EXHIBIT 10.14  LEASE  BETWEEN  CALIPER LIFE SCIENCES, INC., AS TENANT  AND  BCIA NEW ENGLAND HOLDINGS LLC, AS LANDLORD   68 and 78 Elm Street, Hopkinton,
Massachusetts


TABLE OF CONTENTS  PAGEARTICLE1BASIC DATA;
  DEFINITIONS
  11.1
  Basic
  Data
  11.2
  Enumeration
  of Exhibits
  5ARTICLE
  2 PREMISES, APPURTENANT RIGHTS AND RESERVATIONS
  52.1
  Lease
  of Premises
  52.2
  Appurtenant
  Rights and Landlord Reservations
  62.3
  Security
  72.4
  Elm
  Parcel Right of First Offer
  72.5
  Tenant
  Access
  8ARTICLE
  3 BASIC RENT
  83.1
  Payment
  8ARTICLE
  4 TERM COMMENCEMENT DATE/EXTENSION TERMS
  84.1
  Term
  Commencement Date
  84.2
  Extension
  Option
  9ARTICLE
  5 CONDITION OF PREMISES
  105.1
  Preparation
  of the Premises
  105.2
  Landlords
  Work
  105.3
  Landlords
  Contribution
  115.4
  Condition
  of Premises
  125.5
  Swing
  Space
  12ARTICLE
  6 USE OF PREMISES
  126.1
  Permitted
  Use
  126.2
  Signage
  126.3
  Other
  Requirements
  136.4
  Extra
  Hazardous Use
  136.5
  Hazardous
  Materials
  13ARTICLE
  7 INSTALLATIONS AND ALTERATIONS BY TENANT
  157.1
  General
  157.2
  Requirements
  for Alterations
  157.3
  Tenants
  Removable Property
  157.4
  Liability;
  Mechanics Liens
  157.5
  Intentionally
  Omitted
  167.6
  Telecommunications
  167.7
  Building
  Expansions
  16ARTICLE
  8 ASSIGNMENT AND SUBLETTING
  188.1
  Prohibition
  18  i


8.2
  Additional
  Events Deemed to be Assignment/Sublet
  198.3
  Provisions
  Incorporated Into Sublease
  198.4
  Collection
  of Rent
  208.5
  Excess
  Payments
  208.6
  Payment
  of Landlords Costs
  208.7
  Conditions
  to Effectiveness of Assignment/Sublet
  21ARTICLE
  9 MAINTENANCE, REPAIRS AND REPLACEMENTS
  219.1
  Landlords
  Obligations
  219.2
  Tenants
  Obligations
  22ARTICLE
  10 UTILITIES AND OTHER SERVICES
  2310.1
  Heating,
  Ventilation and Air-Conditioning
  2310.2
  Utilities
  23ARTICLE
  11 REAL ESTATE TAXES
  2511.1
  Payments
  on Account of Real Estate Taxes
  2511.2
  Abatement
  26ARTICLE
  12 OPERATING EXPENSES
  2612.1
  Definitions
  2612.2
  Tenants
  Payment of Operating Expenses
  2712.3
  Triple
  Net Lease
  28ARTICLE
  13 INDEMNITY AND INSURANCE
  2813.1
  Tenants
  Indemnity
  2813.2
  Tenants
  Insurance
  2913.3
  Waiver
  of Subrogation
  3013.4
  Landlord
  Insurance
  30ARTICLE
  14 FIRE, EMINENT DOMAIN, ETC.
  3114.1
  Landlords
  Right of Termination
  3114.2
  Restoration;
  Tenants Right of Termination
  3214.3
  Abatement
  of Rent
  3214.4
  Condemnation
  Award
  32ARTICLE
  15 ADDITIONAL COVENANTS
  3315.1
  Tenant
  3315.2
  Landlord
  3315.3
  As
  to Both Parties
  34ARTICLE
  16 HOLDING OVER; SURRENDER
  3416.1
  Holding
  Over
  3416.2
  Surrender
  of Premises
  34ARTICLE
  17 RIGHTS OF MORTGAGEES
  3517.1
  Rights
  of Mortgagees
  3517.2
  Assignment
  of Rents
  35  ii


17.3
  Notice
  to Holder
  36ARTICLE
  18 LETTER OF CREDIT/SECURITY DEPOSIT
  3618.1
  Letter
  of Credit
  3618.2
  Security
  Deposit
  3718.3
  Application
  of Security Deposit
  3718.4
  Intentionally
  Omitted
  38ARTICLE
  19 DEFAULT; REMEDIES
  3819.1
  Tenants
  Default
  3819.2
  Landlords
  Remedies
  4019.3
  Additional
  Rent
  4219.4
  Remedies
  Cumulative
  4219.5
  Attorneys
  Fees
  4219.6
  Waiver
  4219.7
  Landlords
  Default
  4319.8
  Tenants
  Remedies
  4319.9
  Landlords
  Liability
  43ARTICLE
  20 MISCELLANEOUS PROVISIONS
  4420.1
  Brokerage
  4420.2
  Invalidity
  of Particular Provisions
  4420.3
  Provisions
  Binding, Etc.
  4420.4
  Notice
  4420.5
  When
  Lease Becomes Binding; Entire Agreement; Modification
  4520.6
  Headings
  and Interpretation of Sections
  4520.7
  Waiver
  of Jury Trial
  4520.8
  Time
  Is of the Essence
  4520.9
  Multiple
  Counterparts
  4620.10
  Governing
  Law
  4620.11
  Condominium
  46  iii


LEASE  THIS
LEASE is dated as of April 25, 2005 between the Landlord and the Tenant
named below, and is of space in the Buildings described below.  ARTICLE 1BASIC DATA; DEFINITIONS  1.1          Basic
Data. Each
reference in this Lease to any of the following terms shall be construed to
incorporate the data for that term set forth in this Section:  Landlord:BCIA New England Holdings LLC, a Delaware limited liability company.  Landlords Address:c/o CrossHarbor Capital Partners LLC, One Boston Place, Boston,
Massachusetts 02108.  Landlords Managing Agent:BCIA Property Management LLC, or such other
person or entity from time to time designated by Landlord.  Tenant:Caliper Life Sciences, Inc., a Delaware corporation.  Tenants Address:68 Elm Street, Hopkinton, Massachusetts 01748.  Building No. 68:The building commonly known and numbered as
68 Elm Street, Hopkinton, Massachusetts, as shown on the site plan attached
hereto as Exhibit A,
as the same may be expanded by Expansions.  Building No. 68 Rentable Area:Agreed to be 40,800 rentable square feet on
the date hereof.  Building No. 78:The building commonly known and numbered as
78 Elm Street, Hopkinton, Massachusetts, as shown on the site plan attached
hereto as Exhibit A,
as the same may be expanded by Expansions.  Building No. 78 Rentable Area:Agreed to be 76,114 rentable square feet on
the date hereof.  Buildings:Collectively, Building No. 68 and Building No. 78, agreed to
contain 116,914 rentable square feet on the date hereof (each, a Building).  Land:The
parcels of land upon which Building No. 68 and Building No. 78 and
their respective parking areas are situated, respectively shown cross-hatched
and labeled on Exhibit Aas
68 Elm Parcel and 78 Elm Parcel.  Property:The Land together with the Buildings and other improvements thereon.  Initial Premises:Building No. 68 and Building No. 78.


Premises:The Initial Premises, together with any Expansions which may be added
thereto from time to time upon exercise of Tenants rights under Section 7.7,and together with the Swing Space during any
period of use of the same by Tenant.  Expansion and Expansions:As defined in Section 7.7.  Premises Rentable Area:Agreed to be 116,914 rentable square feet, as
the same may be increased from time to time to reflect any Expansions.  Park:Parcel
A as shown on the site plan attached hereto as Exhibit A, together with all improvements thereon and
all driveways, roads, drainage, utilities or other facilities appurtenant to or
serving the same.  Basic Rent:The Basic Rent prorated at the beginning and end of the Term if
appropriate pursuant to Section 3.1for the Initial Term is as follows:  RENTAL PERIOD
  
  ANNUAL BASIC RENT
  
  MONTHLY
  PAYMENTFrom the Term Commencement Date through
  December 31, 2005.
  
  The Annual Basic Rent under the Prior Leases, the provisions of which
  are incorporated herein by this reference for such purpose
  
  The monthly payment of Basic Rent under the Prior LeasesFrom January 1, 2006 through
  June 30, 2008.
  
  $1,227,597.00
  
  $102,299.75July 1, 2008 through December 31,
  2011.
  
  $1,490,653.50
  
  $124,221.13January 1, 2012 through the Initial
  Expiration Date.
  
  $1,607,567.50
  
  $133,963.96  If
Tenant exercises the First Extension Option as provided inSection 4.2hereof, then the Basic Rent for the First
Extension Term shall be the greater of (i) $13.75 multiplied by the rentable
square feet of the Premises Rentable Area as of the end of the Initial Term
(but in no event less than 116,914 rentable square feet) and (ii) the First Extension Term Fair
Market Rent,meaning the
Basic Rent as determined: (A) by agreement between Landlord and Tenant no
later than thirty (30) days after Tenants timely exercise of the First
Extension Option, provided that if Landlord and Tenant shall not have agreed
upon the First Extension Term Fair Market Rent by said date as aforesaid (an Impasse),then First Extension Term Fair Market Rent for the First Extension Term
shall be fixed by means of an Appraisers Determination as more particularly
described in Exhibit F
hereto.  2


If
Tenant exercises the Second Extension Option as provided inSection 4.2hereof, then the Basic Rent for the Second
Extension Term shall be the greater of (i) the Annual Basic Rent in effect
immediately prior to the expiration of the First Extension Term on a per
rentable square foot basis multiplied by the number of rentable square feet of
Premises Rentable Area as of the end of the First Extension Term (but in no
event less than 116,914 rentable square feet), and (ii) the Second Extension Term Fair Market Rent,meaning the Basic Rent as determined: (A) by
agreement between Landlord and Tenant no later than thirty (30) days after
Tenants timely exercise of the Second Extension Option, provided that if
Landlord and Tenant have reached an Impasse with respect to the determination
of the Second Extension Term Fair Market Rent, then Second Extension Term Fair
Market Rent for the Second Extension Term shall be fixed by means of an
Appraisers Determination as more particularly described in Exhibit F hereto.  Additional Rent:All charges and sums which Tenant is
obligated to pay to Landlord pursuant to the provisions of this Lease, other
than and in addition to Basic Rent.  Rent:Basic Rent and Additional Rent.  Tenants Proportionate Share:One hundred percent (100%) (which is based on
the ratio of the agreed upon (a) Premises Rentable Area to (b) Building
Rentable Area).  Security Deposit:Any sum, including without limitation, the
unapplied proceeds of any Letter of Credit delivered to Landlord, from time to
time, to secure the payment and performance of Tenants obligations under this
Lease.  Letter of Credit:A letter of credit conforming to the
requirements set forth in Section 18.1(a)in the initial sum of One Million Four
Hundred Seventy-Three Thousand One Hundred Sixteen Dollars and 40/100
($1,473,116.40) to be held and disposed of as provided in ARTICLE 18.  Term Commencement Date:The date hereof.  Rent Commencement Date:The date hereof.  Expiration Date:December 31, 2015 as the same may be
extended pursuant to Section 7.7(the Initial
Expiration Date),subject to Tenants Termination Right set forth in Section 7.7,and provided that such Expiration Date shall be extended if Tenant
exercises its First Extension Option or Second Extension Option, as the case
may be.  Term:Commencing on the Term Commencement Date and
expiring at 11:59 p.m. on the Expiration Date (the Initial Term).The Term shall include any extension thereof
that is expressly provided for by this Lease and that is exercised strictly in
accordance with this Lease.  Right of First Offer:Tenants right to purchase or lease the
vacant land referred to as the Elm Parcel (as hereinafter defined) as shown
cross-hatched and labeled as Elm Parcel on Exhibit A hereto as provided in Section 2.4.  First Extension Option:Tenants right to extend the Term hereof in
accordance with Section 4.2.  3


First Extension Term:The extended portion of the Term resulting
from Tenants exercise of its First Extension Option in accordance with Section 4.2.  Second Extension Option:Tenants right to extend the First Extension
Term hereof in accordance with Section 4.2.  Second Extension Term:The extended portion of the Term resulting
from Tenants exercise of its Second Extension Option in accordance with Section 4.2.  General Liability Insurance:$5,000,000.00 per occurrence/$10,000,000.00
aggregate (combined single limit) for property damage, bodily injury and death.  Permitted Use:Office, laboratory, research and development,
manufacturing and production use.  Landlords Contribution:An amount not to exceed Three Million Two
Hundred Seventy-Two Thousand Eight Hundred Fifty and No/100 Dollars
($3,272,850.00), as affected by ARTICLE 5hereof.  Broker:Richards Barry Joyce & Partners,
LLC.  Co-Broker:Lincoln Property Company.  Agents:Officers, directors, members, managers,
partners, employees, servants, agents and representatives.  Force Majeure:Collectively and individually, strikes,
lockouts or other labor actions, fire or other casualty, acts of God,
governmental preemption of priorities or other controls in connection with a
national or other public emergency, unavailability of fuel, supplies or labor,
or any other cause, whether similar or dissimilar, beyond the reasonable
control of the party required to perform an obligation, excluding financial
constraints of such party.  Business Days:All days except Saturdays, Sundays, and other
days when federal or state banks in the state in which the Property is located
are not open for business.  Normal Business Hours:8 a.m. to 6 p.m. on all Business
Days.  Applicable Law:All laws, rules, regulations, statutes,
orders, ordinances, by-laws, permitting and licensing requirements, as amended
from time to time, including without limitation, the Americans With
Disabilities Act of 1990 and any applicable state and local regulations
regarding architectural access or comparable regulations imposed by any
Governmental Authority.  Governmental Authority:All governmental or quasi governmental
bodies, agencies, departments, boards, offices, commissions or authorities
possessing or claiming jurisdiction with regard to the Tenant, the Property, or
the Park.  4


Prior Leases:The following Leases with respect to the
Premises collectively constitute the Prior Leases: (i) that certain lease
dated October 9, 1982, as amended, between Landlords predecessor in title
Elmwood Realty Associates (Elmwood)and Zymark Corporation (Zymark)as to which Tenant was a successor by merger and successor tenant, with
respect to Building No. 68; (ii) that certain lease dated September 9,
1986, as amended, between Elmwood and Zymark with respect to 52,114 rentable
square feet in Building No. 78; and (iii) that certain lease dated December 30,
1993, as amended, between Elmwood and Zymark with respect to an additional
24,000 expansion space in Building No. 78, which Prior Leases are
superseded hereby as of the Term Commencement Date (1) except to the
extent provisions thereof are incorporated herein and (2) except that all
provisions thereof which are stated to survive the expiration of the term thereof
or the earlier termination thereof shall so survive. The security deposit of
$5,000 held by Landlord with respect to the Prior Leases shall be returned to
Tenant upon the execution of this Lease and the delivery of the Letter of
Credit.  1.2          Enumeration
of Exhibits.
The following Exhibits are attached hereto, and are incorporated herein by
reference.  Exhibit A
  
  Site
  Plan of Buildings and ParkExhibit A-1
  
  Expansions
  Application PlansExhibit A-2
  
  Swing
  Space PlanExhibit B
  
  Operating
  ExpensesExhibit C
  
  Rules and
  Regulations of BuildingExhibit D
  
  Form of
  Notice of LeaseExhibit E
  
  Form of
  Letter of CreditExhibit F
  
  Appraisers
  Determination of Fair Market RentExhibit G
  
  Qualified
  Base Building ImprovementsExhibit H
  
  SNDA  ARTICLE 2PREMISES, APPURTENANT RIGHTS AND RESERVATIONS  2.1         Lease
of Premises.
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Premises, to have and to hold, for the Term and upon the terms and conditions
set forth herein.  5


