards
         recommended by the Boston Board of Fire Underwriters, and shall, at
         Tenant's expense, obtain all permits, licenses and the like required by
         applicable law. To the extent that the Premises constitute a "Place of
         Public Accommodation" within the meaning of the Americans With
         Disabilities Act of 1990, Tenant shall be responsible, subject to the
         requirements of Section 5.2, for making the Premises comply with such
         Act. Notwithstanding the foregoing or the provisions of Article XII, to
         the maximum extent this provision may be enforceable according to law,
         Tenant shall be responsible for the cost of repairs which may be made
         necessary by reason of damage to the Building caused by any act or
         neglect of Tenant, or its contractors or invitees (including any damage
         by fire or other casualty arising therefrom) and, if the premium or
         rates payable with respect to any policy or policies of insurance
         purchased by Landlord or Agent with respect to the Property increases
         as a result of payment by the insurer of any claim arising from the any
         act or neglect of Tenant, or its contractors or invitees, Tenant shall
         be pay such increase, from time to time, within fifteen (15) days after
         demand therefor by Landlord, as an additional charge.

                  (b)      If repairs are required to be made by Tenant pursuant
         to the terms hereof, Landlord may demand that Tenant make the same
         forthwith, and if Tenant refuses or neglects to commence such repairs
         and complete the same with reasonable dispatch, after



                                       12
<PAGE>   13


         such demand (except in the case of an emergency, in which event
         Landlord may make such repairs immediately), Landlord may (but shall
         not be required to do so) make or cause such repairs to be made (the
         provisions of Section 14.18 being applicable to the costs thereof), and
         shall not be responsible to Tenant for any loss or damage whatsoever
         that may accrue to Tenant's stock or business by reason thereof.

         7.3      FLOOR LOAD - HEAVY MACHINERY.

                  (a)      Tenant shall not place a load upon any floor in the
         Premises exceeding the floor load per square foot of area which such
         floor was designed to carry and which is allowed by law. Landlord
         reserves the right to prescribe the weight and position of all business
         machines and mechanical equipment, including safes, which shall be
         placed so as to distribute the weight. Business machines and mechanical
         equipment shall be placed and maintained by Tenant at Tenant's expense
         in settings sufficient, in Landlord's judgment, to absorb and prevent
         vibration, noise and annoyance. Tenant shall not move any safe, heavy
         machinery, heavy equipment, freight, bulky matter or fixtures into or
         out of the Building without Landlord's prior consent, which consent may
         include a requirement to provide insurance, naming Landlord as an
         insured, in such amounts as Landlord may deem reasonable.

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

         7.4      BUILDING SERVICES.

                  (a)      Landlord shall, on Business Days from 8:00 a.m. to
         6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m., furnish heating
         and cooling as normal seasonal changes may require to provide
         reasonably comfortable space temperature and ventilation for occupants
         of the Premises under normal business operation at an occupancy of not
         more than one person per 150 square feet of Premises Rentable Area and
         an electrical load not exceeding 3.0 watts per square foot of Premises
         Rentable Area. If Tenant shall require air conditioning, heating or
         ventilation outside the hours and days above specified, Landlord may
         furnish such service and Tenant shall pay therefor such charges as may
         from time to time be in effect. 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, supplementary
         systems may, if and as needed, at Landlord's option, be provided by
         Landlord, at Tenant's expense.

                  (b)      Landlord shall also provide:


                                       13
<PAGE>   14



                           (i)      Passenger elevator service from the existing
                                    passenger elevator system in common with
                                    Landlord and other tenants in the Building.

                           (ii)     Warm water for lavatory purposes and cold
                                    water (at temperatures supplied by the city
                                    in which the Property is located) for
                                    drinking, lavatory and toilet purposes. If
                                    Tenant uses water for any purpose other than
                                    for ordinary lavatory and drinking purposes,
                                    Landlord may assess a reasonable charge for
                                    the additional water so used, or install a
                                    water meter and thereby measure Tenant's
                                    water consumption for all purposes. In the
                                    latter event, Tenant shall pay the cost of
                                    the meter and the cost of installation
                                    thereof and shall keep such meter and
                                    installation equipment in good working order
                                    and repair. Tenant agrees to pay for water
                                    consumed, as shown on such meter, together
                                    with the sewer charge based on such meter
                                    charges, as and when bills are rendered, and
                                    in default in making such payment Landlord
                                    may pay such charges and collect the same
                                    from Tenant as an additional charge.

                           (iii)    Cleaning and janitorial services to the
                                    Premises, provided the same are kept in
                                    order by Tenant, substantially in accordance
                                    with the cleaning standards from time to
                                    time in effect for the Building.

                  (c)      Free access to the Premises on Business Days from
         8:00 a.m. to 6:00 p.m., and at all other times subject to security
         precautions from time to time in effect, and subject always to
         restrictions based on emergency conditions.

                  (d)      Landlord or Agent may from time to time, but shall
         not be obligated to, provide one or more uniformed attendants in or
         about the lobby of the Building. Unless Landlord expressly agrees
         otherwise in writing, such attendant(s) shall serve functions such as
         assisting visitors and invitees of tenants and others in the Building,
         monitoring fire control and alarm equipment, and summoning emergency
         services to the Building as and when needed. Tenant expressly
         acknowledges and agrees that: (i) such attendants shall not serve as
         police officers, and will be unarmed, and will not be trained in
         situations involving potentially physical confrontation; and (ii) if
         provided, such attendants will be provided solely as an amenity to
         tenants of the Building for the sole purposes set forth above, and not
         for the purpose of securing any individual tenant premises or
         guaranteeing the physical safety of Tenant's Premises or of Tenant's
         employees, agents, contractors or invitees. If and to the extent that
         Tenant desires to provide security for the Premises or for such persons
         or their property, Tenant shall be responsible for so doing, after
         having first consulted with Landlord and after obtaining Landlord's
         consent, which shall not be unreasonably withheld. Landlord expressly
         disclaims any and all responsibility and/or liability for the physical
         safety of Tenant's property, and for that of Tenant's employees,
         agents, contractors and invitees, and, without in any way limiting the
         operation of Article X hereof, Tenant, for itself and its agents,
         contractors, invitees and employees, hereby expressly waives any claim,
         action, cause of action or other right which may accrue or arise as a
         result of any damage or



                                       14
<PAGE>   15


         injury to the person or property of Tenant or any such agent, invitee,
         contractor or employee. Tenant agrees that, as between Landlord and
         Tenant, it is Tenant's responsibility to advise its employees, agents,
         contractors and invitees as to necessary and appropriate safety
         precautions.

         7.5      ELECTRICITY.

                  (a)      Landlord shall supply electricity to the Premises to
         meet a demand requirement not to exceed 3.0 watts per square foot of
         Premises Rentable Area for standard single-phase 120 volt alternating
         current and Tenant agrees in its use of the Premises (i) not to exceed
         such requirements and (ii) that its total connected lighting load will
         not exceed the maximum from time to time permitted under applicable
         governmental regulations. If, without in any way derogating from the
         foregoing limitation, Tenant shall require electricity in excess of the
         requirements set forth above, Tenant shall notify Landlord and Landlord
         may (without being obligated to do so) supply such additional service
         or equipment at Tenant's sole cost and expense. Landlord shall purchase
         and install, at Tenant's expense, all lamps, tubes, bulbs, starters and
         ballasts. In order to assure that the foregoing requirements are not
         exceeded and to avert possible adverse affect on the Building's
         electric system, Tenant shall not, without Landlord's prior consent,
         connect any fixtures, appliances or equipment to the Building's
         electric distribution system other than personal computers, facsimile
         transceivers, typewriters, pencil sharpeners, adding machines,
         photocopiers, word and data processors, clocks, radios, hand-held or
         desk top calculators, dictaphones, desktop computers and other similar
         small electrical equipment normally found in business offices and not
         drawing more than 15 amps at 120/208 volts.