2.2         Appurtenant
Rights and Landlord Reservations.  (a)Appurtenant Rights.  Tenant
shall have, as appurtenant to the Premises, the non-exclusive right to use, and
permit its invitees to use in common with others entitled thereto, (A) the
common areas, driveways roads, drainage, and utilities of the Park to the
extent that the same actually service the Premises, and (B) easements,
rights of way or other rights, if any, which are appurtenant to the Property
pursuant to any recorded documents evidencing such easements or rights and the
parking from time to time provided for the Buildings; but such rights shall
always be subject to (i) reservations, restrictions, easements and
encumbrances of record, from time to time, as the same may be amended (ii) such
conditions, rules and regulations from time to time established by
Landlord with respect to the Property or the Park pursuant toSection 6.3(c)(the Rules and
Regulations),and (iii) Landlords reservations set forth in subsection (b)below. Tenant shall have the exclusive right to use the parking area
shown on the cross-hatched area labeled 68 Elm Parcel on Exhibit A for
Building No. 68, and Tenant shall have the exclusive right to use the
parking area shown on the cross-hatched area labeled 78 Elm Parcel on Exhibit A for
Building No. 78.  (b)           Landlord Reservations.  Landlord
reserves the right to post For Lease signs on the Property during the last
twelve (12) months of the Term, but such signage shall include no more than two
signs and such signs shall not exceed 4 feet by 6 feet and shall not include
banners on the Buildings. In addition, Landlord and Tenant acknowledge the
request by the Town of Hopkinton to change the name, street address, and number
of Building No. 78 and agree that the change can proceed based upon
Landlords reasonable judgment as to the appropriate change in consultation
with the Town of Hopkinton. Upon any such change, Landlord shall be responsible
for costs associated with any changes to signage identifying the Building
address which may be (1) affixed to the Building or (2) on a monument
outside the Building but shall not be responsible for any of Tenants costs
related to letterhead changes, notices to third parties, or otherwise.  Landlord
further reserves the right to enter the Premises at all reasonable hours for
the purpose of inspecting the Premises, doing maintenance, making repairs and
replacements, reading meters or otherwise exercising its rights or fulfilling
its obligations under this Lease, including without limitation, its rights as
set forth inSection 9.2hereof, and Landlord and Landlords Managing
Agent also shall 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. Such right of access shall be during business hours and after
reasonable telephonic notice to Tenant except in the event of an emergency. If
Tenant shall not be personally present to open and permit such entry into the
Premises, Landlord or Landlords Agents shall nevertheless be able to gain such
entry by contacting a representative of Tenant, whose name, address and
telephone number shall be furnished by Tenant to Landlord within ten (10) days
after the Term Commencement Date, and updated from time to time as necessary.
If an excavation shall be made by Landlord or Landlords Agents upon the
portion of the Land adjacent to any Building, or shall be authorized by
Landlord or Landlords Agents to be made, Tenant shall afford to those parties
causing or authorized to cause such excavation, license to enter upon the
Premises for the purpose of doing such work as said parties shall deem
necessary to preserve such Building from injury or damage and to support the
same by proper foundations without any claim for damage or indemnity against
Landlord, or diminution or abatement of Rent.  6


Landlord further reserves the right to further develop the
Park and to modify common areas as it determines in its sole discretion so long
as the same does not prevent access to the Property, such development rights
being limited by Section 2.4and
Section 7.7hereof.  2.3Security. Tenant shall be solely
responsible for providing security for the Property. Landlord expressly
disclaims any and all responsibility and/or liability for the physical safety
of Tenants property, and for that of Tenants Agents, invitees and independent
contractors. Tenant agrees that, as between Landlord and Tenant, it is Tenants
responsibility to advise Tenants Agents, invitees and independent contractors
as to necessary and appropriate safety precautions.  2.4Elm Parcel Right of First
Offer. Tenant shall have a
one-time right of first offer (the Right of
First Offer) to
purchase or lease the existing vacant, undeveloped, un-permitted parcel of land
shown cross-hatched and labeled Elm Parcel on Exhibit A hereto (the Elm Parcel) subject to the terms and provisions hereof. Except as set forth
below, if Landlord decides to develop or market for sale or lease the Elm
Parcel, Landlord agrees to notify Tenant in writing that Landlord intends to (a) develop
or market or (b) lease the Elm Parcel (the Elm Parcel Intention Notice) in which event Tenant shall have seven (7) Business Days
from the date of the Elm Parcel Intention Notice to present a written offer to
Landlord either to purchase (if the Elm Parcel Intention Notice related to a
sale) or to lease (if the Elm Parcel Intention Notice related to a lease) the
Elm Parcel (the Offer). If within ten (10) Business
Days following Landlords receipt of an Offer, Landlord and Tenant are unable
to agree on the terms and conditions relating to the purchase and sale or lease
of the Elm Parcel, then (i) Landlord shall be free to develop the Elm
Parcel, (ii) Landlord shall be free to sell, if the Elm Parcel Intention
Notice related to a sale, or lease if the Elm Parcel Intention Notice related
to a lease, the Elm Parcel to any third party on such terms and conditions as
may be agreed to with such third party, (iii) this Right of First Offer shall
lapse, (iv) this Section 2.4shall
be void and of no further force and effect and (v) all other provisions of
this Lease shall remain in full force and effect as if this Section 2.4was not included therein.  If, following Landlords delivery of the Elm Parcel
Intention Notice, Tenant shall fail to timely submit an Offer as set forth
above, then (i) Landlord shall be free to develop the Elm Parcel, (ii) Landlord
shall be free to sell the Elm Parcel to any third party on such terms and
conditions as may be agreed to with such third party, (iii) this Right of
First Offer shall lapse, (iv) this Section 2.4shall be void and of no further force and effect, and (v) all
other provisions of this Lease shall remain in full force and effect as if this
Section 2.4was not included
therein.  Tenants right to be provided with the Elm Parcel
Intention Notice and its right to submit an Offer to Landlord as set forth
herein are conditioned upon (i) no uncured Default of Tenant existing on
either the date the Offer is submitted to Landlord or the date the Elm Parcel
is to be sold to Tenant as agreed upon by the parties, (ii) this Lease
being in full force and effect, and (iii) Caliper Life Sciences, Inc.
not having assigned this Lease nor sublet more than fifty percent (50%) of the
rentable square footage of the Premises.  Notwithstanding any of the foregoing provisions to the
contrary, Landlord shall have no obligation whatsoever to provide the Elm
Parcel Intention Notice to Tenant or otherwise provide Tenant with an
opportunity to purchase the Elm Parcel if Landlord at any time intends to
market  7


or sell the Elm Parcel together with any other material portion or
portions of the Park, and upon any such sale, thisSection 2.4shall be void and of no further force and effect and all other
provisions of this Lease shall remain in full force and effect as if this Section 2.4was not included herein.  2.5Tenant Access. Tenant shall
have access to the Premises and the right to use and enjoy the Premises and the
appurtenant rights as set forth in Section 2.2(a)(subject
to Landlords reservations set forth in Section 2.2(b)and
elsewhere in this Lease) twenty-four (24) hours per day, seven (7) days
per week.  ARTICLE 3BASIC RENT  3.1Payment.  (a)           Tenant agrees to pay
the Basic Rent and Additional Rent to Landlord, or as directed by Landlord,
commencing on the Rent Commencement Date, without offset, abatement (except as
provided inSection 14.3),deduction or demand. Basic Rent
shall be payable in advance in lawful money of the United States in equal
monthly installments, on the first day of each and every calendar month during the
Term. All payments of Rent shall be sent to Landlord at Fleet Lock Box, Mail
Code CTEHF03E, Boston Capital, Box 31130, 99 Founders Plaza, Hartford,
Connecticut 06108, or at such other place as Landlord may from time to time
designate by written notice or may be paid by wire transfer based upon the
following instructions as the same may be amended from time to time: Bank of
America, BCIA New England Holdings LLC, Account # 9419047140, ABA # 011 000
138, Reference: Elm Street/Caliper. In the event that any installment of Basic
Rent or any payment of Additional Rent is not paid within five (5) days
following when due, Tenant shall pay to Landlord, in addition to any charges
due under Section 19.2(f),an administrative fee equal
to 5% of the overdue amount. Landlord and Tenant agree that all amounts due
from Tenant under or with respect to this Lease, whether labeled Basic Rent,
Additional Rent or otherwise, shall be considered as rental reserved under this
Lease for all purposes, including without limitation, regulations promulgated
pursuant to the Bankruptcy Code, including without limitation, Section 502(b) thereof.  (b)           Basic Rent for any
partial month falling within the Term 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.  ARTICLE 4TERM COMMENCEMENT DATE/EXTENSION TERMS  4.1Term Commencement Date. The Term
Commencement Dateshall be January 1, 2006.  8


4.2Extension Option. Tenant shall have the
option (the First Extension Option)to extend the Term of
this Lease for an additional period of five (5) years, commencing on the
day following the originally scheduled Expiration Date and expiring on the day
immediately preceding the five (5) year anniversary of the originally
scheduled Expiration Date (the First
Extension Term Expiration Date),with such First Extension
Option to be exercised by Tenant delivering to Landlord written notice thereof not
less than twelve (12) months and not more than fifteen (15) months prior to the
originally scheduled Expiration Date. Tenants right to exercise its First
Extension Option is conditioned upon (a) no uncured Default of Tenant
existing on the date of exercise or the date the First Extension Term (as
hereinafter defined) is to commence, and (b) this Lease being in full
force and effect. If Tenant exercises its First Extension Option, then the
portion of the Term preceding the originally scheduled Expiration Date shall be
referred to as the Initial Term,and the portion of the
Term from and after the originally scheduled Expiration Date shall be referred
to as the First Extension Term.The First Extension Term
shall be upon all the same terms, covenants and conditions as the Initial Term,
except (i) as to Basic Rent, which shall be determined as set forth in Section 1.1,(ii) that, except as set forth below with
respect to Tenants Second Extension Option (as hereinafter defined), Tenant
shall have no further extension rights unless otherwise expressly provided
herein or hereafter agreed to in writing by Landlord, (iii) Tenant shall
not be entitled to any period of free rent for the First Extension Term, (iv) there
shall be no Landlord Contribution or similar contribution from Landlord for
tenant improvements in connection with such First Extension Term, and (v) Landlord
shall be under no obligation to perform any improvements or related work to the
Premises.  Tenant shall have the option (theSecond Extension Option)to extend the Term of this Lease for an additional
period of five (5) years following the First Extension Term, commencing on
the day following the originally scheduled First Extension Term Expiration Date
and expiring on the day immediately preceding the five (5) year
anniversary of the originally scheduled First Extension Term Expiration Date,
with such Second Extension Option to be exercised by Tenant delivering to
Landlord written notice thereof not less than twelve (12) months and not more
than fifteen (15) months prior to the originally scheduled First Extension Term
Expiration Date. Tenants right to exercise its Second Extension Option is
conditioned upon (a) no uncured Default of Tenant existing on the date of
exercise or the date the Second Extension Term (as hereinafter defined) is to
commence, and (b) this Lease being in full force and effect. If Tenant
exercises its Second Extension Option, then the portion of the Term from and
after the originally scheduled First Extension Term Expiration Date shall be
referred to as the Second Extension
Term.The
Second Extension Term shall be upon all the same terms, covenants and
conditions as the Initial Term, except (i) as to Basic Rent, which shall
be determined as set forth in Section 1.1,(ii) that
Tenant shall have no further extension rights unless otherwise expressly
provided herein or hereafter agreed to in writing by Landlord, (iii) Tenant
shall not be entitled to any period of free rent for the Second Extension
Term, (iv) there shall be no Landlord Contribution or similar contribution
from Landlord in connection with such Second Extension Term, and (v) Landlord
shall be under no obligation to perform any improvements or related work to the
Premises.  9


ARTICLE 5CONDITION OF PREMISES  5.1         Preparation of the Premises.  (a)           Tenant shall prepare, at its sole
cost and expense (against which the Landlords Contribution may be applied),
plans (the Plans) for (i) the interior finish and
layout of the initial improvements which Tenant desires to perform in the
Premises, and (ii) the qualified base building improvements set forth on Exhibit G
attached hereto (together, the Initial Work). The Plans shall be submitted to
Landlord, together with a construction budget setting forth the anticipated
costs for the Initial Work (the Estimated
Initial Work Budget), and
Landlord shall approve or disapprove of the Plans, in its reasonable
discretion, in writing (and any disapproval by Landlord shall specify the
matters objected to by Landlord), within thirty (30) days of receiving them.
Landlord will not object to matters shown on initial plans that Landlord has
reviewed and approved in writing prior to the date of this Lease to the extent
not materially altered in the Plans. No work shall be conducted by or on behalf
of Tenant until the Plans have been fully approved in writing by Landlord. At
Tenants sole cost and expense (against which the Landlords Contribution may
be applied), Tenant shall cause the Plans to be revised in a manner sufficient
to remedy the Landlords objections and/or respond to the Landlords concerns
and for such revised Plans to be redelivered to Landlord, and Landlord shall
approve or disapprove Tenants revised Plans within ten (10) Business Days
following the date of resubmission. Landlords failure to timely respond to
Tenants submitted Plans or revised Plans shall be deemed to be an approval
thereof.  The
Plans shall be stamped by a Massachusetts registered architect and engineer,
such architect and engineer and Tenants construction manager, general
contractor and subcontractors, being subject to Landlords prior reasonable
approval, and shall comply with Applicable Law and the requirements of the Rules and
Regulations and shall be in a form satisfactory to appropriate governmental
authorities responsible for issuing permits, approvals and licenses required
for such Initial Work. Such architect and engineer and Tenants construction
manager shall be subject to Landlords prior approval, which approval shall not
be unreasonably withheld, conditioned, or delayed.  (b)             All of the Initial
Work shall be completed by Tenant in accordance with the requirements set forth
in the Rules and Regulations.  5.2          Landlords Work. While
the Initial Work is conducted by Tenant, Landlord agrees to replace the roof
membrane in accordance with plans and specifications prepared by Landlord on
Building No. 68 (Landlords Work),and
Landlord shall bear the full cost of the Landlords Work without any offset
against Landlords Contribution or inclusion in Operating Expenses, it being
acknowledged that Landlord shall have no obligation to maintain, repair or
replace any other portion of the Buildings except as set forth in ARTICLE 9,and that any such maintenance,
repair or replacement work, other than Landlords Work, may be included in
Operating Expenses as further described in ARTICLE
12and Exhibit B. So long as the Tenants Termination
Right, as defined in Section 7.7,has
expired without exercise, Landlord shall also provide an allowance to Tenant of
$116,349.00 for the estimated cost to replace: (i) all rooftop HVAC units
at Building No. 68, and (ii) the nine (9) 1986 rooftop HVAC
units at  10


Building
No. 78 (the HVAC Allowance). Tenant shall replace such HVAC
units as part of the Initial Work and Landlord shall pay the HVAC Allowance to
Tenant consistent with the procedures for payment of Landlords Contribution
(without any requirement for Tenant to share in the expense of such replacement
up to the amount of the HVAC Allowance).  5.3Landlords
Contribution. So long as
the Tenants Termination Right, as defined in Section 7.7,has expired without exercise, Landlord shall reimburse Tenant for the
costs incurred by Tenant with respect to the design and performance of the
Initial Work and the Expansions (as defined in Section 7.7), if
any, up to the amount of Landlords Contribution, subject to the provisions
hereof; provided, however, that no more than Five Hundred Thousand Dollars
($500,000.00) of Landlords Contribution may be used by Tenant for so-called
soft costs, including without limitation, costs related to design,
architectural, engineering and construction planning services. To the extent
that the Initial Work and any Expansions exceeds the Landlords Contribution,
Tenant shall be entirely responsible for such excess, but in any case, Tenant
shall spend no less than One Million Six Hundred Thousand Dollars
($1,600,000.00) with respect to the Initial Work and any Expansions, as more
particularly set forth herein. Landlords Contribution shall be payable by
Landlord to Tenant in installments, according to Landlords construction
disbursement procedures as the Initial Work progresses, in the amount of
two-thirds (2/3) of any installment of such costs and Tenant shall be obligated
to pay one-third (1/3) of such costs until such time as Tenant has paid One
Million Three Hundred Thousand Dollars ($1,300,000.00) of such costs; provided,
however, that once Landlord has paid the entire Landlords Contribution and
Tenant has paid One Million Three Hundred Thousand Dollar ($1,300,000.00),
Tenant shall thereafter (i) pay no less than Three Hundred Thousand
Dollars ($300,000.00) towards the Initial Work and any Expansions, and (ii) provide
Landlord with satisfactory evidence that such payment has been made towards the
Initial Work and any Expansions, on or before December 31, 2006, as may be
extended pursuant to Section 7.7.Prior
to the payment of any such installment of Landlords Contribution by Landlord,
Tenant shall deliver to Landlord a written request, to be submitted no more
frequently than once every thirty (30) days, for such disbursement, which
request shall be accompanied by: (i) invoices for the Initial Work covered
by any previous requisition; (ii) partial lien waivers or final lien
waivers (in the case of a final installment) from all contractors and
subcontractors; (iii) a certificate signed by the Architect and an officer
of the Tenant certifying that the Initial Work represented by the
aforementioned invoices has been completed substantially in accordance with the
Plans; and (iv) evidence reasonably satisfactory to Landlord that Tenant
has paid its respective share of Initial Work and Expansion costs to date as
set forth above. Thereafter, Landlords Contribution shall be available for
requisition as aforesaid and Landlord shall disburse such amounts within thirty
(30) days following the date Tenant delivers to Landlord items (i) through
(iv) above, until the same is exhausted. After Landlords Contribution is
exhausted, Tenant shall then pay from its own funds all further sums necessary
to complete the Initial Work and any Expansions; provided, however, that Tenant
shall pay no less than Three Hundred Thousand Dollars ($300,000.00) towards the
completion of the Initial Work and any Expansions on or before December 31,
2006, as set forth above, as may be extended pursuant to Section 7.7.  Any
portion of Landlords Contribution which has not been applied on or before December 31,
2006 shall be deemed forfeited by Tenant and Landlord shall have no further
obligation with respect thereto.  11


5.4Condition
of Premises. Except for
Landlords Contribution for the Initial Work and Landlords performance of
Landlords Work under Section 5.2,the Premises are being leased by Tenant in their condition as of the
delivery date, As Is, without representation or warranty by Landlord. Tenant
acknowledges that it has inspected the Premises and, except for the Initial
Work and Landlords Work under Section 5.2,has found the same satisfactory.  5.5Swing
Space. During the period
commencing on the later of (a) the date on which Tenant notifies Landlord
of its intent to occupy and use the Swing Space, (b) the date this Lease
is fully executed and (c) the date on which Tenants Termination Right, as
defined in Section 7.7,has expired without exercise, and ending on the earlier of (a) five
(5) business days following Tenants substantial completion of the Initial
Work, and (b) December 31, 2005, as may be extended pursuant to Section 7.7(the SS End Date),Tenant may use the portion of the
building at 35 Parkwood Drive, Hopkinton, MA shown on Exhibit A-2hereto
for office and warehouse use (the Swing Space).Tenant
shall accept the Swing Space in its as is condition and Landlord shall have
no obligation to prepare the Swing Space for Tenants occupancy except that if
the Town of Hopkinton does not permit Tenant to occupy the Swing Space due to a
building code issue, then Landlord shall be responsible for all costs
associated with rectifying such issue. Tenants occupancy of the Swing Space
shall be on all of the terms and conditions of this Lease except that (a) no
Basic Rent shall be payable for the Swing Space, and (b) the following
provisions of this Lease shall not be applicable to the Swing Space: Section 2.4,
3.1, Article 3, Article 4, Article 5, Section 6.2, 7.6,
7.7, Article 11, Article 12, Article 14, Article 18. Tenant
will reimburse Landlord, upon billing therefor, for the excess of utilities
cost during Tenants occupancy of the Swing Space over the monthly utility cost
for the Swing Space during 2004. Tenant shall surrender the Swing Space on the
SS End Date in accordance with Section 16.2as though the Swing Space were the Premises
and the Term hereof had expired or had earlier terminated.  ARTICLE 6USE OF PREMISES  6.1Permitted
Use. Tenant agrees that
the Premises shall be used and occupied by Tenant only for Permitted Uses and
for no other use without Landlords prior express written consent. Tenant
agrees and acknowledges that it has performed all investigations it has deemed
necessary to satisfy itself that the use of the Premises for the Permitted Use
is authorized under Applicable Law, including without limitation, all zoning
laws in effect in the town/city in which the Property is located, and that
Landlord has made no representations or warranties to Tenant with respect
thereto.  6.2Signage. Tenant shall have the right to install
exterior signage on the Buildings bearing Tenants name and logo and a monument
sign (which may be shared with other Park tenants) at the Park entrance
provided that such signs or lettering comply with law and conform to any sign
standards of Landlord and/or the Park, and provided that 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 will not unreasonably withhold consent for
any such sign which complies with the foregoing. Tenant shall not otherwise
place on the exterior of the Buildings (including both interior and exterior  12


surfaces
of doors and interior surfaces of windows) or on any part of the Property, to
the extent visible to the public, any sign, symbol, advertisement or the like.  6.3Other
Requirements. Tenant
agrees to conform to the following provisions during the Term of this Lease:  (a)           Tenant shall not perform any act or
carry on any practice which materially may injure the Premises, or any other
part of the Buildings or the Property, other than that arising from normal wear
and tear, nor shall approved Alterations constitute material injury so long as
constructed in conformity with this Lease;  (b)           Tenant shall, in its use of the
Premises, comply with Applicable Law;  (c)Tenant shall abide by the Rules and
Regulations for the Property and the Park which may be established from time to
time by Landlord or the Park. 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. The Rules and Regulations
currently in effect are set forth in Exhibit C; and  (d)           Tenant shall not abandon the
Premises.  6.4Extra
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 therein, which
shall increase the rate of property or liability insurance carried by Landlord
on the Premises or the Property above the standard rate applicable to Premises
being occupied for the Permitted Use, unless Tenant agrees to pay such increase
in insurance premiums. If the premium or rates payable with respect to any
policy or policies of insurance purchased by Landlord or Landlords Managing
Agent with respect to the Property increases as a result of any act or activity
on or use of the Premises during the Term or payment by the insurer of any
claim arising from any act or neglect of Tenant, or Tenants Agents,
independent contractors or invitees, Tenant shall pay such increase, from time
to time, within fifteen (15) days after demand therefor by Landlord, as
Additional Rent.  6.5Hazardous
Materials.  (a)           As used herein each of the following
terms shall have the meaning ascribed thereto:  (i)            Hazardous Materialsshall mean each and every element, compound,
chemical, mixture, contaminant, pollutant, material, waste or other substance
which is defined, determined or identified as hazardous or toxic under any
Environmental Law, including, without limitation, an oil, hazardous waste, hazardous
substance, or chemical substance or mixture, as the foregoing terms (in
quotations) are defined in Environmental Laws, as defined below.  (ii)           Environmental
Lawshall
mean any federal, Commonwealth of Massachusetts and/or local Town of Hopkinton
statute, ordinance, bylaw, code, rule and/or regulation now or hereafter
enacted, pertaining to any aspect of the environment or  13


human
health, including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq., the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq., the Toxic
Substances Control Act, 15 U.S.C. §2061 et seq., the Federal Clean Water Act,
33 U.S.C. §1251, and the Federal Clean Air Act, 42 U.S.C. §7401 et seq., and
all environmental laws of the state in which the Property is located, including
without limitation, Chapter 21C, Chapter 21D, and Chapter 21E of the General
Laws of Massachusetts and the regulations promulgated by the Massachusetts
Department of Environmental Protection.  (iii)Environmental Conditionshall mean any disposal, release or threat of
release of Hazardous Materials on, from or about the Premises, the Buildings or
the Property or storage of Hazardous Materials on, from or about the Premises,
the Buildings or the Property.  (b)         Tenant may use, handle, treat,
transport, store and dispose of Hazardous Materials related to its use of the
Premises for the Permitted Use, provided that Tenant shall comply with all
applicable Environmental Laws. Tenant shall give written notice to Landlord as
soon as reasonably practicable of (i) any communication received by Tenant
from any governmental authority concerning Hazardous Materials which relates to
the Premises, the Buildings or the Property, and (ii) any Environmental
Condition of which Tenant is aware.  (c)          Tenant shall indemnify, defend upon
demand with counsel reasonably acceptable to Landlord, and hold Landlord
harmless from and against, any liabilities, losses, claims, damages, interest,
penalties, fines, Attorneys Fees (as defined below), experts fees, court
costs, remediation costs, and other expenses which result from the use,
storage, handling, treatment, transportation, release, threat of release or
disposal of Hazardous Materials in or about the Premises or the Property by
Tenant or Tenants Agents, independent contractors or invitees or by Zymark or
Zymarks Agents, independent contractors or invitees either prior to, during or
after the Term of this Lease. As used in this Lease, the termAttorneys Feesmeans attorneys, paralegals;, consulting and
witness fees and disbursements, whether for in house counsel or outside
counsel (including, without limitation, for attendance at hearings,
depositions, and trials) and related expenses, including, without limitation,
for lodging, meals, and transportation, together with all such costs and
expenses incurred in connection with appellate proceedings.  (d)         Landlord shall indemnify, defend upon
demand with counsel reasonably acceptable to Tenant, and hold Tenant harmless
from and against, any liabilities, losses, claims, damages, interest,
penalties, fines, Attorneys Fees (as defined above), experts fees, court
costs, remediation costs, and other expenses which result from the use, storage,
handling, treatment, transportation, release, threat of release or disposal of
Hazardous Materials in or about the Premises or the Property by Landlord, or
Landlords Agents or independent contractors, either prior to, during or after
the Term of this Lease.  (e)          Landlord, on or prior to the date of
this Lease, has provided Tenant with a copy of the most recent PhaseI environmental report for the Property.  14


The
provisions of this Section 6.5shall survive the expiration or earlier termination of the Term of
this Lease, regardless of the cause of such expiration or termination.  ARTICLE 7INSTALLATIONS AND ALTERATIONS BY TENANT  7.1General. Tenant shall make no alterations, additions
(including, for the purposes hereof, wall-to-wall carpeting), or improvements
(collectively with the Initial Work and the Expansions, Alterations)in or to the Premises (including
without limitation any Alterations, other than the Initial Work which is
governed by ARTICLE 5,necessary
for Tenants initial occupancy of the Premises) without Landlords prior
written consent, which consent shall not be unreasonably withheld, conditioned,
or delayed with respect to Alterations that do not materially affect the
Structure (as defined below) of the Buildings, the Buildings heating,
ventilating, and air-conditioning (HVAC),life safety, electrical, plumbing,
mechanical or utility systems or any other Building systems (collectively, the Building Systems). Notwithstanding
the foregoing, Landlords consent shall not be required for Alterations costing
an aggregate of less than $100,000 in any twelve (12) month period if such
Alterations do not materially affect the Structure (as defined below) of the
Buildings, the Buildings HVAC or any other Building Systems. Any Alterations
shall be performed and maintained in accordance with the Rules and
Regulations and with plans and specifications meeting the requirements set
forth in the Rules and Regulations and approved in advance by Landlord.  7.2Requirements for Alterations. All Alterations shall (i) be performed
in a good and workmanlike manner and in compliance with all Applicable Law,
including the requirement that Tenant obtain any and all permits and approvals
required of the applicable government authorities, (ii) be made at Tenants
sole cost and expense, (iii) become part of the Premises and the property
of Landlord, (unless at the time of Landlords approval of such Alterations,
Landlord elects in writing to require or permit Tenant to remove the same upon
Tenants surrender of the Premises) except for Tenants Removable Property, as
defined in Section 7.3below, and (iv) be coordinated with any work being performed by
Landlord in such a manner as not to damage the Buildings or interfere with the
construction or operation of the Buildings. If any Alterations shall involve
the removal of fixtures, equipment or other property in the Premises which are
not Tenants Removable Property, such fixtures, equipment or other property
shall be promptly replaced by Tenant at its expense with new fixtures,
equipment or other property of like utility and of at least equal quality.  7.3Tenants Removable Property. 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 or earlier termination of the Term, provided that Tenant, at its
expense, shall repair any damage to the Property caused by such removal.  7.4Liability; Mechanics Liens. Notice is hereby given, and Landlord and
Tenant hereby agree, that Landlord shall not be liable for any labor or
materials (or the cost therefor) 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  15


Landlord
in and to the Property or any portion thereof. To the maximum extent permitted
by law, before such time as any contractor commences to perform the Initial
Work or other Alterations, Tenant shall obtain from such contractor (and any
subcontractors), and shall furnish to Landlord, a written statement
acknowledging the provisions set forth in the immediately preceding sentence
and, at Landlords request, Tenant shall, before commencing its Alterations,
secure additional assurances satisfactory to Landlord in its reasonable
discretion protecting Landlord against claims arising out of the furnishing of
labor and materials for such Alterations. Tenant agrees to pay promptly when
due the entire cost of any Alterations, and not to cause or permit any liens
for labor or materials performed or furnished in connection therewith to attach
to all or any part of the Property and to immediately discharge any such liens
which may so attach. If, notwithstanding the foregoing, any lien is filed
against all or any part of the Property for Alterations claimed to have been
done for, or materials claimed to have been furnished to, Tenant or Tenants
Agents or independent contractors, Tenant, at its sole cost and expense, shall
cause such lien to be dissolved within twenty-five (25) days after receipt of
notice that such lien has been filed, by the payment thereof or by the filing
of a bond sufficient to accomplish the foregoing and shall deliver to Landlord
evidence thereof within three (3) business days of such dissolution. Any
notice by Landlord to Tenant shall refer to the obligation to comply within
such twenty-five (25) day period. If Tenant fails to discharge any such lien
within such time period, Landlord may, at its option, discharge such lien and
treat the cost thereof (including Attorneys Fees incurred in connection
therewith) as Additional Rent payable by Tenant upon demand, it being expressly
agreed that such discharge by Landlord shall not be deemed to waive or release
a Default of Tenant in not discharging such lien. Tenant shall indemnify and
hold Landlord harmless from and against any and all expenses, liens, claims,
liabilities and damages based on or arising, directly or indirectly, by reason
of the making of any Alterations, which obligation shall survive the expiration
or earlier termination of this Lease.  7.5Intentionally
Omitted.  7.6Telecommunications. Tenant shall have the exclusive right to
install, in accordance with Landlords roof installation requirements,
telecommunications, HVAC, generators, and other mechanical devices on the roof
of the Buildings in order to (a) serve Tenants needs, but such facilities
shall not interfere in any way with the operations of any other tenants or
occupants of the Park and shall not adversely affect any roof warranty and (b) shall
comply with all provisions of this Article VIIwith respect to Alterations. Tenant shall further have the right to
connect such facilities to available utilities and use shaft space to make the
required connections. All of the foregoing shall be at Tenants sole cost and
expense.  7.7Building
Expansions. Subject to
the following provisions, Tenant shall have the right to expand at Tenants
sole discretion, cost and expense, having the right to apply any portion of
Landlords Contribution to such expansions if and when Tenants Termination
Right has expired without exercise, (a) Building No. 68 by up to
5,400 rentable square feet in a single story (Expansion
1)and (b) Building No. 78 by (i) up to 10,600
rentable square feet in a single story (Expansion
2)and (ii) up to an additional 10,600 rentable square feet in
a second story of the addition referenced in subsection (b)(i) (Expansion 3)singularly, an Expansionand (collectively, the Expansions).The Tenants
rights to construct the Expansions shall be subject to (a) the availability of
rights under all Applicable Law and all recorded documents affecting or
governing the Park or any portion thereof or affecting title to the Property;
(b)  16