                  (b)      From time to time during the Term of this Lease,
         Landlord shall have the right to have an electrical consultant selected
         by Landlord make a survey of Tenant's electric usage, the result of
         which survey shall be conclusive and binding upon Landlord and Tenant.
         In the event that such survey shows that Tenant has exceeded the
         requirements set forth in paragraph (a), in addition to any other
         rights Landlord may have hereunder, Tenant shall, upon demand,
         reimburse Landlord for the cost of such survey and the cost, as
         determined by such consultant, of electricity usage in excess of such
         requirements as an additional charge.

                  (c)      Landlord shall have the right to discontinue
         furnishing electricity to the Premises at any time upon not less than
         thirty (30) days' notice to Tenant provided Landlord shall, at Tenant's
         expense, separately meter the Premises directly to the applicable
         public utility company. If Landlord exercises such right, from and
         after the effective date of such discontinuance, Landlord shall not be
         obligated to furnish electricity to the Premises, and

                           (i)      in the computation of Operating Expenses,
                                    only the cost of electricity supplied to
                                    those portions of the Building other than
                                    those leased or intended to be leased to
                                    tenants for their exclusive use and
                                    occupancy, i.e., only those areas which are
                                    so-called common areas, shall be included;


                                       15
<PAGE>   16



                           (ii)     Tenant shall no longer be required to pay
                                    the Estimated Electricity Payment, and Base
                                    Operating Expenses shall be reduced by $0.85
                                    per square foot of Building Rentable Area;
                                    and

                           (iii)    Landlord shall permit Landlord's existing
                                    wires, risers, conduits and other electrical
                                    equipment of Landlord to be used to supply
                                    electricity to Tenant provided that the
                                    limits set forth in paragraph (a) shall not
                                    be exceeded, and Tenant shall be responsible
                                    for payment of all electricity charges
                                    directly to such utility.


                                   ARTICLE 8

                                REAL ESTATE TAXES

         8.1      PAYMENTS ON ACCOUNT OF REAL ESTATE TAXES.

                  (a)      For the purposes of this Article, the term "Tax Year"
         shall mean the twelve-month period commencing on the July 1 immediately
         preceding the Commencement Date and each twelve-month period thereafter
         commencing during the Term of this Lease; and the term "Taxes" shall
         mean real estate taxes assessed with respect to (i) the Property for
         any Tax Year.

                  (b)      In the event that for any reason, Taxes during any
         Tax Year shall exceed Base Taxes, Tenant shall pay to Landlord, as an
         Escalation Charge, an amount equal to (i) the excess of Taxes over Base
         Taxes for such Tax Year, multiplied by (ii) the Escalation Factor, such
         amount to be apportioned for any portion of a Tax Year in which the
         Commencement Date falls or the Term of this Lease ends.

                  (c)      Estimated payments by Tenant on account of Taxes
         shall be made on the first day of each and every calendar month during
         the Term of this Lease, in the fashion herein provided for the payment
         of Basic Rent. The monthly amount so to be paid to Landlord shall be
         sufficient to provide Landlord by the time real estate tax payments are
         due with a sum equal to Tenant's required payments, as estimated by
         Landlord from time to time, on account of Taxes for the then current
         Tax Year. Promptly after receipt by Landlord of bills for such Taxes,
         Landlord shall advise Tenant of the amount thereof and the computation
         of Tenant's payment on account thereof. If estimated payments
         theretofore made by Tenant for the Tax Year covered by such bills
         exceed the required payments on account thereof for such Year, Landlord
         shall credit the amount of overpayment against subsequent obligations
         of Tenant on account of Taxes (or refund such overpayment if the Term
         of this Lease has ended and Tenant has no further obligation to
         Landlord); but if the required payments on account thereof for such
         Year are greater than estimated payments theretofore made on account
         thereof for such Year, Tenant shall make payment to Landlord within 30
         days after being so advised by Landlord.

8.2      ABATEMENT. If Landlord shall receive any tax refund or reimbursement of
         Taxes or sum in lieu thereof with respect to any Tax Year,  then out of
         any balance remaining



                                       16
<PAGE>   17


         thereof after deducting Landlord's expenses reasonably incurred in
         obtaining such refund, Landlord shall pay to Tenant, provided there
         does not then exist a Default of Tenant, an amount equal to such refund
         or reimbursement or sum in lieu thereof (exclusive of any interest)
         multiplied by the Escalation Factor; provided, that in no event, shall
         Tenant be entitled to receive more than the payments made by Tenant on
         account of Taxes for such Tax Year pursuant to paragraph (b) of Section
         8.1 or to receive any payments or abatement of Basic Rent if Taxes for
         any year are less than Base Taxes or Base Taxes are abated.

         8.3      ALTERNATE TAXES.

                  (a)      If some method or type of taxation shall replace the
         current method of assessment of real estate taxes in whole or part, or
         the type thereof, or if additional types of taxes are imposed upon the
         Property or Landlord, Tenant agrees that such taxes or other charges
         shall be deemed to be, and shall be, Taxes hereunder and Tenant shall
         pay an equitable share of the same as an additional charge computed in
         a fashion consistent with the method of computation herein provided, to
         the end that Tenant's share thereof shall be, to the maximum extent
         practicable, comparable to that which Tenant would bear under the
         foregoing provisions.

                  (b)      If a tax (other than a Federal or State net income
         tax) is assessed on account of the rents or other charges payable by
         Tenant to Landlord under this Lease, Tenant agrees to pay the same as
         an additional charge within ten (10) days after billing therefor,
         unless applicable law prohibits the payment of such tax by Tenant.


                                   ARTICLE 9

                         OPERATING AND UTILITY EXPENSES

9.1      DEFINITIONS. For the purposes of this Article, the following terms
         shall have the following respective meanings:


         Operating Year: Each calendar year in which any part of the Term of
         this Lease shall fall.

         Operating Expenses: aggregate costs or expenses reasonably incurred by
         Landlord with respect to the operation, administration, cleaning,
         repair, maintenance and management of the Property all as set forth in
         Exhibit C annexed hereto, provided that, if during any portion of the
         Operating Year for which Operating Expenses are being computed, less
         than all of Building Rentable Area was occupied by tenants or if
         Landlord is not supplying all) tenants with the services being supplied
         hereunder, actual Operating Expenses incurred shall be reasonably
         extrapolated by Landlord on an item by item basis to the estimated
         Operating Expenses that would have been incurred if the Building were
         fully occupied for such Year and such services were being supplied to
         all tenants, and such extrapolated amount shall, for the purposes
         hereof, be deemed to be the Operating Expenses for such Year. Without
         limitation of the foregoing, Tenant acknowledges that



                                       17
<PAGE>   18


         the Building is a portion of the Park, and that under certain
         circumstances, Landlord will have services performed or materials
         supplied to one or more buildings or common areas in the Park. Landlord
         shall allocate the cost of such services and materials among one, two
         or all three buildings in the Park, as Landlord shall deem reasonably
         appropriate (Landlord's allocation being conclusive and binding) and,
         to the extent that any such cost would be included in Operating
         Expenses if supplied only to the Building, the Building's reasonable
         share of any such costs provided to the Park shall likewise be included
         in Operating Expenses.

         9.2      TENANT'S PAYMENTS.

                  (a)      In the event that for any Operating Year Operating
         Expenses shall exceed Base Operating Expenses, Tenant shall pay to
         Landlord, as an Escalation Charge, an amount equal to (i) such excess
         Operating Expenses multiplied by (ii) the Escalation Factor, such
         amount to be apportioned for any portion of an Operating Year in which
         the Commencement Date falls or the Term of this Lease ends.

                  (b)      Estimated payments by Tenant on account of Operating
         Expenses shall be made on the first day of each and every calendar
         month during the Term of this Lease, in the fashion herein provided for
         the payment of Basic Rent. The monthly amount so to be paid to Landlord
         shall be sufficient to provide Landlord by the end of each Operating
         Year a sum equal to Tenant's required payments, as estimated by
         Landlord from time to time during each Operating Year, on account of
         Operating Expenses for such Operating Year. After the end of each
         Operating Year, Landlord shall submit to Tenant a reasonably detailed
         accounting of Operating Expenses for such Year, and Landlord shall
         certify to the accuracy thereof. If estimated payments theretofore made
         for such Year by Tenant exceed Tenant's required payment on account
         thereof for such Year, according to such statement, Landlord shall
         credit the amount of overpayment against subsequent obligations of
         Tenant with respect to Operating Expenses (or refund such overpayment
         if the Term of this Lease has ended and Tenant has no further
         obligation to Landlord); but, if the required payments on account
         thereof for such Year are greater than the estimated payments (if any)
         theretofore made on account thereof for such Year, Tenant shall make
         payment to Landlord within 30 days after being so advised by Landlord.
         Landlord shall have the same rights and remedies for the nonpayment by
         Tenant of any payments due on account of Operating Expenses as Landlord
         has hereunder for the failure of Tenant to pay Basic Rent.


                                   ARTICLE 10

                    INDEMNITY AND PUBLIC LIABILITY INSURANCE

         10.1     TENANT'S INDEMNITY.

                  (a)      Except to the extent that such claims arise from the
         negligent acts or omissions of Landlord or its agents or employees,
         Tenant agrees to indemnify and save harmless Landlord from and against
         all claims, loss, cost, damage or expense of whatever



                                       18
<PAGE>   19


         nature arising:(i) from any accident, injury or damage whatsoever to
         any person, or to the property of any person, occurring in or about the
         Premises; (ii) from any accident, injury or damage occurring outside of
         the Premises but on the Property where such accident, damage or injury
         results or is claimed to have resulted from an act or omission on the
         part of Tenant or Tenant's agents or employees or independent
         contractors; or (iii) in connection with the conduct or management of
         the Premises or of any business therein, or any thing or work
         whatsoever done, or any condition created (other than by Landlord) in
         or about the Premises; and, in any case, occurring after the date of
         this Lease until the end of the Term of this Lease and thereafter so
         long as Tenant is in occupancy of any part of the Premises. This
         indemnity and hold harmless agreement shall include indemnity against
         all losses, costs, damages, expenses and liabilities incurred in or in
         connection with any such claim or proceeding brought thereon, and the
         defense thereof, including, without limitation, reasonable attorneys'
         fees and costs at both the trial and appellate levels.

                  (b)      Landlord agrees to indemnify and save harmless Tenant
         from and against all claims, loss, cost, damage or expense of whatever
         nature arising from any accident, injury or damage, to the extent that
         such accident, damage or injury results from an act or omission on the
         part of Landlord or Landlord's agents or employees and occurring after
         the date of this Lease until the end of the Term of this Lease. This
         indemnity and hold harmless agreement shall include indemnity against
         all losses, costs, damages, expenses and liabilities incurred in or in
         connection with any such claim or proceeding brought thereon, and the
         defense thereof, including, without limitation, reasonable attorneys'
         fees and costs at both the trial and appellate levels.

10.2     PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force
         from the date upon which Tenant first enters the Premises for any
         reason, throughout the Term of this Lease, and thereafter so long as
         Tenant is in occupancy of any part of the Premises, a policy of
         commercial general liability and property damage insurance (including
         broad form contractual liability, independent contractor's hazard and
         completed operations coverage) under which Tenant is named as an
         insured and Landlord, Agent (and such other persons as are in privily
         of estate with Landlord as may be set out in a notice from time to
         time) are named as additional insureds, and under which the insurer
         agrees to indemnify and hold Landlord, Agent and those in privily of
         estate with Landlord, harmless from and against all cost, expense
         and/or liability arising out of or based upon any and all claims,
         accidents, injuries and damages set forth in Section 10.1. Each such
         policy shall be non-cancelable and non-amendable with respect to
         Landlord, Agent and Landlord's said designees without thirty (30) days'
         prior notice, shall be written on an "occurrence" basis, and shall be
         in at least the amounts of the Initial Public Liability Insurance
         specified in Section 1.3 or such greater amounts as Landlord shall from
         time to time request, and a duplicate original thereof shall be
         delivered to Landlord.

10.3     TENANT'S RISK. Tenant agrees to use and occupy the Premises and to use
         such other portions of the Property as Tenant is herein given the right
         to use at Tenant's own risk. Except to the extent that such claims
         arise from the negligent acts or omissions of Landlord or its agents or
         employees, neither Landlord nor Landlord's insurers shall have any
         responsibility or liability for any loss of or damage to Tenant's
         Removable Property.



                                       19
<PAGE>   20


         Tenant shall carry "all-risk" property insurance on a "replacement
         cost" basis, insuring Tenant's Removable Property and any alterations,
         additions or improvements installed by Tenant pursuant to Section 5.2,
         to the extent that the same have not become the property of Landlord,
         and other so-called improvements and betterments. The provisions of
         this Section 10.3 shall be applicable from and after the execution of
         this Lease and until the end of the Term of this Lease, and during such
         further period as Tenant may use or be in occupancy of any part of the
         Premises or of the Building.

10.4     INJURY CAUSED BY THIRD PARTIES. Except to the extent that such claims
         arise from the negligent acts or omissions of Landlord or its agents or
         employees, Tenant agrees that Landlord shall not be responsible or
         liable to Tenant, or to those claiming by, through or under Tenant, for
         any loss or damage that may be occasioned by or through the acts or
         omissions of persons occupying adjoining premises or any part of the
         premises adjacent to or connecting with the Premises or any part of the
         Property or otherwise.


                                   ARTICLE 11

                          LANDLORD'S ACCESS TO PREMISES

11.1     LANDLORD'S RIGHTS. Landlord and Agent shall have the right to enter the
         Premises at all reasonable hours for the purpose of inspecting or
         making repairs to the same, and Landlord and Agent shall also have the
         right to make access available at all reasonable hours to prospective
         or existing mortgagees, purchasers or tenants of any part of the
         Property.


                                   ARTICLE 12


                           FIRE, EMINENT DOMAIN, ETC.

12.1     ABATEMENT OF RENT. If the Premises shall be damaged by fire or
         casualty, Basic Rent and Escalation Charges payable by Tenant shall
         abate proportionately for the period in which, by reason of such
         damage, there is substantial interference with Tenant's use of the
         Premises, having regard for 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 (excluding any alterations,
         additions or improvements made by Tenant pursuant to Section 5.2) 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, Basic
         Rent and Escalation Charges 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. In no event shall Landlord have
         any liability for damages to Tenant for inconvenience, annoyance, or
         interruption of business arising from such fire, casualty or eminent
         domain.



                                       20
<PAGE>   21



12.2     LANDLORD'S RIGHT OF TERMINATION. If the Premises or the Building are
         substantially damaged by fire or casualty (the term "substantially
         damaged" meaning damage of such a character that the same cannot, in
         ordinary course, reasonably be expected to be repaired within sixty
         (60) days from the time that repair work would commence), or if any
         part of the Building is taken by any exercise of the right of eminent
         domain, 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.

12.3     RESTORATION. If this Lease shall not be terminated pursuant to Section
         12.2, Landlord shall thereafter use due diligence to restore the
         Premises (excluding any alterations, additions or improvements made by
         Tenant pursuant to Section 5.2) to proper condition for Tenant's use
         and occupation, provided that Landlord's obligation shall be limited to
         the amount of insurance proceeds available therefor. If, for any
         reason, such restoration shall not be substantially completed within
         two months after the expiration of the 90-day period referred to in
         Section 12.2 (which two-month period may be extended for such periods
         of time as Landlord is prevented from proceeding with or completing
         such restoration for any cause beyond Landlord's reasonable control,
         but in no event for more than an additional three months), Tenant shall
         have the right to terminate Lease by giving notice to Landlord thereof
         within thirty (30) days after the expiration of such period (as so
         extended) provided that such restoration is not completed within such
         period. This Lease shall cease and come to an end without further
         liability or obligation on the part of either party upon the giving of
         such notice by Tenant. Such right of termination shall be Tenant's sole
         and exclusive remedy at law or in equity for Landlord's failure so to
         complete such restoration, and time shall be of the essence with
         respect thereto.