Tenants receipt of the following permits and approvals
from the Town of Hopkinton to the extent required for Expansion 1 and Expansion
2 (collectively, thePermits):(1) zoning board of
appeal and/or planning board approval of modification of pre-existing,
non-conforming Building No. 68 and (2) sewer connection permit (or
approval of current or expanded septic system(s)) sufficient to service
Expansion 1 and Expansion 2; and (c) Tenants payment of all costs related
to design, permitting, approval, implementation and construction of any
Expansions and all required parking areas and other improvements which are
required therefor. Tenant shall make good faith efforts to obtain the Permits
and shall diligently pursue such Permits and shall provide Landlord with copies
of all applications and other submittals related thereto prior to or
simultaneously with delivery to the appropriate official. In the event Tenant
is denied one or more of the Permits (a Denial), Tenant shall provide
notice of such Denial to Landlord within five (5) days following such
Denial. Landlord shall have the right but not the obligation to appeal such
Denial to the applicable administrative or judicial entity and the right but
not the obligation to prosecute such appeal through to completion at Landlords
sole cost and expense except that Tenant agrees to cooperate in any such appeal
with costs related to Tenants employees and consultants in connection
therewith to be Tenants obligation (Landlords
Appeal Right).In the event Tenant, despite
using good faith efforts, cannot obtain the Permits, with applicable appeal
periods expiring without appeal of an issued permit or approval (unless any
such appeal is settled in favor of issuance of the permit or approval) by June 1,
2005 (the Permit Target Date), Tenant shall have the right within ten (10) days
thereafter, time being of the essence thereof, to terminate this Lease by
written notice to the Landlord (Tenants
Termination Right);however, any such notice shall not terminate this Lease if
(A) Landlord successfully obtains all necessary, remaining Permits through
exercise of Landlords Appeal Right or otherwise on or before December 31,
2005, in which case, the Expiration Date shall remain unchanged and Tenants
exercise of Tenants Termination Right shall be null and void, but the dates
for completion of the Initial Work, expenditure of the Landlords Contribution,
the SS End Date, and the Initial Expiration Date shall all be extended on a day
for day basis equivalent to the number of days between the Permit Target Date
and the date on which Landlord successfully obtains the last of the Permits. In
the event all necessary Permits are not obtained on or before December 31,
2005, then if Tenant has timely exercised Tenants Termination Right, the term
of the Lease shall thereafter terminate and expire on December 31, 2006
(the Modified Expiration Date) at which time this Lease shall terminate, Tenant
shall surrender the Premises, as required in this Lease, all security deposits
and letters of credit shall be returned as and when required by ARTICLE 18,and neither party shall have any further rights,
responsibilities or obligations hereunder except provisions specifically stated
to survive the expiration or earlier termination of this Lease. Landlord shall
reasonably cooperate with Tenant in obtaining the Permits (and any permits for
Expansion 3) by executing applications or documents authorizing Tenant to proceed
before boards, attending hearings if necessary, and making land and/or
additional parking spaces available on the Property, or on land then owned by
Landlord which abuts, is adjacent to, or is in reasonable proximity with the
Property, to comply with Applicable Law with respect to the Expansions,
including, but not limited to floor area ratios, green space requirements, lot
coverage requirements, and parking requirements; however, in no event shall
Landlord be required to incur out-of-pocket costs or liability in connection
with the Expansions or any of the foregoing matters related thereto or to limit
its rights to further develop the Park as set forth below. Upon the
construction of Expansions, Tenant shall have the right, at its sole cost and
expense, to construct such parking spaces as  17


aforesaid,
as necessary to meet any municipal zoning parking requirements, in an area then
owned by Landlord and reasonably designated by Landlord so long as such land abuts,
is adjacent to, or in reasonable proximity with the Property, as local
approvals may require them to be built. If any Expansion is constructed by
Tenant, Base Rent during the Initial Term shall remain as set forth inSection 1.1.Upon the commencement of construction of any
of the Expansions, such Expansions shall become part of the Premises for all
purposes hereunder. Any further expansion of the Buildings (other than the
Expansions) shall occur only upon a written amendment to this Lease as executed
by Landlord and Tenant. The plans attached hereto as Exhibit A-1depict the current proposal for the Expansions and parking area changes
which are expected to be proposed to the Town of Hopkinton by Tenant.  Construction
of the Expansions shall comply with all applicable provisions of this Lease,
including without limitation, those relating to Alterations. The plans and
specifications for the Expansions shall be subject to Landlords approval,
which shall not be unreasonably withheld, conditioned or delayed, and the work
shall be performed by a contractor or contractors approved by Landlord, which
shall not be unreasonably withheld, conditioned or delayed.  Tenant
acknowledges that Landlord may elect to obtain permits and/or construct
additional buildings and/or building additions in the Park and that obtaining
such permits and/or construction of the same may adversely affect Tenants
ability to obtain permits and/or construct one or more of the Expansions
because of the reduction of available land required to comply with zoning and
other regulatory requirements. Notwithstanding the foregoing, Landlord agrees
that Landlord will take no action to obtain, or to permit any other party to
obtain, a building permit for any such additional building and/or building
addition prior to January 1, 2006 if the same would have such an adverse
effect.  ARTICLE 8ASSIGNMENT AND SUBLETTING  8.1          Prohibition. Tenant covenants and agrees that, except as
permitted herein, neither this Lease nor the estate hereby granted, nor any
interest herein or therein, will be assigned (collaterally, conditionally or
otherwise), mortgaged, pledged, encumbered or otherwise transferred, whether
voluntarily, involuntarily, by operation of law or otherwise, and that neither
the Premises nor the Property, nor any part thereof, will be encumbered in any
manner by reason of any act or omission on the part of Tenant, or be sublet
(which term, without limitation, shall include granting of concessions,
licenses, use and occupancy agreements and the like) in whole or in part,
without in each case, the prior written consent of Landlord, which shall not be
unreasonably withheld, conditioned, or delayed provided that any such assignee
or subtenant agrees directly with Landlord, by written instrument in form satisfactory
to Landlord in its reasonable discretion, to be bound by all obligations of
Tenant under this Lease (with respect only to the subleased premises in the
case of a sublease), including without limitation, the covenant limiting
assignment and subletting and containing such other provisions as are
consistent with this Lease. Tenant further agrees that notwithstanding any
assignment or sublet of any or all of Tenants interest in this Lease
(irrespective of whether or not Landlords consent is required therefor),
Tenant shall remain fully and primarily liable for the payment and performance
of its obligations hereunder, and in the case of assignment such liability
shall be joint and several with such assignee or assignees from time to time.
Any consent by Landlord to  18


a
particular assignment, sublease or occupancy or other act, from time to time,
for which Landlords consent is required pursuant to this ARTICLE 8,and any provision of this Lease
which permits an assignment, sublease or occupancy or other act without
Landlords consent shall not in any way diminish the prohibition stated in this
Section 8.1as to any such
further assignment, sublease or occupancy or other act or the continuing
liability of the original named Tenant or of any assignee from time to time.
Assignment of the Lease or a sublease of all or a portion of the Premises to a
parent, affiliate, or subsidiary of Tenant shall be permitted hereunder without
the consent of Landlord. Any assignee or subtenant shall be obligated to enter
into a written instrument in form satisfactory to Landlord in its reasonable
discretion agreeing to be bound by all obligations of Tenant under this Lease
(with respect only to the subleased premises in the case of a sublease),
including without limitation, the covenant against further assignment and
subletting.  8.2          Additional
Events Deemed to be Assignment/Sublet. Without limiting the foregoing, each of the
following events shall, for all purposes hereof, be deemed to be an
assignment/sublet of this Lease and shall be subject to the provisions of this ARTICLE 8:(i) Tenant entering into
any agreement pursuant to which a third party undertakes or is granted by or on
behalf of Tenant the right to assign or attempt to assign this Lease or to
sublet or attempt to sublet all or any portion of the Premises; (ii) the
transfer (by one or more transfers) of a controlling portion of or interest in
(meaning more than fifty percent (50%)) of the voting rights or stock or
partnership or membership interests or other evidences of equity interests of
Tenant; provided, however, that a transfer (i) of equity interests in
Tenant on a nationally recognized public stock exchange, (ii) of all or a
portion of the equity interest of Tenant to a parent, affiliate, or subsidiary
of Tenant, (iii) of all or substantially all the equity interests of
Tenant arising from a merger of Tenant with another entity or acquisition of
Tenant by another entity, or (iv) of all or substantially all of the
assets of Tenant to another entity shall not be deemed an assignment for which
Landlords consent is required within the meaning of this ARTICLE 8.  8.3          Provisions
Incorporated Into Sublease. Any sublease of all or a portion of the Premises shall be deemed to
include the following provisions (notwithstanding any provision of the sublease
to the contrary) and such provisions shall be deemed included in any Landlord
consent agreement: (i) the term of the sublease must end no later than one
day before the last day of the Term of this Lease; (ii) no sublease shall
be valid, and no sublessee shall take possession of all or any part of the
Premises until a fully executed counterpart of such sublease has been delivered
to Landlord; (iii) such sublease is subject and subordinate to this Lease
and the provisions hereof; and (iv) in the event of termination of this
Lease for any reason or reentry or repossession of the Premises by Landlord,
Landlord may, in its sole discretion and option, take over and assume all of
the right, title and interest of Tenant, as sublessor under such sublease,
whereupon, from and after notice thereof given by Landlord to such sublessee,
such sublessee shall attorn to Landlord and pay rent and perform all
obligations of such sublessee under such sublease for the full term of such
sublease directly to Landlord, such sublease, from and after such notice,
constituting a direct lease between Landlord and such sublessee; provided,
however, that Landlord shall not (A) be liable for any previous act or
omission of Tenant under such sublease; (B) be subject to any credit,
claim, defense or offset previously accrued in favor of such sublessee against
Tenant; (C) be bound by any previous modification of such sublease made
without Landlords prior written consent or by any previous prepayment of more
than one (1) months rent; or (D) be required to account for, or be
responsible for, any security deposit not  19


actually
delivered to Landlord, and then, only to the extent not previously applied to
amounts due. If a Default of Tenant occurs and Landlord elects to take over all
of the right, title and interest of Tenant as sublessor under such sublease and
to cause such sublessee to attorn to Landlord, all as provided above, then for
the purposes of the foregoing provisions of thisARTICLE 8only, by execution of a sublease, each such
subtenant shall be deemed to have agreed that such subtenant and Landlord shall
be in privity of contract with each other.  8.4Collection of Rent. If Tenant assigns its interest under this Lease, or sublets or allows
occupancy of the Premises or any part thereof by any party other than Tenant,
whether or not in violation of the terms and conditions of this ARTICLE 8,Landlord may, at any time and from time to
time, collect rent and other charges from any assignee and only from and after
a Default of Tenant from any sublessee or occupant, and apply the net amount
collected to the Rent and other charges herein reserved, but no such
assignment, sublease, occupancy, collection or modification of any provisions
of this Lease shall be deemed a waiver of this covenant, or the acceptance of
the assignee, sublessee or occupant as a tenant or a release of Tenant from the
payment and further performance of obligations on the part of Tenant to be
performed hereunder.  8.5Excess Payments. If Tenant
assigns its interest under this Lease or sublets or otherwise permits occupancy
of the Premises or any portion thereof, Landlord shall be entitled to an amount
equal to fifty percent (50%) of all Profits (as defined below). As used herein,
the term Profitsmeans the amount, if any, by
which (a) all compensation received by Tenant as a result of such
assignment or sublease, or other occupancy, net of (a) reasonable expenses
actually incurred by Tenant in connection with such assignment or sublease or
other occupancy with such reasonable expenses to be amortized without interest
over the remaining Term (or, with respect to fit-up costs, the useful life
thereof, if greater than the remaining Term) (the Amortized Costs) and (b) up to $1,600,000 in the
aggregate of hard construction costs actually paid out of pocket by Tenant
between the date hereof and December 31, 2005 only for Initial Work and work
related to the Expansions (with evidence reasonably satisfactory to Landlord
with respect to such actual out of pocket payments having been delivered to
Landlord by December 31, 2006) as ratably amortized without interest over
the remaining Term, specifically excluding Landlords Contribution and
allowance under Section 5.2,and
with such Amortized Costs and such excess payments to be recalculated upon any
extension or renewal of the Term hereof, exceeds (b) in the case of an
assignment, the Rent under this Lease, and in the case of a sublease or other
occupancy, the portion of the Rent allocable to the portion of the Premises
subject to such subletting or other occupancy. Together with Tenants notice
and/or request for Landlords consent to such assignment or sublet, Tenant
shall deliver to Landlord a schedule of anticipated Profits and a schedule of
anticipated Amortized Costs. All payments due pursuant to this Section 8.5shall be made on a monthly basis concurrently
with Tenants payment of Basic Rent hereunder. Landlord shall have the right,
upon five (5) days prior written notice to Tenant, to review Tenants
books and records with respect to such excess payments at no out-of-pocket cost
to Tenant. Notwithstanding the foregoing, the provisions of this Section 8.5shall impose no obligation on Landlord to
consent to any assignment/subletting/occupancy with respect to this Lease.  8.6Payment of Landlords Costs. Tenant shall reimburse Landlord on demand, as Additional Rent, for any
out-of-pocket costs (including reasonable Attorneys Fees and expenses)
incurred by Landlord in connection with each actual or proposed assignment,
sublease,  20


occupancy
agreement, or other act described in Section 8.1or Section 8.2or other request for
approval or execution of any document whatsoever whether or not consummated,
including without limitation, the costs of making investigations as to the
acceptability of a proposed assignee, sublessee or occupant. Tenant shall have
the right, upon five (5) days prior written notice to Landlord, to review
Landlords books and records with respect to such out-of-pocket costs at no
out-of-pocket cost to Landlord.  8.7Conditions
to Effectiveness of Assignment/Sublet. Any assignment, sublease or occupancy agreement shall not be valid or
binding on Landlord and no assignee, sublessee or occupant shall take
possession of all or any portion of the Premises unless and until (i) Tenant,
Landlord and the assignee, sublessee, or occupant have each executed a consent
agreement, in form and substance satisfactory to Landlord (which consent
agreement shall provide, among other things, that said assignee, sublessee or
occupant agrees 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, except in the event of a sublease of only a portion
of the Premises, in which case such obligations shall only apply to the portion
being sublet, and shall otherwise comply with this ARTICLE 8), (ii) Tenant has delivered to Landlord
a fully executed counterpart of such assignment, sublease or occupancy
agreement acceptable to Landlord, together with a final schedule of expected
Profits and a final schedule of expected Amortized Costs, (iii) Tenant has
paid to Landlord any sums required pursuant to Section 8.6hereof, and (iv) Tenant
has delivered to Landlord evidence (in the form of a certificate of insurance
using Acord 27 or equivalent) of compliance by the assignee/sublessee with the
insurance provisions of this Lease.  ARTICLE 9MAINTENANCE, REPAIRS AND REPLACEMENTS  9.1Landlords
Obligations. Except as
otherwise provided in this Lease, Landlord agrees to (i) keep the parking
lots and driveways in good condition, properly lit, and reasonably free of snow
and ice, (ii) keep and maintain all landscaped areas in the outdoor
portions of the Property in a neat and orderly condition, (iii) maintain,
repair and replace the Structure of the Buildings excluding the Alterations;
provided, however, that Tenant (and not Landlord) shall be responsible with
respect to any condition caused by or related to (A) any misconduct or
neglect of Tenant, its Agents, invitees or independent contractors, or (B) the
Alterations or Tenants Removable Property. As used herein, the term Structuremeans the
exterior walls, load bearing portions of the walls, columns, beams, concrete
slab, footings, structural beams of the roof, and all Landlord Utilities, as
defined in Section10.2
in each case as necessary to preserve the load bearing capacity thereof,
Landlord also shall not be responsible for any maintenance, repair or
replacement at the Premises other than as expressly set forth in this Section 9.1.  Provided
Tenant complies with its repair and maintenance obligations under this Lease
and its obligations under Section 5.2,Landlord shall, at its expense, make any necessary replacements of
the roof and the rooftop HVAC units as required in Landlords reasonable
determination, in the case of the roof, in order to maintain the roof in a
watertight condition and, in the case of the rooftop HVAC units, to provide
substantially the levels of heating, ventilating and air conditioning which the
same provide as of the date hereof.  21