12.4     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 such
         taking, damage or destruction, 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, and
         covenants to deliver such further assignments and assurances thereof as
         Landlord may from time to time request, and Tenant hereby irrevocably
         appoints Landlord its attorney-in-fact to execute and deliver in
         Tenant's name all such assignments and assurances. Nothing contained
         herein shall be construed to prevent Tenant from prosecuting in any
         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.

12.5     LANDLORD'S INSURANCE. Landlord agrees to maintain in full force and
         effect, during the Term of this Lease, property damage insurance with
         such deductibles and in



                                       21
<PAGE>   22


         such amounts as may from time to time be carried by reasonably prudent
         owners of similar buildings in the area in which the Property is
         located, provided that in no event shall Landlord be required to carry
         other than fire and extended coverage insurance or insurance in amounts
         greater than 80% of the actual insurable cash value of the Building
         (excluding footings and foundations). Landlord may satisfy such
         insurance requirements by including the Property in a so-called
         "blanket" insurance policy, provided that the amount of coverage
         allocated to the Property shall fulfill the foregoing requirements.

                                   ARTICLE 13

                                     DEFAULT

         13.1     TENANT'S DEFAULT.

                  (a)      If at any time subsequent to the date of this Lease
         any one or more of the following events (herein referred to as a
         "Default of Tenant") shall happen:

                           (i)      Tenant shall fail to pay the Basic Rent,
                                    Escalation Charges or additional charges
                                    hereunder when due and such failure shall
                                    continue for three (3) full Business Days
                                    after notice to Tenant from Landlord; or

                           (ii)     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; or

                           (iii)    Tenant's leasehold interest in the Premises
                                    shall be taken on execution or by other
                                    process of law directed against Tenant; or

                           (iv)     Tenant shall make an assignment for the
                                    benefit of creditors or shall be adjudicated
                                    insolvent, or shall file any petition or
                                    answer seeking any reorganization,
                                    arrangement, composition, readjustment,
                                    liquidation, dissolution or similar relief
                                    for itself under any present or future
                                    Federal, State or other statute, law or
                                    regulation for the relief of debtors (other
                                    than the Bankruptcy Code, as hereinafter
                                    defined), or shall seek or consent to or
                                    acquiesce in the appointment of any trustee,
                                    receiver or liquidator of Tenant or of all
                                    or any substantial part of its properties,
                                    or shall admit in writing its inability to
                                    pay its debts generally as they become due;
                                    or




                                       22
<PAGE>   23


                           (v)      An Event of Bankruptcy (as hereinafter
                                    defined) shall occur with respect to Tenant;
                                    or

                           (vi)     A petition shall be filed against Tenant
                                    under any law (other than the Bankruptcy
                                    Code) seeking any reorganization,
                                    arrangement, composition, readjustment,
                                    liquidation, dissolution, or similar relief
                                    under any present or future Federal, State
                                    or other statute, law or regulation and
                                    shall remain undismissed or unstayed for an
                                    aggregate of sixty (60) days (whether or not
                                    consecutive), or if any trustee,
                                    conservator, receiver or liquidator of
                                    Tenant or of all or any substantial part of
                                    its properties shall be appointed without
                                    the consent or acquiescence of Tenant and
                                    such appointment shall remain unvacated or
                                    unstayed for an aggregate of sixty (60) days
                                    (whether or not consecutive); or

                           (vii)    If: (x) Tenant shall fail to pay the Basic
                                    Rent, Escalation Charges, additional charges
                                    or other charges hereunder when due or shall
                                    fail to perform or observe any other
                                    covenant herein contained on Tenant's part
                                    to be performed or observed and Tenant shall
                                    cure any such failure within the applicable
                                    grace period set forth in clauses (i) or
                                    (ii) above; or (y) a Default of Tenant of
                                    the kind set forth in clauses (i) or (ii)
                                    above shall occur and Landlord shall, in its
                                    sole discretion, permit Tenant to cure such
                                    Default after the applicable grace period
                                    has expired and a similar failure or Default
                                    shall occur more than twice within the next
                                    365 days (whether or not such similar
                                    failure is cured within the applicable grace
                                    period);

then in any such case Landlord may terminate this Lease by notice to Tenant,
specifying a date not less than five (5) days after the giving of such notice on
which this Lease shall terminate and this Lease shall come to an end on the date
specified therein as fully and completely as if such date were the date herein
originally fixed for the expiration of the Term of this Lease, and Tenant will
then quit and surrender the Premises to Landlord, but Tenant shall remain liable
as hereinafter provided.

                  (b)      For purposes of clause (a)(v) above, an "Event of
         Bankruptcy" means the filing of a voluntary petition by Tenant, or the
         entry of an order for relief against Tenant, under Chapter 7, 11, or 13
         of the Bankruptcy Code, and the term "Bankruptcy Code" means 11 U.S.C
         ss. 101, et seq.. If an Event of Bankruptcy occurs, then the trustee of
         Tenant's bankruptcy estate or Tenant as debtor-in-possession may
         (subject to final approval of the court) assume this Lease, and may
         subsequently assign it, only if it does the following within 60 days
         after the date of the filing of the voluntary petition, the entry of
         the order for relief (or such additional time as a court of competent
         jurisdiction may grant, for cause, upon a motion made within the
         original 60-day period):

                           (i)      file a motion to assume the Lease with the
                                    appropriate court;


                                       23
<PAGE>   24



                           (ii)     satisfy all of the following conditions,
                                    which Landlord and Tenant acknowledge to be
                                    commercially reasonable:

                                    (A)      cure all Defaults of Tenant under
                                             this Lease or provide Landlord with
                                             Adequate Assurance (as defined
                                             below) that it will (x) cure all
                                             monetary Defaults of Tenant
                                             hereunder within 10 days from the
                                             date of the assumption; and (y)
                                             cure all nonmonetary Defaults of
                                             Tenant hereunder within 30 days
                                             from the date of the assumption;


                                    (B)      compensate Landlord and any other
                                             person or entity, or provide
                                             Landlord with Adequate Assurance
                                             that within 10 days after the date
                                             of the assumption, it will
                                             compensate Landlord and such other
                                             person or entity, for any pecuniary
                                             loss that Landlord and such other
                                             person or entity incurred as a
                                             result of any Default of Tenant,
                                             the trustee, or the
                                             debtor-in-possession;

                                    (C)      provide Landlord with Adequate
                                             Assurance of Future Performance (as
                                             defined below) of all of Tenant's
                                             obligations under this Lease; and

                                    (D)      deliver to Landlord a written
                                             statement that the conditions
                                             herein have been satisfied.