All
of the costs of Landlord pursuant to this ARTICLE 9 shall
be included in Operating Expenses, including without limitation, capital
replacements, as set forth inExhibit B, Paragraph 6 unless specifically excluded from
Operating Expenses pursuant to the provisions of Exhibit B.  Landlord
shall never be liable for any failure to perform any of its maintenance, repair
or replacement obligations under this Lease unless Tenant has given notice to
Landlord of the need to perform the same, and Landlord fails to commence to
perform the same within a reasonable time thereafter, or fails to proceed with
reasonable diligence to complete such performance.  9.2         Tenants
Obligations.  (a)           Except to the extent specifically
required of Landlord under Section 9.1,Tenant
will keep the Premises and every part thereof neat and clean including without
limitation arranging for trash removal and disposal with respect thereto.
Tenant further agrees to keep in good order, condition and repair (including
replacement of) each and every part of the Premises, including without
limitation, window glass, the roof (excluding the structural beams thereof and
excluding the replacement of the roof to the extent that the same is Landlords
obligation under Section 9.1after
the initial replacement thereof by Tenant under Section 5.2) and
all Building Systems (excluding replacement of the rooftop HVAC units to the
extent that the same is Landlords obligation under Section 9.1),
and all Tenant Utilities, as defined in Section 10.2and all other improvements at the Premises, and Tenant shall
surrender the Premises to Landlord, at the end of the Term, in such condition,
subject to normal wear and tear to carpeting and painted interior surfaces.
Without limitation, Tenant shall comply with Applicable Law and the standards
recommended by the local Board of Fire Underwriters applicable to Tenants use
and occupancy of the Premises, and shall, at Tenants expense, timely obtain
all permits, licenses and the like required thereby.  (b)           Tenant shall, at its sole cost and
expense, obtain and at all times during the Term hereof maintain in full force
and effect, a service contract in form and substance reasonably satisfactory to
Landlord for the maintenance of the HVAC system serving the Premises, which
service contract shall cover replacement of component parts, and Tenant shall
deliver to Landlord a copy of such HVAC service contract promptly upon the
execution hereof, but such requirement shall not be deemed to limit or
otherwise affect Tenants obligation to maintain, repair and replace any
supplemental HVAC equipment installed by Tenant, including without limitation,
HVAC equipment for server rooms which shall be Tenants sole responsibility.  (c)             If either party is
required to repair, replace or maintain any portion of the Buildings pursuant
to the provisions of this Lease and fails to commence to perform such act
within ten (10) Business Days after written notice from the other party,
or fails to complete such act so commenced within thirty (30) days of said
notice or such longer period as may be reasonably required so long as such work
is being diligently conducted (except that no notice shall be required in the
event of an emergency), the other party may perform such act (but shall not be
required to do so), and in the case of Tenant failure, the provisions of Section 19.2(f) (Remedying Defaults)shall
be applicable to the costs thereof, and in the case of Landlord failure,
Landlord shall be responsible to reimburse Tenant for the costs of such work
except to  22


the
extent that such costs would have been included in Operating Expenses. The
party thereafter performing the work shall not be responsible to the party
failing to perform the work for any loss or damage whatsoever that may accrue
to such partys stock or business or property by reason of properly performing
such acts.  (d)           Tenant, shall, at its sole cost and
expense, arrange and pay for cleaning and janitorial services for the Premises,
substantially in accordance with the cleaning standards from time to time in
effect for the Buildings.  ARTICLE 10UTILITIES AND OTHER SERVICES  10.1Heating,
Ventilation and Air-Conditioning. Except as set forth in Section 9.1above, Tenant and not Landlord shall furnish all heating and cooling
for the Premises as required by Tenant for the comfortable occupancy thereof,
but at a minimum Tenant shall furnish sufficient heating to the Premises to
prevent any damage to the Property, including without limitation, the freezing
of pipes.  10.2Utilities.  (a)           General. Landlord shall be responsible for the
following (collectively, the Landlord
Utilities): all electricity, natural gas (if any), water,
and septic service lines from the property line of the Park up to their entry
point into the Buildings (the Utility
Switching Points), and Tenant shall be responsible for such
utilities from the Utility Switching Points into and throughout the Premises
and for all oil supplies, telecommunications and other utility services,
modifications made to the Landlord Utilities after the date hereof, and any new
utilities, including without limitation, sewer service, installed after the
date hereof (collectively, Tenant Utilities). All utility services shall be separately metered, and Tenant shall pay
all charges therefor directly to the utility provider. Notwithstanding the
foregoing, electrical service for the Premises shall also be governed by the
provisions of subsections (b), (c),
and (d)below.  (b)           Electricity;
Arrangement/Metering. Tenant shall pay all charges for utilities directly to the utility
provider. Upon prior notice and approval by Landlord, Tenant may supplement
and/or modify Landlords existing wires, risers, conduits and other electrical
equipment of Landlord serving the Premises. Any additional feeders or risers to
supply Tenants, or any subtenants, electrical requirements in addition to
those originally installed and all other equipment proper and necessary in
connection with such feeders or risers, shall be installed by and at
the sole cost and expense of Tenant, provided that such additional feeders and
risers are permissible under Applicable Law and insurance regulations and the
installation of such feeders or risers will not cause permanent damage or
injury to the Buildings or cause or create a dangerous condition or
unreasonably interfere with other tenants of the Buildings. Tenant agrees that
it will not make any material alteration or material addition to the electrical
equipment and/or appliances in the Premises without the prior written consent
of Landlord, which consent will not be unreasonably withheld, conditioned or
delayed.  (c)           Capacity. Tenant warrants and represents to Landlord
that its electrical demand
requirement shall not adversely affect the Buildings electrical system. Tenants
use of  23


electrical
energy in the Premises shall not at any time exceed the maximum capacity
permitted from time to time under Applicable Law or the capacity of any of the
electrical conductors and equipment in or otherwise serving the Premises and
Tenant shall repair any damage caused by Tenants failure to observe such
requirements. Any additional feeders or risers necessary to supply electricity
to the Premises in addition to those originally installed and all other
equipment proper and necessary in connection with such feeders or risers, shall
be installed by Tenant at its sole cost and expense, provided that such
additional feeders and risers and other equipment are permissible under
Applicable Law and insurance regulations and the installation of such feeders
or risers will not cause permanent damage or injury to the Buildings or cause
or create a dangerous condition. Tenant agrees that it will not make any
material alteration or material addition to the electrical equipment and/or
appliances in the Premises without the prior written consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed.  (d)           No Landlord Liability. Landlord shall not be liable in any way to
Tenant for any failure or defect in the supply or character of electrical
energy furnished to the Premises by reason of any requirement, act or omission
of the public or other utility serving the Buildings with electricity unless
due to the act or omission of Landlord or Landlords Agents or independent
contractors. Landlord shall not be liable or responsible to Tenant for any
loss, damage or expense that Tenant may sustain or incur if the quantity,
character or supply of electrical energy is changed or is no longer available
or suitable for Tenants requirements.  (e)           Interruption of Service. Landlord reserves the right to curtail,
suspend, interrupt and/or stop the supply and/or flow of water, sewage,
electrical current, and other services, and to curtail, suspend, interrupt
and/or stop use of entrances and/or lobbies serving as access to the Buildings,
or other portions of the Property, provided that, except in the event of any
emergency, Landlord shall provide Tenant with at least seven (7) days
prior notice before taking any such action, without thereby incurring any
liability to Tenant, when necessary or advisable, in Landlords judgment, by
reason of accident or emergency, or for repairs, alterations, replacements or
improvements necessary or advisable, in Landlords judgment, or when prevented
from supplying such services or use due to any act or neglect of Tenant or
Tenants Agents, invitees or independent contractors or any person claiming by,
through or under Tenant or by Force Majeure. No diminution or abatement of
Basic Rent or Additional Rent, nor any direct, indirect or consequential
damages shall be claimed by Tenant as a result of, nor shall this Lease or any
of the obligations of Tenant hereunder be affected or reduced by reason of, any
such interruption, curtailment, suspension or stoppage in the furnishing
of the foregoing services or use, irrespective of the cause thereof. Failure or
omission on the part of Landlord to furnish any of the foregoing services or
use as provided in this ARTICLE 10shall
not be construed as an eviction of Tenant, actual or constructive, nor entitle
Tenant to an abatement of Basic Rent or Additional Rent, nor render the Landlord
liable in damages, nor release Tenant from prompt fulfillment of any of its
covenants under this Lease.  24


ARTICLE 11 REAL ESTATE TAXES  11.1      Payments
on Account of Real Estate Taxes.  (a)Tax
Yearshall mean a twelve
(12) month period commencing on July 1 and falling wholly or partially
within the Term, and Taxesshall mean: (i) all taxes, assessments
(special or otherwise), betterments, levies, fees and all other government
levies, exactions and charges of every kind and nature, general and special,
ordinary and extraordinary, foreseen and unforeseen, which are, at any time
prior to or during the Term, imposed or levied upon or assessed against the
Property, including without limitation, any Expansions, or any portion thereof
or against the Park or any portion thereof, or against any Basic Rent,
Additional Rent or other rent of any kind or nature payable to Landlord by
anyone on account of the ownership, leasing or operation of the Property and
any portion thereof, or which arise on account of or in respect of the
ownership, development, leasing, operation or use of the Property or any
portion thereof or the Park or any portion thereof; (ii) all gross
receipts taxes or similar taxes imposed or levied upon, assessed against or
measured by any Basic Rent, Additional Rent or other rent of any kind or nature
or other sum payable to Landlord by anyone on account of the ownership,
development, leasing, operation, or use of the Property or any portion thereof
or the Park or any portion thereof; (iii) all value added, use and similar
taxes at any time levied, assessed or payable on account of the ownership,
development, leasing operation, or use of the Property or any portion thereof
or the Park or any portion thereof; and (iv) reasonable expenses of any
proceeding for abatement of any of the foregoing items included in Taxes; but
the amount of special taxes or special assessments included in Taxes shall be
limited to the amount of the installment (plus any interest, other than penalty
interest, payable thereon) of such special tax or special assessment required
to be paid during the year in respect of which such Taxes are being determined.
There shall be excluded from Taxes: (A) all income, estate, succession,
franchise, inheritance and transfer taxes of Landlord; provided, however, that
if at any time during the Term the present system of ad valorem taxation of
real property shall be changed so that a capital levy, franchise, income,
profits, sales, rental, use and occupancy, excise or other tax or charge shall
in whole or in part be substituted for, or added to, such ad valorem tax and
levied against, or be payable by, Landlord with respect to the Property or any
portion thereof or the Park or any portion thereof, such tax or charge shall be
included in the term Taxes for the purposes of this Article; (B) any
item to the extent otherwise included in Operating Expenses; (C) any
environmental assessments, charges or liens arising in connection with the
remediation of Hazardous Materials from the Premises or Buildings, the
causation of which arose (1) prior to the Commencement Date of the Prior
Leases, or (2) after the Commencement Date of the Prior Leases, to the
extent not caused by Tenant or Tenants Agents, independent contractors or
invitees or Zymark or Zymarks Agents, independent contractors or invitees or
Tenants or Zymarks sublessees or assignees; (D) costs or fees payable to
public authorities separate from the ordinary tax bill in connection with any
future construction, renovation and/or improvements by Landlord within the Park
other than the Expansions or the Initial Work, including exactions for transit,
housing, schools, open space, child care, arts programs, environmental impact
reports, traffic studies, and transportation system management plans; and (E) reserves
for future Taxes, except as set forth in subsection (c)below. Additionally, interest and penalties
incurred as a result of Landlords late payment of Taxes shall not be included
in the definition of Taxes unless Tenant was late in its payment of Taxes to
Landlord. Because the Property is commonly assessed with other real property,
Taxes shall include only Taxes on the Property and the Propertys proportionate
share of any Park tax assessment not attributable to a particular building
based upon the ratio of the rentable square footage of the Premises Rentable
Area from time to  25


time
to the rentable square footage of all of the Buildings on all of the real
property in the Park from time to time (thePark Share).  (b)           For the portion of the Term through
and including June 30, 2005, Tenant shall pay taxes in accordance with the
Prior Leases, the provisions of which are incorporated herein by this reference
for such purpose and from and after the commencement of Fiscal Year 2006, that
is, July 1, 2005, Tenant shall pay to Landlord, as Additional Rent, Tenants
Proportionate Share of Taxes, such amount to be apportioned for any portion of
a Tax Year in which the Term Commencement Date falls or the Term expires.  (c)           Estimated payments by Tenant for
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. Tenants monthly estimated payment for Taxes shall be sufficient to
provide Landlord with a sum equal to 1/12 of Tenants required payment for Taxes
for the then current Tax Year, as reasonably estimated by Landlord from time to
time. Once annually, Landlord shall advise Tenant of the amount of the tax
bills for the prior Tax Year and the computation of Tenants required payment
for Taxes. If estimated payments for Taxes theretofore made by Tenant for the
Tax Year covered by such bills exceed the required payment for Taxes for such
Tax Year, Landlord shall credit the amount of overpayment against subsequent
obligations of Tenant for Taxes (or promptly refund such overpayment if
requested by Tenant, or if the Term of this Lease has ended and Tenant has no
further obligation to Landlord); but if the required payments for Taxes for
such Tax Year are greater than estimated payments for Taxes theretofore made
for such Tax Year, Tenant shall pay the difference to Landlord as Additional
Rent within thirty (30) days after being so advised by Landlord in writing, and
the obligation to make such payment for any period within the Term shall
survive expiration or earlier termination of the Term.  11.2Abatement. If Landlord shall receive any tax refund or
reimbursement of Taxes or sum in lieu thereof (a Tax Refund) with respect to any Tax Year all or any
portion of which falls within the Term, then out of any balance remaining of
the Tax Refund, after deducting Landlords expenses in obtaining same unless
such expenses have been paid by Tenant, Landlord shall pay to Tenant, provided
there does not then exist a Default of Tenant, an amount equal to such Tax Refund
apportioned if such refund is for a Tax Year a portion of which falls outside
the Term) multiplied by Tenants Proportionate Share; provided, that in no
event shall Tenant be entitled to receive more than the payments for Taxes made
by Tenant for such Tax Year pursuant to subsection (b)of Section 11.1.  ARTICLE 12OPERATING EXPENSES  12.1Definitions.  (a)Operating Yearshall mean each calendar year all or any part
of which falls within the Term; and  (b)Operating Expensesshall mean the aggregate costs and expenses
incurred by Landlord with respect to the operation, administration, cleaning,
repair, replacement,  26


maintenance
and management of the Property and Tenants Park Share as defined inSection 11.1,of Park costs and expenses, including without
limitation, as set forth in Exhibit B attached hereto, provided that if during any
portion of the Operating Year for which Operating Expenses are being computed,
less than all of the Buildings was occupied by tenants or Landlord was not
supplying all tenants with the services being supplied under this Lease, actual
Operating Expenses incurred shall be extrapolated reasonably by Landlord on an
item by item basis to the estimated Operating Expenses that would have been
incurred if the Buildings were fully occupied for such Operating 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
Operating Year.  12.2Tenants
Payment of Operating Expenses.  (a)           For the portion of the Term through
and including December 31, 2005, Tenant shall pay Operating Expenses and
other Additional Rent in accordance with the Prior Leases, the provisions of
which are incorporated herein by this reference for such purpose, and from and
after January 1, 2006, Tenant shall pay to Landlord, as Additional Rent,
an amount equal to Operating Expenses multiplied by Tenants Proportionate
Share, such amount to be apportioned for any portion of an Operating Year in
which the Term Commencement Date falls or the Term expires.  (b)           Estimated payments by Tenant for
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 payment for Operating Expenses for such Operating Year, as
reasonably estimated by Landlord from time to time during each Operating Year.
Within one hundred fifty (150) days after the end of each Operating Year,
Landlord or Landlords Agent shall submit to Tenant a reasonably detailed
statement of Operating Expenses for the prior Operating Year, and Landlord or
Landlords Agent shall certify to the accuracy thereof. If estimated payments
for Operating Expenses theretofore made by Tenant for such Operating Year
exceed Tenants required payment for Operating Expenses for such Operating Year
according to such statement, Landlord shall credit the amount of overpayment
against subsequent obligations of Tenant with respect to Operating Expenses (or
promptly refund such overpayment if requested by Tenant or if the Term of this
Lease has ended and Tenant has no further obligation to Landlord); but if the
required payments for Operating Expenses for such Operating Year are greater
than the estimated payments (if any ) theretofore made by Tenant for Operating
Expenses for such Operating Year, Tenant shall pay to Landlord, as Additional
Rent, within thirty (30) days after being so advised by Landlord in writing,
the difference between the estimated and required Operating Expense Payments,
and the obligation to make such payment for any period within the Term shall
survive the expiration or earlier termination of the Term.  (c)           Tenant shall have the right to
examine, copy and audit Landlords books and records establishing Operating
Expenses for any Operating Year for a period of one (1) year following the
date that Tenant receives the statement of Operating Expenses for such
Operating Year from Landlord. Tenant shall give Landlord not less than thirty
(30) days prior notice of its intention to examine and audit such books and
records, and such examination and audit shall take  27


place
at such place within the continental United States as Landlord routinely
maintains such books and records, unless Landlord elects to have such
examination and audit take place in another location designated by Landlord in
the city and state in which the Property is located. Any such audit shall be
conducted by a certified public accountant, and all costs of the examination
and audit shall be borne by Tenant; provided, however, that if such examination
and audit establishes that the actual Operating Expenses for the Operating Year
in question are less than the amount set forth as the annual Operating Expenses
on the annual statement delivered to Tenant by at least five percent (5%), then
Landlord shall pay the reasonable costs of such examination and audit. If,
pursuant to the audit, the payments made for such Operating Year by Tenant
exceed Tenants required payment on account thereof for such Operating Year,
Landlord shall credit the amount of overpayment against subsequent obligations
of Tenant with respect to Operating Expenses (or promptly refund such
overpayment if the Term of this Lease has ended and Tenant has no further
obligation to Landlord); but, if the payments made by Tenant for such Operating
Year are less than Tenants required payment as established by the examination
and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days
after conclusion of the examination and audit, and the obligation to make such
payment for any period within the Term shall survive expiration of the Term.
Tenant shall not be permitted to engage an auditor which is paid on a
contingency or percentage basis unless Landlord approves of such auditor in
writing either prior to or after the execution of this Lease. Landlord hereby
pre-approves the Tenants use of RRG and P. Stevens Associates, Inc. If
Tenant does not elect to exercise its right to examine and audit Landlords
books and records for any Operating Year within the time period provided for by
this paragraph, Tenant shall have no further right to challenge Landlords
statement of Operating Expenses.  12.3        Triple
Net Lease. This
Lease is a triple net lease and it is intended that, except where specifically
provided herein, Tenant, and not Landlord, shall bear the costs incurred in
connection with the Property, and Tenants Park Share of the costs incurred in
connection with the Park, and all costs and expenses incurred in connection with
the Premises.  ARTICLE 13INDEMNITY AND INSURANCE  13.1        Tenants
Indemnity. Except
to the extent arising from the gross negligence or willful misconduct of
Landlord or Landlords Agents, Tenant agrees to indemnify and save harmless
Landlord and Landlords Agents from and against all claims, losses, cost,
damages, liabilities or expenses of whatever 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 whatsoever to any person, or to property of any person, occurring
outside of the Premises but on or about the Property, where such accident,
damage or injury results or is claimed to have resulted from any act or omission
on the part of Tenant or Tenants Agents, invitees or independent contractors; (iii) from
the use or occupancy of the Premises or of any business conducted therein, and,
in any case, occurring (A) after the Term Commencement Date until the
Expiration Date or earlier termination of the Term of this Lease, and (B) thereafter
so long as Tenant is in occupancy of all or any part of the Premises; or (iv) from
any default or breach by Tenant or Tenants Agents under the terms or covenants
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 any  28


proceeding
brought thereon, and the defense thereof, including, without limitation,
reasonable Attorneys Fees and costs at both the trial and appellate levels.
The provisions of this Section 13.1
shall survive the expiration or earlier termination of this Lease, regardless
of the cause of such expiration or earlier termination.  13.2      Tenants
Insurance.  (a)Commercial General Liability. 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 all
or any part of the Premises, a policy of commercial general liability insurance
(using the current Insurance Services Offices (ISO) form) under which
the insurer agrees to indemnify, defend with counsel satisfactory to Landlord,
and hold Landlord, Landlords Managing Agent, and those in privity 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 13.1.  (b)Property Damage Insurance. Tenant agrees to maintain in full force from
the date hereof, throughout the Term of this Lease, and thereafter so long as
Tenant is in occupancy of all or any part of the Premises, a policy of property
damage insurance (ISO Causes of Loss  Special Form) with a business income
endorsement and a utility services  time element endorsement, under which the
insurer agrees to indemnify, defend with counsel satisfactory to Landlord, and
hold Landlord, Landlords Managing Agent, and those in privity 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 13.1.  (c)Insureds/Umbrella Policy. With respect to the above-referenced commercial
general liability and property insurance policies:  (i)Insured/Named
Insureds.
Tenant shall be named as an insured and Landlord, Landlords Managing Agent and
such other persons as are in privity of estate with Landlord as may be set out
in a notice to Tenant from time to time, shall named as additional insureds;
and  (ii)Umbrella
Policy.
Tenant may satisfy such insurance requirements by including the Premises in a
so-called blanket and/or umbrella insurance policy, provided that the
amount of coverage allocated to the Premises shall fulfill the requirements set
forth herein. Tenants commercial general liability insurance policy shall be
written on an occurrence basis, and shall be in at least the amounts of the
General Liability Insurance specified in Section 1.1or such greater amounts as Landlord in its reasonable discretion shall
from time to time request.  (d)Tenant Casualty 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 all
or any part of the Premises, property insurance (ISO Causes of Loss  Special
Form) on a replacement cost basis, insuring Tenants Removable Property, the
Initial Work and any Alterations made by Tenant pursuant to ARTICLE 7,to the extent that the same have not become
the property of Landlord. During the  29


construction
of any Expansion, Tenant shall, upon billing therefor, pay to Landlord the cost
of any endorsement to any insurance policy of Landlord with respect to builders
risk completed value non-reporting form (including without limitation all risk,
fire, earthquake and extended coverage (including collapse, contract
demolition, removal of debris and increased cost of construction)).  (e)Tenants General
Insurance Requirements. Each policy required hereunder shall be
non-cancelable and non amendable with respect to Landlord, Landlords Managing
Agent and Landlords said designees without twenty (20) days prior written
notice to Landlord. With respect to all insurance which Tenant is required to
carry hereunder. Tenant shall, prior to entering the Premises for any reason,
deliver to Landlord a duplicate original policy or a certificate of insurance
reasonably satisfactory to Landlord, together with a photocopy of the entire
policy, with respect thereto.  (f)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. Landlord shall not be liable to
Tenant, or Tenants Agents, contractors or invitees for any damage, injury, loss,
compensation, or claim (including, but not limited to, claims for the
interruption of or loss to Tenants business) based on, arising out of or
resulting from any cause whatsoever, including, but not limited to, repairs to
any portion of the Premises or the Property, any fire, robbery, theft,
mysterious disappearance and/or any other crime or casualty, the actions of any
other tenants of the Park or of any other person or persons, or any leakage in
any part or portion of the Premises or the Buildings, or from water, rain or
snow that may leak into, or flow from any part of the Premises or the
Buildings, or from drains, pipes or plumbing fixtures in the Buildings, except
for personal injury to Tenants Agents, invitees and independent contractors
when due to the gross negligence or willful misconduct of Landlord or Landlords
Agents. Any goods, property or personal effects stored or placed in or about
the Premises shall be at the sole risk of Tenant, and neither Landlord nor
Landlords insurers shall in any manner be held responsible therefor. In no
event shall Landlord be liable to Tenant for any indirect or consequential
damages resulting from Landlords acts or omissions.  13.3Waiver of Subrogation. The parties hereto shall each procure an
appropriate clause in, or endorsement to, any property insurance policy on the
Premises or any personal property, fixtures or equipment located thereon or
therein, pursuant to which the insurer waives subrogation or consents to a
waiver of right of recovery in favor of either party and its respective Agents.
Having obtained such clauses and/or endorsements, each party hereby agrees that
it will not make any claim against or seek to recover from the other or its
Agents for any loss or damage to its property or the property of others
resulting from fire or other perils covered by such property insurance.  13.4Landlord Insurance. Landlord shall maintain the following
insurance, and such other insurance as it elects, during the Term of this
Lease:  (a)           Workers Compensation insurance as
required by any applicable law or regulation and in accordance with the laws of
the state, territory or province having jurisdiction over each partys
employees and Employers Liability insurance with limits of One Million Dollars
($1,000,000).  30


(b)             Commercial general
liability insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence or per claim and Two Million Dollars
($2,000,000.00) in the annual aggregate. Such insurance shall provide coverage
for (a) bodily injury, property damage, personal injury and advertising
injury, (b) contractual liability, not only for bodily injury and property
damage, but also for personal injury and advertising injury, and (c) cross
liability. Such insurance shall include Tenant as additional insureds, but only
to the extent of liabilities falling within the indemnity obligations of a
Named Insured. The additional insureds shall include Landlords employees and
agents,. If such insurance is maintained on a claims-made basis, then such
insurance shall be maintained for an additional period of three years after
termination of this Lease and any extension thereof.  (c)          Business Automobile Liability insurance covering all owned,
rented (hired) and non-owned vehicles used in connection with this Lease or the
Premises. Such insurance shall have limits of One Million Dollars ($1,000,000)
each accident for bodily injury and property damage.  (d)         Landlord agrees to maintain in full force and effect, during
the Term of this Lease, property damage insurance with such deductibles and in
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.  (e)          Upon Tenants written request from time to time, Landlord
shall deliver to Tenant a duplicate original policy or a certificate of
insurance reasonably satisfactory to Tenant, together with a photocopy of the
entire policy, with respect thereto.  ARTICLE 14FIRE, EMINENT DOMAIN, ETC.  14.1Landlords Right of Termination. If (a) the Premises or any Building is
substantially damaged by fire or casualty (the term substantially damaged
meaning damage of such a character that the same cannot, in the ordinary
course, reasonably be expected to be repaired within nine (9) months from
the time that repair work would commence), or (b) the Premises or any
Building is damaged and all or a portion of such damage is uninsured, or (c) part
of any Building or the Property 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 to Tenant of Landlords election so to do within ninety (90) days
after the occurrence of such casualty or the effective date of such taking,
whereupon this Lease shall terminate on the earlier of (a) thirty (30)
days after the date of such notice or (b) the effective date of such
taking with the same force and effect as if such date were the date originally
established as the expiration date hereof.  31


14.2Restoration; Tenants Right
of Termination. If (a) the
Premises or any Building is damaged by fire or other casualty, or (b) all
or part of any Building is taken by right of eminent domain; and this Lease is
not terminated pursuant to Section 14.1,Landlord shall thereafter
use reasonable efforts (to the extent practicable in Landlords reasonable
determination in light of the nature of any taking or the election by
Landlords lender to apply all or a portion of any resulting insurance proceeds
to the repayment of Landlords loan) to restore such Building(s) and the
Premises (excluding all Alterations) to proper condition for Tenants use and
occupation, provided that Landlords obligation shall be limited to the amount
of insurance and eminent domain proceeds available therefor. If, for any
reason, such restoration shall not be substantially completed within twelve
(12) months after the expiration of the ninety (90) day period referred to in Section 14.1(which twelve (12) month period may be extended for such periods of
time as Landlord is prevented from proceeding with or completing such
restoration due to Force Majeure, but in no event for more than an additional
three (3) months), Tenant shall have the right to terminate this Lease by
giving notice to Landlord thereof within thirty (30) days after the expiration
of such period as so extended) provided that such restoration is not completed
within such period. Upon such termination, this Lease shall cease and come to
an end without further liability or obligation on the part of either party
(except with respect to obligations which are expressly stated herein to
survive expiration or termination) thirty (30) days after such giving of notice
by Tenant unless, within such thirty (30) day period, Landlord substantially
completes such restoration subject to the completion of minor punch list
items, the completion of which will not materially interfere with Tenants
business operations. 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.  14.3Abatement of Rent. If the Premises or any Building are damaged
by fire or other casualty, Basic Rent and Additional Rent payable by Tenant
shall abate proportionately for the period during which, by reason of such
damage, Tenants use of such Building(s) is prevented, having regard for
the extent to which Tenant may be required to discontinue Tenants use of all
or an undamaged portion of the Premises due to such damage, but such abatement
or reduction shall end if and when either (a) Landlord shall have
substantially completed sufficient restoration so that the Premises are in
substantially the condition it was in prior to such damage except for all
Alterations which shall be completed by Tenant and Tenant has had a reasonable
period of time (but in no event more than one hundred eighty (180) days if
substantial damage, as defined above, has occurred nor more than ninety (90)
days in all other cases) to complete restoration of the Initial Work, the
Expansions and any Alterations existing at the time of the fire or other
casualty, or (b) Tenant shall have commenced occupancy and use of such
Building(s). If the Premises shall be affected by any exercise of the power of
eminent domain, Basic Rent and Additional Rent payable by Tenant shall be
justly and equitably abated and reduced according to the nature and extent of
the loss of use of such Building(s) suffered by Tenant. In no event shall
Landlord have any liability for damages to Tenant for inconvenience, annoyance,
or interruption of business arising from any fire or other casualty or eminent
domain.  14.4Condemnation Award. Landlord shall have and hereby reserves and
excepts, and Tenant hereby grants and assigns to Landlord, all rights to
recover for damages to the Property and the leasehold interest hereby created,
and to compensation accrued or hereafter to accrue by reason of any taking, by
exercise of the right of eminent domain, and by way of confirming the
foregoing, Tenant hereby grants and assigns, and covenants with Landlord to  32


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. Notwithstanding the preceding, however, Tenant,
subject to, and subordinate to, the rights of any mortgage lender of the
Landlord with respect to the Property, shall have a right to a share of any
portion of a condemnation award which is directly attributable to the Initial
Work and the Expansions. The Tenants share of the portion of a condemnation
award directly attributable to the Initial Work and the Expansions shall be
equal to 50% of the then unamortized amount of Tenants actual out-of-pocket
payments for hard construction costs for the Initial Work and Expansions made
by Tenant through December 31, 2005 (up to a maximum amount of
$1,600,000.00 in out-of-pocket payments). Such payment amount shall be ratably
amortized without interest over the Initial Term. In no event shall Tenant have
the right to receive an amount greater than $800,000.00 out of any such award.
In addition, nothing contained herein shall be construed to prevent Tenant from
prosecuting in a separate condemnation proceeding 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.  ARTICLE 15ADDITIONAL COVENANTS  15.1Tenant.  (a)Estoppel Certificate. For the benefit of any third party lender or
prospective third party lender or purchaser or prospective purchaser of the
Property, Tenant shall, at any time and from time to time, upon not less than
fifteen (15) days prior written notice by Landlord, execute, acknowledge and
deliver to Landlord an estoppel certificate addressed to such party containing
such statements of fact with respect to this Lease and the Property as such
party reasonably requests. Each request by Landlord for an estoppel shall refer
to the obligation to provide the same within such fifteen (15) day period.  (b)Financial Statements. Tenant shall, except during any period of
time when Tenant is listed as a company on any national stock exchange, without
charge therefor, at any time (but not more than once annually except in the
case of a prospective loan or sale), within ten (10) days following a request
by Landlord, deliver to Landlord, or to any other party designated by Landlord,
a true and accurate copy of Tenants most recent financial statements.  15.2Landlord.  (a)           Covenant of Quiet Enjoyment. Subject to
the terms and conditions of this Lease, on payment of the Rent and observing,
keeping and performing all of the other terms and conditions of this Lease on
Tenants part to be observed, kept and performed, Tenant shall lawfully,
peaceably and quietly 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 covenants of quiet
enjoyment are in lieu of any other covenant of title or possession, express or
implied.  33


15.3     As to Both
Parties.  (a)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
notice of lease in substantially the form attached hereto as Exhibit E, or such other form as may be mandated by the state and/or county in
which the Property is located. In no event shall such document set forth the Rent
payable by Tenant hereunder; 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. At Landlords request,
promptly upon expiration of or earlier termination of the Term, Tenant shall
execute and deliver to Landlord a release of any document recorded in the real
property records for the location of the Property evidencing this Lease, and
Tenant hereby appoints Landlord Tenants attorney-in-fact, coupled with an
interest, to execute any such document if Tenant fails to respond to Landlords
request to do so within ten (10) days. The obligations of Tenant under
this subsection
(a)shall survive the
expiration or any earlier termination of the Term.  ARTICLE 16HOLDING OVER; SURRENDER  16.1   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 rent equal to one and one half (1.50) times the Basic Rent in
effect immediately prior to such expiration plus the Additional Rent 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.
In all other respects, such holding over shall be on the terms and conditions
set forth in this Lease as far as applicable.  16.2   Surrender of Premises. Upon the expiration or earlier termination
of the Term, Tenant shall peaceably quit and surrender to Landlord the Premises
in the condition in which the same are required to be kept pursuant to Section 9.2,together with the Initial Work, and all
Alterations (except as hereinafter provided), excepting only ordinary wear and
use and damage by fire or other casualty, and/or condemnation for which, under
other provisions of this Lease, Tenant has no responsibility to repair or
restore. Upon such expiration or earlier termination of the Term, Tenant shall
remove from the Premises (i) all of Tenants Removable Property, (ii) to
the extent specified by Landlord in writing at the time of their installation,
any Alterations, other than the Initial Work, excluding the Expansions, and all
partitions wholly within the Premises unless installed initially by Landlord in
preparing the Premises for Tenants occupancy; and shall repair any damage to
the Premises or the Buildings caused by such removal, and (iii) all
telecommunications lines and cabling installed by Tenant within the Premises or
elsewhere in the Buildings to the extent exclusively serving the Premises. Any
Tenants Removable Property which shall remain in the Buildings or on the
Premises after the expiration or earlier termination of the Term and surrender
of the Premises by the Tenant, its assignees and subtenants, 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.  34