                  (c)      For purposes only of the foregoing paragraph (b), and
         in addition to any other requirements under the Bankruptcy Code, any
         future federal bankruptcy law and applicable case law, "Adequate
         Assurance" means at least meeting the following conditions, which
         Landlord and Tenant acknowledge to be commercially reasonable:

                           (i)      entering an order segregating sufficient
                                    cash to pay Landlord and any other person or
                                    entity under paragraph (b) above, and

                           (ii)     granting to Landlord a valid first lien and
                                    security interest (in form acceptable to
                                    Landlord) in all property comprising the
                                    Tenant's "property of the estate," as that
                                    term is defined in Section 541 of the
                                    Bankruptcy Code, which lien and security
                                    interest secures the trustee's or
                                    debtor-in-possession's obligation to cure
                                    the monetary and nonmonetary defaults under
                                    the Lease within the periods set forth in
                                    paragraph (b) above;

                  (d)      For purposes only of paragraph (b), and in addition
         to any other requirements under the Bankruptcy Code, any future federal
         bankruptcy law and applicable case law, "Adequate Assurance of Future
         Performance" means at least meeting the following conditions, which
         Landlord and Tenant acknowledge to be commercially reasonable:




                                       24
<PAGE>   25


                           (i)      the trustee or debtor-in-possession
                                    depositing with Landlord, as security for
                                    the timely payment of rent and other
                                    monetary obligations, an amount equal to the
                                    sum of two (2) months' Basic Rent plus an
                                    amount equal to two (2) months' installments
                                    on account of Operating Expenses and Taxes,
                                    computed in accordance with Articles 8 and
                                    9;

                           (ii)     the trustee or the debtor-in-possession
                                    agreeing to pay in advance, on each day that
                                    the Basic Rent is payable, the monthly
                                    installments on account of Operating
                                    Expenses and Taxes, computed in accordance
                                    with Articles 8 and 9 hereof;

                           (iii)    the trustee or debtor-in-possession
                                    providing adequate assurance of the source
                                    of the rent and other consideration due
                                    under this Lease;

                           (iv)     Tenant's bankruptcy estate and the trustee
                                    or debtor-in-possession providing Adequate
                                    Assurance that the bankruptcy estate (and
                                    any successor after the conclusion of the
                                    Tenant's bankruptcy proceedings) will
                                    continue to have sufficient unencumbered
                                    assets after the payment of all secured
                                    obligations and administrative expenses to
                                    assure Landlord that the bankruptcy estate
                                    (and any successor after the conclusion of
                                    the Tenant's bankruptcy proceedings) will
                                    have sufficient funds to fulfill Tenant's
                                    obligations hereunder; and

                  (e)      If the trustee or the debtor-in-possession assumes
         the Lease under paragraph (b) above and applicable bankruptcy law, it
         may assign its interest in this Lease only if the proposed assignee
         first provides Landlord with Adequate Assurance of Future Performance
         of all of Tenant's obligations under the Lease, and if Landlord
         determines, in the exercise of its reasonable business judgment, that
         the assignment of this Lease will not breach any other lease, or any
         mortgage, financing agreement, or other agreement relating to the
         Property by which Landlord or the Property is then bound (and Landlord
         shall not be required to obtain consents or waivers from any third
         party required under any lease, mortgage, financing agreement, or other
         such agreement by which Landlord is then bound).

                  (f)      For purposes only of paragraph (e) above, and in
         addition to any other requirements under the Bankruptcy Code, any
         future federal bankruptcy law and applicable case law, "Adequate
         Assurance of Future Performance" means at least the satisfaction of the
         following conditions, which Landlord and Tenant acknowledge to be
         commercially reasonable:

                           (i)      the proposed assignee submitting a current
                                    financial statement, audited by a certified
                                    public accountant, that allows a net worth
                                    and working capital in amounts determined in
                                    the reasonable business judgment of Landlord
                                    to be sufficient to assure the future


                                       25
<PAGE>   26


                                    performance by the assignee of Tenant's
                                    obligation under this Lease; and

                           (ii)     if requested by Landlord in the exercise of
                                    its reasonable business judgment, the
                                    proposed assignee obtaining a guarantee (in
                                    form and substance satisfactory to Landlord)
                                    from one or more persons who satisfied
                                    Landlord's standards of creditworthiness;

                  (g)      If this Lease shall have been terminated as provided
         in this Article, or if any execution or attachment shall be issued
         against Tenant or any of Tenant's property whereupon the Premises shall
         be taken or occupied by someone other than Tenant, then Landlord may
         re-enter the Premises, either by summary proceedings, ejectment or
         otherwise, and remove and dispossess Tenant and all other persons and
         any and all property from the same, as if this Lease had not been made.

                  (h)      In the event of any termination, Tenant shall pay the
         Basic Rent, Escalation Charges and other sums payable hereunder up to
         the time of such termination, and thereafter Tenant, until the end of
         what would have been the Term of this Lease in the absence of such
         termination, and whether or not the Premises shall have been relet,
         shall be liable to Landlord for, and shall pay to Landlord, as
         liquidated current damages: (x) the Basic Rent, Escalation Charges and
         other sums that would be payable hereunder if such termination had not
         occurred, less the net proceeds, if any, of any reletting of the
         Premises, after deducting all expenses in connection with such
         reletting, including, without limitation, all repossession costs,
         brokerage commissions, legal expenses, attorneys' fees, advertising,
         expenses of employees, alteration costs and expenses of preparation for
         such reletting; and (y) if, in accordance with Section 3.1(a), Tenant
         commenced payment of the full amount of Basic Rent on any day other
         than the Commencement Date, the amount of Basic Rent that would have
         been payable during the period beginning on the Commencement Date and
         ending on the day Tenant commenced payment of the full amount of Basic
         Rent under such Section 3.1(a). Tenant shall pay the portion of such
         current damages referred to in clause (x) above to Landlord monthly on
         the days which the Basic Rent would have been payable hereunder if this
         Lease had not been terminated, and Tenant shall pay the portion of such
         current damages referred to in clause (y) above to Landlord upon such
         termination.

                  (i)      At any time after such termination, whether or not
         Landlord shall have collected any such current damages, as liquidated
         final damages and in lieu of all such current damages beyond the date
         of such demand, at Landlord's election Tenant shall pay to Landlord an
         amount equal to the excess, if any, of the Basic Rent, Escalation
         Charges and other sums as hereinbefore provided which would be payable
         hereunder from the date of such demand assuming that, for the purposes
         of this paragraph, annual payments by Tenant on account of Taxes and
         Operating Expenses would be the same as the payments required for the
         immediately preceding Operating or Tax Year for what would be the then
         unexpired Term of this Lease if the same remained in effect, over the
         then fair net rental value of the Premises for the same period.




                                       26
<PAGE>   27


                  (j)      In case of any Default by Tenant, re-entry,
         expiration and dispossession by summary proceedings or otherwise,
         Landlord may (i) re-let the Premises or any part or parts thereof,
         either in the name of Landlord or otherwise, 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 of this
         Lease and may grant concessions or free rent to the extent that
         Landlord considers advisable and necessary to re-let the same and (ii)
         may make such reasonable alterations, repairs and decorations in the
         Premises as Landlord in its sole judgment considers advisable and
         necessary for the purpose of reletting the Premises; and the making of
         such alterations, repairs and decorations shall not operate or be
         construed to release Tenant from liability hereunder as aforesaid.
         Landlord shall in no event be liable in any way whatsoever for failure
         to re-let the Premises, or, in the event that the Premises are re-let,
         for failure to collect the rent under such re-letting. Tenant hereby
         expressly waives any and all rights of redemption granted by or under
         any present or future laws in the event of Tenant being evicted or
         dispossessed, or in the event of Landlord obtaining possession of the
         Premises, by reason of the violation by Tenant of any of the covenants
         and conditions of this Lease.

                  (k)      If a Guarantor of this Lease is named in Section 1.2,
         the happening of any of the events described in paragraphs
         (a)(iv)-(a)(vi) of this Section 13.1 with respect to the Guarantor
         shall constitute a Default of Tenant hereunder.

                  (l)      The specified remedies to which Landlord may resort
         hereunder are not intended to be exclusive of any remedies or means of
         redress to which Landlord may at any time be entitled lawfully, and
         Landlord may invoke any remedy (including the remedy of specific
         performance) allowed at law or in equity as if specific remedies were
         not herein provided for.

                  (m)      All costs and expenses incurred by or on behalf of
         Landlord (including, without limitation, attorneys' fees and expenses
         at both the trial and appellate levels) in enforcing its rights
         hereunder or occasioned by any Default of Tenant shall be paid by
         Tenant.

13.2     LANDLORD'S DEFAULT. Landlord shall in no event be in default in the
         performance of any of Landlord's obligations hereunder unless and until
         Landlord shall have failed to perform such obligations within thirty
         (30) days, or if such failure is of such a nature that Landlord cannot
         reasonably remedy the same within such thirty (30) day period, Landlord
         shall fail to commence promptly (and in any event within such thirty
         (30) day period) to remedy the same and to prosecute such remedy to
         completion with diligence and continuity.