ARTICLE 17RIGHTS OF MORTGAGEES  17.1Rights of Mortgagees.This Lease
shall be subject and subordinate to all matters currently of record, including
without limitation, deeds, easements and land disposition agreements, and to
the lien and terms of any mortgage, or deed of trust (collectively, with any
renewals, modifications, consolidations, replacements and extensions thereof, a
Mortgage,and the holder thereof
from time to time, and its successors, participants and/or assigns, the Holder) from time to time encumbering the Premises and to each advance
made thereunder, whether executed and delivered prior to or subsequent to the
date of this Lease, unless the Holder shall elect otherwise. Simultaneously
with the execution hereof, Tenant has executed a Subordination, Non-Disturbance
and Attornment Agreement (the Mass Mutual
SNDA).Landlord shall endeavor to obtain
an executed Mass Mutual SNDA from Babson Capital Management LLC (that is,
executed as agent for the current mortgagee, Massachusetts Mutual Life
Insurance Company), within thirty (30) days of the date of execution thereof by
Tenant and delivery thereof to Landlord. In the event that upon Tenants
execution of the Mass Mutual SNDA, said party has not executed the Mass Mutual
SNDA within said thirty (30) day period, Tenant shall have the right to
terminate this Lease by written notice to Landlord in the thirty (30) day
period following expiration of the initial thirty (30) day period for delivery
of the fully executed Mass Mutual SNDA, provided that any such notice of
termination shall be null and void if the Mass Mutual SNDA executed by said
party is obtained within thirty (30) days of Landlords receipt of such notice
of termination. If such a termination notice is not rendered null and void as
aforesaid, this Lease shall terminate, all security deposits and letters of
credit delivered hereunder shall be returned, the Lease shall have no further
force nor effect, and neither party shall any further rights, responsibilities
or obligations hereunder except such obligations as specifically stated to
survive expiration of the Term or the earlier termination of this Lease and
except that the Prior Leases shall be deemed revived and in full force and
effect as if this Lease were never executed. With respect to future mortgages,
the subordination described above shall take effect only at such time as such
mortgagee executes a Subordination, Non- Disturbance and Attornment Agreement
in the form attached hereto asExhibit H(an SNDA) (as modified to include specific mortgage references, mortgagee
information, and other similar information), it being agreed that Tenants
execution of the Mass Mutual SNDA or an SNDA shall not be a pre-condition of
the subordination of this Lease to any Mortgage. If the Holder or any other
party shall succeed to the interest of Landlord (such Holder or other party, a Successor),Tenant agrees
unconditionally to attorn to the Holder or Successor, and this Lease shall
continue in full force and effect between the Holder or Successor and Tenant.  17.2Assignment of Rents.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,
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.  35


17.3Notice to Holder.After receiving written notice
from Landlord (or any Holder) of any Holder of a Mortgage which includes the
Premises, no notice from Tenant to Landlord alleging any default by Landlord
shall be effective with respect to the Holder of a Mortgage unless and until a
copy of the same is given to such Holder (provided Tenant shall have been
furnished with the name and address of such Holder), it being agreed that such
Holder shall have the same rights to cure as Landlord shall have underSection 19.7and the curing of any of
Landlords defaults by such Holder shall be treated as performance by Landlord.  ARTICLE 18LETTER OF CREDIT/SECURITY DEPOSIT  18.1Letter of Credit.Within ten (10) days
following the execution hereof, Tenant agrees that it shall deliver to Landlord
a Letter of Credit (as defined below) in accordance with the provisions of thisSection 18.1.Provided
no Default of Tenant shall have occurred under this Lease and is continuing on
the applicable date, on or after each of the first seven (7) anniversaries of
the Commencement Date, Landlord will permit the Letter of Credit to be reduced
by $200,000 as of each such date. Subject to the foregoing conditions, such
reduction may occur automatically pursuant to the terms of the Letter of Credit
or on the request of Tenant, Landlord shall accept a replacement Letter of
Credit for the reduced amount delivering up the previous Letter of Credit upon
receipt of such replacement Letter of Credit.  (a)Letter
of Credit Requirements.As used
herein the termLetter of Creditmeans an unconditional irrevocable standby commercial letter of credit
that is: (i) in the amount set forth inSection 1.1,but may have the reduction schedule set forth above
inSection 18.1so long
as the conditions set forth therein are also included in the Letter of Credit, (ii) issued
by a reputable domestic commercial bank or other financial institution, the
long-term debt of which is rated at least A- or the equivalent thereof by
Standard & Poors Ratings Group, or A- or the equivalent thereof by
Moodys Investors Services, Inc., and having capital and surplus in excess
of Two Hundred Million and 00/100 Dollars ($200,000,000.00) and being well-capitalized
as defined in 12 CFR 325.103, (iii) either (1) binding for the period
through thirty (30) days after the expiration of the Term hereof, as the same
may be extended, or (2) binding for one (1) year and automatically
renewed annually unless the issuer of such Letter of Credit provides to
Landlord a written notice of non-renewal at least thirty (30) days prior to the
expiration of such one-year period, and (iv) substantially in the form
attached hereto asExhibitE.  (b)Substitute
Letter of Credit.In the
event that (i) any issuer of a Letter of Credit gives notice to Landlord
of the expiration or non-renewal of such Letter of Credit, or (ii) evidence
of the renewal of any Letter of Credit is not delivered to Landlord at least
thirty (30) days prior to the scheduled expiration of said Letter of Credit
(the first date on which either of such events occurs being referred to as theDeadline),Tenant
shall, within ten (10) days of the Deadline, deliver to Landlord a
substitute Letter of Credit, satisfying the requirements set forth above. If
Tenant fails to substitute a new Letter of Credit by such date, Landlord shall
have the right, without notice or demand, to draw on the Letter of Credit
currently in its possession and hold and apply the cash proceeds thereof as the
Security Deposit as set forth in this Lease. In addition, if the credit rating,
as determined by any commercially recognized rating agency, of the issuer of
the Letter of Credit falls from the level of its credit rating on the date of
this Lease,  36


Landlord
shall have the right to require Tenant to provide a substitute Letter of Credit
from an issuer with a credit rating equal to the credit rating of such original
issuer on the date of this Lease. If Tenant fails to deliver to Landlord a
substitute Letter of Credit, satisfying the requirements set forth above,
Landlord shall have the right, without notice or demand, to draw on the Letter
of Credit currently in its possession and hold and apply the cash proceeds
thereof as the Security Deposit as set forth in this Lease.  (c)Drawing Upon Letter of Credit.From and after
the occurrence of any Default of Tenant hereunder, Landlord may draw in full,
or in part from time to time, upon the Letter of Credit and immediately apply
all or a portion of the cash proceeds thereof to remedy said Default of Tenant,
and any cash proceeds not so immediately applied shall be held by Landlord and
shall constitute a Security Deposit hereunder, and Tenant hereby grants to
Landlord a first priority security interest therein.  In
the event a petition is filed by the Tenant seeking an adjudication of itself
as bankrupt or insolvent under any bankruptcy law or similar law or if any
petition shall be filed or action taken to declare Tenant a bankrupt or to
delay, reduce or modify Tenants debts or obligations or to reorganize or
modify Tenants capital structure or indebtedness or to appoint a trustee,
receiver or liquidator of Tenant or if an involuntary petition in bankruptcy is
filed against Tenant, Landlord may draw against the Letter of Credit for any
amount up to the full amount thereof paid by Tenant to Landlord within the
applicable preference period on account of its obligations under this Lease.
The amount so drawn shall be held by Landlord in a segregated account until
expiration of the preference period. If a preference claim is brought against
Landlord requiring Landlord to repay to the debtors estate the amount of any
payments made by Tenant to Landlord as a preference, Landlord may reimburse
itself out of the funds drawn under the Letter of Credit and so held the amount
of the preference payments that Landlord is required to pay back to the debtors
estate, together with reasonable attorneys fees and disbursements incurred by
Landlord in connection with any claim by the debtors estate for such payment.
Any amounts drawn down in accordance with this subparagraph that are unexpended
after expiration of the preference period shall be paid over to Tenant, or its
estate, as applicable.  18.2Security
Deposit.Any Security Deposit which
Landlord may, from time to time, receive pursuant to this Lease shall secure
the full and prompt payment and performance of Tenants obligations under this
Lease and Tenant hereby grants Landlord a first priority security interest
therein.  18.3Application
of Security Deposit.Any Security
Deposit shall be held and applied by the Landlord as set forth in this Lease.
Landlord shall hold any Security Deposit (or so much thereof as has not been
applied by Landlord pursuant hereto) until that date which is three (3) months
following the expiration or earlier termination of the Term as security for the
payment and performance of all of Tenants obligations hereunder. Landlord
shall have the right from time to time, without prejudice to any other remedy
Landlord may have, to apply such Security 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 Security Deposit, Tenant shall immediately
upon demand deposit with Landlord the amount so applied to restore the Security
Deposit to the full original amount of the Letter of Credit. Landlord shall
return the Security Deposit, or so much thereof as shall not have theretofore
been applied in accordance with the terms of this  37


Section, to Tenant on or before that date which is three (3) months
following 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,
provided that there is 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 have no obligation to pay
interest on the Security Deposit and may commingle the same with Landlords
other funds. If Landlord assigns Landlords interest under this Lease, the
Security Deposit, or any part thereof not previously applied, shall be turned
over by Landlord to Landlords assignee, and, if so turned over, Tenant agrees
to look solely to such assignee for proper application of the Security Deposit
in accordance with the terms of thisARTICLE 18.  The Holder of a Mortgage shall not be responsible to
Tenant for the return or application of any such Letter of Credit and/or
Security Deposit, whether or not it succeeds to the position of Landlord
hereunder, unless such Letter of Credit and/or Security Deposit shall have been
received in hand by such Holder.  18.4        Intentionally
Omitted.  ARTICLE 19DEFAULT; REMEDIES  19.1        Tenants
Default.  (a)           If
at any time subsequent to the date of this Lease any one or more of the following
events (each aDefault of Tenant)shall happen:  (i)     Tenant
shall fail to pay the Basic Rent or Additional Rent hereunder within five (5) days
following when due; or  (ii)     Tenant
shall fail to timely bond off or discharge a lien in accordance withSection 7.4herein within five (5) Business
Days of written notice by Landlord to Tenant of such failure; or  (iii)     Tenant
shall fail to timely deliver an estoppel certificate in accordance withSection 15.1(a)herein
within five (5) Business Days of written notice by Landlord to Tenant of
such failure; or  (iv)     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; provided, however that if such failure is of such a nature that
Tenant cannot reasonably remedy the same within such thirty (30) day period,
then Tenant shall have an additional period, not to exceed ninety (90) days
after the notice described in thissubsection
(iv),to remedy same, so long as Tenant promptly
commences (and in any event within such thirty (30) day period) and prosecutes
such remedy to completion with diligence and continuity; or  38


(v)     Tenants
leasehold interest in the Premises shall be taken on execution or by other
process of law directed against Tenant and Tenant does not dissolve or remove
such execution within sixty (60) days following such execution; or  (vi)     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  (vii)     An
Event of Bankruptcy (as hereinafter defined) shall occur with respect to
Tenant; or  (viii)     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  (ix)     If:
(x) Tenant shall fail to pay the
Basic Rent or Additional Rent 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 of Tenant after the applicable
grace period has expired; and the same or a similar failure shall occur more
than twice within the next 365 days (whether or not such similar failure is
cured within any applicable grace period);  then
in any such case Landlord may terminate this Lease as hereinafter provided.  (b)       For
purposes of subsection (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.
§ 101, et seq. If an Event of Bankruptcy occurs, then, subject to Applicable
Law, 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:  (i)     files a motion to assume the Lease
with the appropriate court;  39


(ii)   satisfies all of the following conditions, which Landlord and Tenant
acknowledge to be commercially reasonable:  (A)          cures all monetary Defaults of Tenant and nonmonetary
Defaults of Tenant that are capable of cure under this Lease or provides
Landlord with Adequate Assurance (as defined below) that it will promptly cure
all monetary Defaults of Tenant and nonmonetary Defaults of Tenant that are
capable of cure after the assumption;  (B)           compensates
Landlord and any other person or entity, or provides Landlord with Adequate
Assurance that promptly 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)           provides
Landlord with Adequate Assurance of Future Performance (as defined by the
Bankruptcy Code or applied by a Bankruptcy Court) of all of Tenants
obligations under this Lease; and  (D)          delivers
to Landlord a written statement that the conditions herein have been satisfied.  (c)     If
the trustee or the debtor-in-possession assumes the Lease under subsection (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 is then bound or to
which the Property is then subject (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).  19.2        Landlords Remedies.  (a)             Upon the
occurrence of a Default of Tenant, 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 in the
condition required in Section 9.2,but
Tenant shall remain liable as hereinafter provided.  (b)             If this Lease
shall have been terminated as provided in this Section 19.2,then Landlord may re-enter the Premises,
either by summary proceedings, ejectment or otherwise, but only in accordance
with Applicable Law, and remove and dispossess Tenant and all other persons and
any and all property from the same.  40


(c)             If this Lease
shall have been terminated as provided in thisSection 19.2,Tenant shall pay Rent
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
Rent due 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 this Lease provides that Tenant was entitled to
occupy the Premises for any period of time without paying Basic Rent, the
amount of Basic Rent that Tenant would have paid for any such period. Tenant
shall pay the portion of such liquidated 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 liquidated current damages referred to in clause (y) above
to Landlord upon such termination.  (d)              At any time after
termination of this Lease as provided in thisSection 19.2,whether or not Landlord
shall have collected any such liquidated current damages and in lieu of all
such current damages beyond the date of such demand, Tenant, at Landlords
election, shall pay to Landlord an amount equal to the excess, if any, of the
Rent (including Taxes, Operating Expenses and other charges payable under this Lease)
which would be payable hereunder from the date of such demand assuming that
annual payments by Tenant on account of Taxes and Operating Expenses would be
the same as the payments required for the immediately preceding Operating Year
or Tax Year for what would be the then unexpired Term of this Lease as if the
same remained in effect, over the then fair net rental value of the Premises
for the same period, both figures discounted to present value on the date
actually paid applying a discount rate consistent with market rates at the time
of payment as determined in Landlords judgment.  (e)               In case of any
Default of Tenant, re-entry, expiration and dispossession by summary
proceedings or otherwise, Landlord may, at its option (i) relet 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, less
than, or in excess of 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 necessary or advisable to relet the same, and (ii) make
such alterations, repairs and decorations in the Premises as Landlord considers
necessary or advisable 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. Tenant
hereby expressly waives any and all rights of redemption granted by or under Applicable
Law 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 terms, covenants or conditions of this Lease.  (f)               Landlord shall
have the right, but not the obligation 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 per annum at a rate equal to the  41


greater
of three percent (3%) over the prime rate in effect from time to time at Bank
of America (or any successor thereto) or fifteen percent (15%) (but in no event
greater than the maximum lawful rate), as Additional Rent. Any payment of Basic
Rent and Additional Rent payable hereunder not paid when due shall, at the
option of Landlord, bear interest per annum at a rate equal to the greater of
three percent (3%) over the prime rate in effect from time to time at Bank of
America (or any successor thereto), or fifteen percent (15%) (but in no event
greater than the maximum lawful rate) from the due date thereof and shall be
payable forthwith on demand by Landlord as Additional Rent.  19.3Additional Rent.As referred to inSection 19.1and notwithstanding any
other provision of this Lease to the contrary, if Tenant shall fail to pay when
due Additional Rent, Landlord shall have the same rights and remedies as
Landlord has hereunder for Tenants failure to pay Basic Rent.  19.4Remedies Cumulative.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. Notwithstanding the
preceding sentence, however, except as may arise from Tenant holding over as
described inSection 16.1,Tenant shall never be liable to Landlord for any loss of business or
any other indirect or consequential damages suffered by Landlord from whatever
cause.  19.5Attorneys Fees.Tenant shall pay to Landlord reasonable Attorneys Fees and expenses
incurred by or on behalf of Landlord in enforcing its rights hereunder,
provided Landlord is successful in its enforcement action, or occasioned by any
Default of Tenant.  19.6Waiver.  (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 of any of their respective 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 that due from Tenant
to Landlord hereunder shall be treated otherwise than as a payment on account
of the earliest installment of any payment due from Tenant hereunder. 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.  42