                                   ARTICLE 14

                            MISCELLANEOUS PROVISIONS

14.1     EXTRA HAZARDOUS USE. Tenant covenants and agrees that Tenant will not
         do or permit anything to be done in or upon the Premises, or bring in
         anything or keep anything



                                       27
<PAGE>   28


                  therein, which shall increase the rate of property or
                  liability insurance on the Premises or the Property above
                  the standard rate applicable to Premises being occupied for
                  Permitted Uses; and Tenant further agrees that, in the event
                  that Tenant shall do any of the foregoing, Tenant will
                  promptly pay to Landlord, on demand, any such increase
                  resulting therefrom, which shall be due and payable as an
                  additional charge hereunder.

                  14.2     WAIVER.

                           (a)      Failure on the part of Landlord or Tenant
                  to complain of any action or non-action on the part of the
                  other, no matter how long the same may continue, shall never
                  be a waiver by Tenant or Landlord, respectively, of any of
                  the other's rights hereunder. Further, no waiver at any time
                  of any of the provisions hereof by Landlord or Tenant shall
                  be construed as a waiver of any of the other provisions
                  hereof, and a waiver at any time of any of the provisions
                  hereof shall not be construed as a waiver at any subsequent
                  time of the same provisions. The consent or approval of
                  Landlord or Tenant to or of any action by the other
                  requiring such consent or approval shall not be construed to
                  waive or render unnecessary Landlord's or Tenant's consent
                  or approval to or of any subsequent similar act by the other.

                           (b)      No payment by Tenant, or acceptance by
                  Landlord, of a lesser amount than shall be due from Tenant to
                  Landlord shall be treated otherwise than as a payment on
                  account of the earliest installment of any payment due from
                  Tenant under the provisions hereof. The acceptance by Landlord
                  of a check for a lesser amount with an endorsement or
                  statement thereon, or upon any letter accompanying such check,
                  that such lesser amount is payment in full, shall be given no
                  effect, and Landlord may accept such check without prejudice
                  to any other rights or remedies which Landlord may have
                  against Tenant.

         14.3     COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and
                  provisions of this Lease, on payment of the Basic Rent and
                  Escalation Charges and observing, keeping and performing all
                  of the other terms and provisions of this Lease on Tenant's
                  part to be observed, kept and performed, shall lawfully,
                  peaceably and quietly have, hold, occupy and enjoy the
                  Premises during the term hereof, without hindrance or ejection
                  by any persons lawfully claiming under Landlord to have title
                  to the Premises superior to Tenant; the foregoing covenant of
                  quiet enjoyment is in lieu of any other covenant, express or
                  implied.

         14.4     LANDLORD'S LIABILITY.

                           (a)      Tenant specifically agrees to look solely to
                  Landlord's then equity interest in the Property at the time
                  owned, for recovery of any judgment from Landlord; it being
                  specifically agreed that Landlord (original or successor)
                  shall never be personally liable for any such judgment, or for
                  the payment of any monetary obligation to Tenant. The
                  provision contained in the foregoing sentence is not intended
                  to, and shall not, limit any right that Tenant might otherwise
                  have to obtain injunctive relief against Landlord or
                  Landlord's successors in interest, or to take any action not
                  involving the personal liability



                                       28
<PAGE>   29


                  of Landlord (original or successor) to respond in monetary
                  damages from Landlord's assets other than Landlord's equity
                  interest in the Property.

                           (b)      With respect to any services or utilities to
                  be furnished by Landlord to Tenant, Landlord shall in no event
                  be liable for failure to furnish the same when prevented from
                  doing so by strike, lockout, breakdown, accident, order or
                  regulation of or by any governmental authority, or failure of
                  supply, or failure whenever and for so long as may be
                  necessary by reason of the making of repairs or changes which
                  Landlord is required or is permitted by this Lease or by law
                  to make or in good faith deems necessary, or inability by the
                  exercise of reasonable diligence to obtain supplies, parts or
                  employees necessary to furnish such services, or because of
                  war or other emergency, or for any other cause beyond
                  Landlord's reasonable control, or for any cause due to any act
                  or neglect of Tenant or Tenant's servants, agents, employees,
                  licensees or any person claiming by, through or under Tenant,
                  nor shall any such failure give rise to any claim in Tenant's
                  favor that Tenant has been evicted, either constructively or
                  actually, partially or wholly.

                           (c)      In no event shall Landlord ever be liable to
                  Tenant for any loss of business or any other indirect or
                  consequential damages suffered by Tenant from whatever cause.

                           (d)      Where provision is made in this Lease for
                  Landlord's consent and Tenant shall request such consent and
                  Landlord shall fail or refuse to give such consent, Tenant
                  shall not be entitled to any damages for any withholding by
                  Landlord of its consent, it being intended that Tenant's sole
                  remedy shall be an action for specific performance or
                  injunction, and that such remedy shall be available only in
                  those cases where Landlord has expressly agreed in writing not
                  to unreasonably withhold its consent. Furthermore, whenever
                  Tenant requests Landlord's consent or approval (whether or not
                  provided for herein), Tenant shall pay to Landlord, on demand,
                  as an additional charge, any expenses incurred by Landlord
                  (including without limitation legal fees and costs, if any) in
                  connection therewith.

                           (e)      With respect to any repairs or restoration
                  which are required or permitted to be made by Landlord, the
                  same may be made during normal business hours and Landlord
                  shall have no liability for damages to Tenant for
                  inconvenience, annoyance or interruption of business arising
                  therefrom.


         14.5     NOTICE TO MORTGAGEE OR GROUND LESSOR. After receiving notice
                  from any person, firm or other entity that it holds a mortgage
                  or a ground lease which includes the Premises, no notice from
                  Tenant to Landlord alleging any default by Landlord shall be
                  effective unless and until a copy of the same is given to such
                  holder or ground lessor (provided Tenant shall have been
                  furnished with the name and address of such holder or ground
                  lessor), and the curing of any of Landlord's defaults by such
                  holder or ground lessor shall be treated as performance by
                  Landlord. Landlord hereby gives Tenant notice that the holder
                  of a mortgage on the Property as of the date hereof is IDS
                  Life Insurance Company, 733 Marquette Avenue, Minneapolis, MN
                  55402, Attn: RELM Unit #401.


                                       29
<PAGE>   30



         14.6     ASSIGNMENT OF RENTS AND TRANSFER OF TITLE.

                  (a)      With reference to any assignment by Landlord of
         Landlord's interest in this Lease, or the rents payable hereunder,
         conditional in nature or otherwise, which assignment is made to the
         holder of a mortgage on property which includes the Premises, Tenant
         agrees that the execution thereof by Landlord, and the acceptance
         thereof by the holder of such mortgage shall never be treated as an
         assumption by such holder of any of the obligations of Landlord
         hereunder unless such holder shall, by notice sent to Tenant,
         specifically otherwise elect and that, except as aforesaid, such holder
         shall be treated as having assumed Landlord's obligations hereunder
         only upon foreclosure of such holder's mortgage and the taking of
         possession of the Premises.

                  (b)      In no event shall the acquisition of Landlord's
         interest in the Property by a purchaser which, simultaneously
         therewith, leases Landlord's entire interest in the Property back to
         the seller thereof be treated as an assumption by operation of law or
         otherwise, of Landlord's obligations hereunder, but Tenant shall look
         solely to such seller-lessee, and its successors from time to time in
         title, for performance of Landlord's obligations hereunder. In any such
         event, this Lease shall be subject and subordinate to the lease to such
         purchaser. For all purposes, such seller-lessee, and its successors in
         title, shall be the Landlord hereunder unless and until Landlord's
         position shall have been assumed by such purchaser-lessor.

                  (c)      Except as provided in paragraph (b) of this Section,
         in the event of any transfer of title to the Property by Landlord,
         Landlord shall thereafter be entirely freed and relieved from the
         performance and observance of all covenants and obligations hereunder.

14.7     RULES AND REGULATIONS. Tenant shall abide by rules and regulations from
         time to time established by Landlord, it being agreed that such rules
         and regulations will be established and applied by Landlord in a
         non-discriminatory fashion, such that all rules and regulations shall
         be generally applicable to other tenants, of similar nature to the
         Tenant named herein, of the Building. Landlord agrees to use reasonable
         efforts to insure that any such rules and regulations are uniformly
         enforced, but Landlord shall not be liable to Tenant for violation of
         the same by any other tenant or occupant of the Building, or persons
         having business with them. In the event that there shall be a conflict
         between such rules and regulations and the provisions of this Lease,
         the provisions of this Lease shall control. Rules and Regulations
         currently in effect are set forth in Exhibit B.

14.8     ADDITIONAL CHARGES. If Tenant shall fail to pay when due any sums under
         this Lease designated as an Escalation Charge or additional charge,
         Landlord shall have the same rights and remedies as Landlord has
         hereunder for failure to pay Basic Rent.

14.9     INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this
         Lease, or the application thereof to any person or circumstance shall,
         to any extent, be invalid or unenforceable, the remainder of this
         Lease, or the application of such term or provision to persons or
         circumstances other than those as to which it is held invalid or
         unenforceable, shall not be affected thereby, and each term and
         provision of this Lease shall be valid and be enforced to the fullest
         extent permitted by law.



                                       30
<PAGE>   31


14.10    PROVISIONS BINDING, ETC. Except as herein otherwise provided, the terms
         hereof shall be binding upon and shall inure to the benefit of the
         successors and assigns, respectively, of Landlord and Tenant (except in
         the case of Tenant, only such assigns as may be permitted hereunder)
         and, if Tenant shall be an individual, upon and to his heirs,
         executors, administrators, successors and permitted assigns. Each term
         and each provision of this Lease to be performed by Tenant shall be
         construed to be both a covenant and a condition. The reference
         contained to successors and assigns of Tenant is not intended to
         constitute a consent to assignment by Tenant, but has reference only to
         those instances in which Landlord may later give consent to a
         particular assignment as required by those provisions of Article 6
         hereof.

14.11    RECORDING. Tenant agrees not to record this Lease, but, if the Term of
         this Lease (including any extended term) is seven (7) years or longer,
         each party hereto agrees, on the request of the other, to execute a
         so-called notice of lease in recordable form and complying with
         applicable law and reasonably satisfactory to Landlord's attorneys. In
         no event shall such document set forth the rent or other charges
         payable by Tenant under this Lease; and any such document shall
         expressly state that it is executed pursuant to the provisions
         contained in this Lease, and is not intended to vary the terms and
         conditions of this Lease.

14.12    NOTICES. Whenever, by the terms of this Lease, notices shall or may be
         given either to Landlord or to Tenant, such notice shall be in writing
         and shall be sent by registered or certified mail, postage prepaid,
         return receipt requested:

         If intended for Landlord, addressed to Landlord at Landlord's Original
         Address and marked: "Attention: Mr. Andrew Paul" with a copy to Stephen
         T. Langer, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
         One Financial Center, Boston, MA 02111 (or to such other address or
         addresses as may from time to time hereafter be designated by Landlord
         by like notice).

         If intended for Tenant, addressed to Tenant at Tenant's Original
         Address until the Commencement Date and thereafter to the Premises, (or
         to such other address or addresses as may from time to time hereafter
         be designated by Tenant by like notice).

         All such notices shall be effective when deposited in the United States
         Mail within the Continental United States, provided that the same are
         received in ordinary course at the address to which the same were sent.

14.13    WHEN LEASE BECOMES BINDING; TENANT'S REPRESENTATION. The submission of
         this document for examination and negotiation does not constitute an
         offer to lease, or a reservation of, or option for, the Premises, and
         this document shall become effective and binding only upon the
         execution and delivery hereof by both Landlord and Tenant. All
         negotiations, considerations, representations and understandings
         between Landlord and Tenant are incorporated herein and this Lease
         expressly supersedes any proposals or other written documents relating
         hereto. This Lease may be modified or altered only by written agreement
         between Landlord and Tenant, and no act or omission of any employee or
         agent of Landlord shall alter, change or modify any of the provisions



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         hereof. As a material inducement to Landlord to enter into this Lease,
         Tenant hereby represents and warrants to Landlord that Tenant is not a
         political subdivision of the State of Ohio, or an authority,
         instrumentality, or municipality of the State of Ohio or a corporation
         or other entity in which any of the foregoing described entities own or
         control fifty percent (50%) or more of the stock or other evidence of
         ownership.

14.14    PARAGRAPH HEADINGS AND INTERPRETATION OF SECTIONS. The paragraph
         headings throughout this instrument are for convenience and reference
         only, and the words contained therein shall in no way be held to
         explain, modify, amplify or aid in the interpretation, construction or
         meaning of the provisions of this Lease. The provisions of this Lease
         shall be construed as a whole, according to their common meaning
         (except where a precise legal interpretation is clearly evidenced), and
         not for or against either party. Use in this Lease of the words
         `including, "such as" or words of similar import, when followed by any
         general term, statement or matter, shall not be construed to limit such
         term, statement or matter to the specified item(s), whether or not
         language of non-limitation, such as "without limitation" or "including,
         but not limited to," or words of similar import, are used with
         reference thereto, but rather shall be deemed to refer to all other
         terms or matters that could fall within a reasonably broad scope of
         such term, statement or matter.

14.15    RIGHTS OF MORTGAGEE OR GROUND LESSOR. This Lease shall be subordinate
         to any mortgage or ground lease from time to time encumbering the
         Premises, whether executed and delivered prior to or subsequent to the
         date of this Lease, if the holder of such mortgage or ground lease
         shall so elect. If this Lease is subordinate to any mortgage or ground
         lease and the holder thereof (or successor) shall succeed to the
         interest of Landlord, at the election of such holder (or successor)
         Tenant shall attorn to such holder and this Lease shall continue in
         full force and effect between such holder (or successor) and Tenant.
         Tenant agrees to execute such instruments of subordination or
         attornment in confirmation of the foregoing agreement as such holder
         may request, and Tenant hereby appoints such holder as Tenant's
         attorney-in-fact to execute such subordination or attornment agreement
         upon default of Tenant in complying with such holder's request. In no
         event shall the holder of any mortgage or ground lease ever: (A) be
         liable for any act or omission of Landlord hereunder occurring prior to
         such holder's succession to Landlord's interest hereunder; or (B) be
         subject to any defense or offset accruing in favor of the Tenant
         against Landlord prior to such holder's succession to Landlord's
         interest hereunder; or (C) be bound by any modification of this Lease
         made without such holder's written consent or by any prepayment of more
         than one month's rent.

14.16    STATUS REPORT. Recognizing that both parties may find it necessary to
         establish to third parties, such as accountants, banks, mortgagees,
         ground lessors, or the like, the then current status of performance
         hereunder, either party, on the request of the other made from time to
         time, will promptly furnish to Landlord, or the holder of any mortgage
         or ground lease encumbering the Premises, or to Tenant, as the case may
         be, a statement of the status of any matter pertaining to this Lease,
         including, without limitation, acknowledgments that (or the extent to
         which) each party is in compliance with its obligations under the terms
         of this Lease.



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14.17    SECURITY DEPOSIT. If, in Section 1.2 hereof, a security deposit is
         specified, Tenant agrees that the same will be paid upon execution and
         delivery of this Lease, and that Landlord shall hold the same
         throughout the Term of this Lease as security for the performance by
         Tenant of all obligations on the part of Tenant hereunder. Landlord
         shall have the right from time to time without prejudice to any other
         remedy Landlord may have on account thereof, to apply such deposit, or
         any part thereof, to Landlord's damages arising from, or to cure, any
         Default of Tenant. If Landlord shall so apply any or all of such
         deposit, Tenant shall immediately deposit with Landlord the amount so
         applied to be held as security hereunder. There then existing no
         Default of Tenant (nor any circumstance which, with the passage of time
         or the giving of notice, or both, would constitute a Default of
         Tenant), Landlord shall return the deposit, or so much thereof as shall
         have theretofore not been applied in accordance with the terms of this
         Section 14.17, to Tenant on the expiration or earlier termination of
         the Term of this Lease and surrender of possession of the Premises by
         Tenant to Landlord at such time. While Landlord holds such deposit,
         Landlord shall have no obligation to pay interest on the same and shall
         have the right to commingle the same with Landlord's other funds. If
         Landlord conveys Landlord's interest under this Lease, the deposit, or
         any part thereof not previously applied, may be turned over by Landlord
         to Landlord's grantee, and, if so turned over, Tenant agrees to look
         solely to such grantee for proper application of the deposit in
         accordance with the terms of this Section 14.17, and the return thereof
         in accordance herewith. The holder of a mortgage shall not be
         responsible to Tenant for the return or application of any such
         deposit, whether or not it succeeds to the position of Landlord
         hereunder, unless such deposit shall have been received in hand by such
         holder.

14.18    REMEDYING DEFAULTS. Landlord shall have the right, but shall not be
         required, to pay such sums or do any act which requires the expenditure
         of monies which may be necessary or appropriate by reason of the
         failure or neglect of Tenant to perform any of the provisions of this
         Lease, and in the event of the exercise of such right by Landlord,
         Tenant agrees to pay to Landlord forthwith upon demand all such sums,
         together with interest thereon at a rate equal to 3% over the base rate
         in effect from time to time at Fleet Bank, N.A. (but in no event less
         than 18% per annum), as an additional charge. Any payment of Basic
         Rent, Escalation Charges or other sums payable hereunder not paid when
         due shall, at the option of Landlord, bear interest at a rate equal to
         3% over the base rate in effect from time to time at Fleet Bank, N. A.
         (but in no event less than 18% per annum) from the due date thereof and
         shall be payable forthwith on demand by Landlord, as an additional
         charge.

14.19    HOLDING OVER. Any holding over by Tenant after the expiration of the
         term of this Lease shall be treated as a daily tenancy at sufferance at
         a rate equal to 3 times the Basic Rent then in effect plus Escalation
         Charges and other charges herein provided (prorated on a daily basis).
         Tenant shall also pay to Landlord all damages, direct and/or indirect,
         sustained by reason of any such holding over. Otherwise, such holding
         over shall be on the terms and conditions set forth in this Lease as
         far as applicable. The Landlord may, but shall not be required to, and
         only on written notice to Tenant after the expiration of the Term
         hereof, elect to treat such holding over as a renewal of one (1) year,
         to be on the terms and conditions set forth in this Paragraph 14.19.




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14.20    WAIVER OF SUBROGATION. Insofar as, and to the extent that, the
         following provision shall not make it impossible to secure insurance
         coverage obtainable from responsible insurance companies doing business
         in the locality in which the Property is located (even though extra
         premium may result therefrom) Landlord and Tenant: (i) mutually agree
         that, with respect to any damage to property, the loss from which is
         covered by insurance then being carried by them, respectively, the one
         carrying such insurance and suffering such loss releases the other of
         and from, and forever waives, any and all claims with respect to such
         loss, but only to the extent of the limits of insurance carried with
         respect thereto, less the amount of any deductible; and (ii) mutually
         agree that any property damage insurance carried by either shall
         provide for the waiver by the insurance carrier of any right of
         subrogation against the other.

14.21    SURRENDER OF PREMISES. Upon the expiration or earlier termination of
         the Term of this Lease, Tenant shall peaceably quit and surrender to
         Landlord the Premises in neat and clean condition and in good order,
         condition and repair, together with all alterations, additions and
         improvements which may have been made or installed in, on or to the
         Premises prior to or during the Term of this Lease, excepting only
         ordinary wear and use and damage by fire or other casualty for which,
         under other provisions of this Lease, Tenant has no responsibility of
         repair or restoration. Tenant shall remove all of Tenant's Removable
         Property and, to the extent specified by Landlord, all alterations and
         additions made by Tenant and all partitions wholly within the Premises
         unless installed initially by Landlord in preparing the Premises for
         Tenant's occupancy; and shall repair any damages to the Premises or the
         Building caused by such removal. Any Tenant's Removable Property which
         shall remain in the Building or on the Premises after the expiration or
         termination of the Term of this Lease shall be deemed conclusively to
         have been abandoned, and either may be retained by Landlord as its
         property or may be disposed of in such manner as Landlord may see fit,
         at Tenant's sole cost and expense.

14.22    SUBSTITUTE SPACE; DEMOLITION.

                  (a)      If Landlord so requests, Tenant shall vacate the
         Premises and relinquish its rights with respect to the same provided
         that Landlord shall provide to Tenant substitute space in the Building,
         such space to be reasonably comparable in size, layout, finish and
         utility to the Premises, and further provided that Landlord shall, at
         its sole cost and expense, move Tenant and its Removable Property from
         the Premises to such new space, during other than Tenant's normal
         business hours (i.e., between 5:00 p.m. and 8:00 a.m. on weekdays, or
         on a weekend or holiday), and in such manner as will minimize, to the
         greatest extent practicable, undue interference with, or interruption
         of, the business or operations of Tenant. Upon Tenant's relocation to
         such new premises, and provided that at such time there exists no
         Default of Tenant (nor any event or circumstance which, with the
         passage of time or the giving of notice, would constitute a Default of
         Tenant), Landlord shall grant to Tenant a rent credit equal to two (2)
         months' Basic Rent (excluding the Estimated Electricity Payment, which
         Tenant shall continue to pay). Any such substitute space shall, from
         and after such relocation, be treated as the Premises




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<PAGE>   35


         demised under this Lease, and shall be occupied by Tenant under the
         same terms, provisions and conditions as are set forth in this Lease.

                  (b)      Notwithstanding any provision of this Lease to the
         contrary, in the event that Landlord desires to substantially remodel
         or rehabilitate the Building, and in connection therewith Landlord
         intends to demolish the Building or the interior thereof, then Landlord
         shall have the right to terminate the Lease by giving Tenant notice
         thereof, which notice shall set forth a date (the "Termination Date"),
         which shall be not less than six (6) months after the date of such
         notice, on which the Lease shall terminate. Such notice shall in no
         event be given sooner than nine (9) months prior to the date on which
         Landlord intends in good faith to commence such demolition. If Landlord
         shall give any such notice, then upon the Termination Date, this Lease
         shall terminate with the same force and effect as if such Date were the
         date originally set forth therein as the expiration date thereof, and
         Tenant shall vacate and deliver the Premises to Landlord as provided in
         Section 14.21 of this Lease.

14.23    BROKERAGE. Tenant warrants and represents that Tenant has dealt with no
         broker in connection with the consummation of this Lease other than
         Broker, and, in the event of any brokerage claims against Landlord
         predicated upon prior dealings with Tenant, Tenant agrees to defend the
         same and indemnify Landlord against any such claim (except any claim by
         Broker, which will be paid by Landlord).

14.24    GOVERNING LAW. This Lease shall be governed exclusively by the
         provisions hereof and by the laws of the Commonwealth of Massachusetts
         as the same may from time to time exist.

         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: OTR, an Ohio General Partnership


                                    By:  /s/ Matthew J. Vulanjch
                                         ------------------------------------
                                         Hereunto Duly Authorized
                                         Matthew J. Vulanjch
                                         Director, Eastern Region - Real Estate


                                    TENANT:   Beacon Education Management,
                                              LLC


                                    By:  /s/ W. R. DeLoache, Jr.
                                       --------------------------------------
                                    Name:       W. R. DeLoache, Jr.
                                         ------------------------------------
                                                Manager/Member


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