19.7Landlords
Default.Landlord shall in no event be in default under this Lease unless Landlord shall
neglect or fail to perform any of its obligations hereunder and shall fail to
remedy the same within thirty (30) days after notice to Landlord specifying
such neglect or failure, 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.  19.8Tenants
Remedies.In the
event of Landlords default under this Lease, and failure to cure same within
any applicable notice and cure period, Tenant shall have the remedies available
to it at law and in equity, as the same may be limited or waived by the terms
hereof. Except as specifically set forth herein, Tenant acknowledges that its
covenant to pay Basic Rent and Additional Rent hereunder is independent of Landlords
obligations hereunder, and that in the event that Tenant shall have a claim
against Landlord, including without limitation, a claim related to its exercise
of rights under Section 9.2(c),Tenant
shall not have the right to deduct the amount allegedly owed to Tenant from any
Basic Rent or Additional Rent due hereunder, it being understood that Tenants
sole remedy for recovering upon such claim shall be to bring an independent
legal action against Landlord.  19.9Landlords Liability.  (a)General.Tenant
agrees to look solely to Landlords equity interest in the Property at the time
of recovery for recovery of any judgment against Landlord, and agrees that
neither Landlord nor any Successor shall 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 any Successor, or to take any action not involving
the personal liability of Landlord or any Successor to respond in monetary
damages from Landlords or any Successors assets other than Landlords or any
Successors equity interest in the Property. Notwithstanding any provision
herein to the contrary, Landlord shall never be liable to Tenant for any loss
of business or any other indirect or consequential damages suffered by Tenant
from whatever cause.  (b)Refusal to Give Consent.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 Additional Rent, any reasonable expenses
incurred by Landlord (including without limitation reasonable Attorneys Fees
and costs, if any) in connection therewith.  (c)Transfer of Title.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  43


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, provided that so long as no Default of Tenant occurs, such purchaser
agrees not to disturb Tenants rights under this Lease at any time whatsoever,
whether or not the lease from purchaser to seller-lessee, terminates, expires,
or the like. 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. Except as provided in this subsection (c),upon any transfer of
title to the Property by Landlord, Landlord shall be entirely freed and
relieved from the performance and observance of all covenants, obligations and
liability under this Lease, provided however, that Landlord shall not be
released from its obligation to make Landlords Contribution available to the
Tenant as set forth herein unless such subsequent Landlord assumes such
obligation.  ARTICLE 20MISCELLANEOUS PROVISIONS  20.1Brokerage.Each of Landlord and Tenant
warrants and represents that it has dealt with no broker in connection with the
consummation of this Lease other than Broker and Co-Broker and Landlord shall
be obligated to pay a brokerage fee to Broker if, as, and when required by
agreement between Landlord and Broker. Broker shall pay a portion of such
brokerage fee to Co-Broker pursuant to the terms of a separate agreement
between Broker and Co-Broker. In the event of any brokerage claims against
either party predicated upon prior dealings with the other party, the party
having such prior dealings agrees to defend the same and indemnify and hold
harmless the other against any such claim.  20.2Invalidity 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.  20.3Provisions 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 successors and 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. Any reference in this Lease to
successors and assigns of Tenant shall not be construed to constitute a consent
by Landlord to such assignment by Tenant.  20.4Notice.All notices or other
communications required hereunder shall be in writing and shall be deemed duly
given if delivered in person (with receipt therefor), if sent by reputable
overnight delivery or courier service (e.g., Federal Express) providing for
receipted delivery, or if sent by certified or registered mail, return receipt
requested, postage prepaid, to the following address:  44


(a)               if to Landlord
at Landlords Address, to the attention of David D. Wamester, Sr. Vice
President, with a copy to Michael F. Burke, Esq., Nutter, McClennen &
Fish, LLP, World Trade Center West, 155 Seaport Boulevard, Boston,
Massachusetts 02210-2604.  (b)              if to Tenant, at
Tenants Address, and after the Term Commencement Date, at the Premises, to the
attention of Bruce Bal, Vice President, with a copy to Stephen Creager,
Esquire, General Counsel Caliper Life Sciences, Inc., 605 Fairchild Drive,
Mountain View, CA 94043, and with a copy to Paul C. Bauer, Esq.,
Kirkpatrick & Lockhart Nicholson Graham LLP, 75 State Street, Boston,
Massachusetts 02109.  Receipt
of notice or other communication shall be conclusively established by either (i) return
of a return receipt indicating that the notice has been delivered; or (ii) return
of the letter containing the notice with an indication from the courier or
postal service that the addressee has refused to accept delivery of the notice.
Either party may change its address for the giving of notices by notice to the
other party given in accordance with thisSection 20.4.  20.5When Lease Becomes Binding; Entire Agreement; Modification.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. This Lease is the
entire agreement between the parties and expressly supersedes any negotiations,
considerations, representations and understandings and 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
Agent of Landlord shall alter, change or modify any of the provisions hereof.  20.6Headings and Interpretation of Sections.The article, section and paragraph headings throughout this Lease 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.  20.7Waiver of Jury Trial.Landlord and
Tenant hereby each waive trial by jury in any action, proceeding or
counterclaim brought by either against the other, on or in respect of any
matter whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, or Tenants use or occupancy of the
Premises.  20.8Time Is of the Essence.Time is of the
essence of each provision of this Lease.  45


20.9Multiple Counterparts.This Lease may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document.  20.10Governing Law.This Lease shall be governed by the laws of the
state in which the Property is located.  20.11Condominium.Building No. 78 comprises Units A-1 and D-1 of
Elmwood Park Condominium (the Condominium), as evidenced by that certain
Phased Master Deed of the Condominium, dated February 24, 1988 and
recorded with the Middlesex South District Registry of Deeds in Book 18895, Page 453,
as amended and as the same may be amended from time to time (the Master Deed).
Landlord currently controls the Condominium through its control of the Elmwood
Park Condominium Trust (the Association), as evidenced by the Declaration of
Trust and By-Laws of the Association dated February 24, 1988 and recorded
with said Deeds in Book 18895, Page 477, as the same may be amended from
time to time (the Declaration). Landlord shall not give up control of the
Condominium or the Association except upon the sale of one or more units in the
Condominium as provided for in the Master Deed and the Declaration (the Condominium
Documents) or as part of a sale of the Park or any portion thereof. Whether or
not Landlord is a controlling party of the Condominium and Association from
time to time, so long as Landlord remains a unit owner of the Condominium, to
the extent that the Condominium Documents call for the approval of any matter,
Landlord, as unit owner or trustee of the Association, shall approve the same if
Landlord is required to approve the same in its capacity as landlord under the
terms of this Lease. The foregoing shall not limit in any way the right of
Landlord (1) to amend the Condominium Documents with respect to any
Expansions or any future development of the property which is currently part of
the Condominium or the property which constitutes the Park, (2) to
subdivide any such property, (3) to add any property to the Condominium,
and (4) to dissolve the Condominium and the Association.  [SIGNATURES ON FOLLOWING PAGE]  46


IN WITNESS WHEREOF,Landlord and Tenant have caused this Lease to be duly executed, under
seal, by persons hereunto duly authorized, as of the date first set forth
above.  LANDLORD:BCIA NEW ENGLAND HOLDINGS LLC, a Delaware
  limited liability companyBy:
  BCIA NEW ENGLAND HOLDINGS MASTER
  LLC, a Delaware limited liability company, its
  ManagerBy:
  BCIA NEW ENGLAND HOLDINGS
  MANAGER LLC, a Delaware limited
  liability company, its ManagerBy:
  BCIA NEW ENGLAND
  HOLDINGS MANAGER CORP., a
  Delaware corporation, its ManagerBy:
  /s/ Karl W. WellerName: Karl W. WellerTitle: Executive Vice PresidentTENANT:CALIPER LIFE SCIENCES, INC., a Delaware
  corporationBy:
  /s/ Bruce J BalName:
  Bruce J BalTitle:
  VP Operations & Aftermarket  47


EXHIBIT APlan of Buildings and Park  48


EXHIBIT A


EXHIBIT A-1Expansions
Applications Plans (6 Sheets)  49


EXHIBIT A-1 (Sheet 1 of 6)


EXHIBIT A-1 (Sheet 2 of 6)


EXHIBIT A-1 (Sheet 3 of 6)


EXHIBIT A-1 (Sheet 4 of 6)


EXHIBIT A-1 (Sheet 5 of 6)


EXHIBIT A-1 (Sheet 6 of 6)


EXHIBIT A-2Plan of Swing Space  50


EXHIBIT A-2
(Sheet 1 of 3)


EXHIBIT A-2
(Sheet 2 of 3)


EXHIBIT A-2
(Sheet 3 of 3)


EXHIBIT BOperating Expenses  A.Operating Expenses shall include the
following, without limitation:  1.All expenses incurred by Landlord or
Landlords Agents which shall be directly related to employment of personnel in
connection with the operation, repair, replacement, maintenance, cleaning,
repaving, protection and management of the Property, including without
limitation, amounts incurred for wages, salaries and other compensation for
services, payroll, social security, unemployment and similar taxes, workmens
compensation insurance, disability benefits, pensions, hospitalization,
retirement plans and group insurance, uniforms and working clothes and the
cleaning thereof, and expenses imposed on Landlord or Landlords Agents
pursuant to any collective bargaining agreement for the services of employees
of Landlord or Landlords Agents in connection with the operation, repair,
replacement, maintenance, cleaning, repaving, management and protection of the
Property, including, without limitation, day and night supervisors, manager,
accountants, bookkeepers, janitors, carpenters, engineers, mechanics,
electricians and plumbers and personnel engaged in supervision of any of the
persons mentioned above; provided that, if any such employee is also employed
on other property of Landlord, such compensation shall be suitably prorated
among the Property and such other properties.  2.The cost of services, utilities, materials
and supplies furnished or used in the operation, repair, replacement,
maintenance, cleaning, repaving, management and protection of the Property, or
any portion thereof and the parking areas, access roads, utilities, and other
facilities servicing or benefiting the Property alone or in common with other
properties in the Park if applicable, and real estate taxes and betterment
assessments with respect to the Park, which costs associated with access roads,
utilities and other facilities and real estate taxes and betterment assessments
with respect to the Park shall be allocated as set forth in any agreements
governing or affecting the Park or its appurtenances, which are recorded with
the Middlesex Registry of Deeds, or if none, then equitably among the Property
and other properties in the Park, including without limitation, such operation,
repair, replacement, maintenance, snow plowing, landscaping, cleaning,
repaving, management and protection, and as are required to comply with
Applicable Law.  3.The cost of maintenance, repairs and
replacements for tools and other similar equipment used in the repair,
replacement, maintenance, cleaning, repaving, management and protection of the
Property, provided that, in the case of any such equipment used jointly on
other property of Landlord, such costs shall be suitably prorated among the
Property and such other properties.  4.Where the Property is managed by Landlord or
an affiliate of Landlord, an annual sum equal to the amounts customarily
charged by management firms in the  51


Hopkinton, Massachusetts
area for similar properties, actually paid, or where managed by other than
Landlord or an affiliate thereof, the amounts paid for management, together with,
in either case, amounts accrued for legal and other professional fees relating
to the Property, but excluding such fees and commissions paid in connection
with services rendered for securing or renewing leases and for matters not
related to the normal administration and operation of the Property.  5.Premiums and deductibles for insurance
against damage or loss to the Property from such hazards as Landlord shall
determine, including, but not by way of limitation, insurance covering loss of
rent attributable to any such hazards, and public liability insurance.  6.If, during the Term of this Lease, Landlord
shall make a capital expenditure, the total cost of which is not properly
includible in Operating Expenses for the Operating Year in which it was made,
there shall nevertheless be included in such Operating Expenses for the
Operating Year in which it was made and in Operating Expenses for each
succeeding Operating Year the annual charge-off of such capital expenditure.
Notwithstanding any provision of this Lease to the contrary, including without
limitation Section 8.1
hereof, Landlord shall not be required to make any capital expenditures unless
the Landlord, in its sole discretion, determines that the same is necessary.
Annual charge-off shall be determined by dividing the original capital
expenditure plus an interest factor of 10% per annum, by the number of
years of useful life of the capital expenditure; and the useful life shall be
determined reasonably by Landlord in accordance with generally accepted
accounting principles and practices in effect at the time of making such
expenditure. Notwithstanding the foregoing, if any individual capital
expenditure shall be less than $20,000.00, the same shall not be included in
the annual charge-off but rather shall be directly included in full in
Operating Expenses for the Operating Year in which it was made. Furthermore,
notwithstanding any provision of this Lease to the contrary, it is agreed that
Landlords only obligation with respect to capital replacement is its
obligation to replace the Structure of the Buildings, as set forth in Section 8.1 hereof, and any other
capital replacement which may be performed by Landlord shall not be included in
Operating Expenses or in the annual charge-off described above but rather shall
be directly chargeable to Tenant and paid to Landlord upon demand as Additional
Rent.  7.Costs for electricity, water and sewer use
charges, gas and other utilities supplied to the Property and not paid for
directly by tenants.  8.Betterment assessments, provided the same are
apportioned equally over the longest period permitted by law, and to the
extent, if any, not included in Taxes.  9.Amounts paid to independent contractors for
services, materials and supplies furnished for the operation, repair,
maintenance, cleaning and protection of the Property.  52


B.Operating Expense Exclusions.  1.Notwithstanding the foregoing, Operating
Expenses shall not include the following: (a) legal fees, brokerage
commissions, sale or advertising costs and other related soft costs incurred in
connection with the leasing of the Buildings; (b) costs over and above the
deductible of repairs, restoration, replacements or other work occasioned by
(i) fire, windstorm or other casualty and either (aa) payable (whether paid or
not) by insurance required to be carried by Landlord under this Lease, or (bb)
otherwise paid by insurance then in effect obtained by Landlord, (c) costs
recovered (less costs of recovery) by Landlord under a manufacturers,
materialmans, vendors or contractors warranty; (d) wages, salaries,
benefits and compensation paid or given to (i) executives, shareholders,
officers, directors or partners of Landlord, (ii) any principal or partner
of the entity from time to time comprising Landlord, or (iii) off-site
employees and employees at the Buildings above the level of Building manager;
(e) Landlords general overhead and administrative expenses not related to
the Buildings; (f) payments of principal or interest on any mortgage or
other encumbrance including ground lease payments and points, commissions and
legal fees associated with financing; (g) deductions for depreciation of
the Buildings and the Building equipment (but the foregoing shall not limit the
provisions of Exhibit B,Section A(6));
(h) legal fees, accountants fees and other expenses incurred in
connection with disputes with Tenant or other tenants or occupants of the
Buildings or associated with the enforcement of any lease or defense of
Landlords title to or interest in the Buildings or any part thereof not
otherwise specifically recoverable under this Lease; (i) charitable or
political contributions; (j) any cost or expense related to the testing
for, removal, transportation or storage of Hazardous Materials (as hereinafter
defined) from the Buildings or Premises, not caused by Tenant or Tenants
Agents, independent contractors or invitees or Zymark or Zymarks Agents,
independent contractors or invitees, or Tenants or Zymarks assignees or
subtenants; (k) interest, penalties or other costs arising out of
Landlords failure to make timely payments of its obligations, unless Tenant
has failed to make any payments under this Lease when due; (1) property
management fees of any property management firm in excess of four percent
(4.0%) of the gross revenues of the Buildings and all other management fees
outside of any established management contract from time to time;
(m) salaries, wages, or other compensation paid to employees of any property
management organization being paid a fee by Landlord for its services where
such services are covered by a management fee; (n) salaries, wages, or
other compensation to any employee of Landlord who is not assigned to the
full-time or part-time operation, management, maintenance, or repair of the
Buildings, including main office accounting, main office clerical personnel,
and other main office overhead expenses of Landlord; (o) costs incurred in
advertising and promotional activities for the Buildings; (p) costs
incurred in connection with the actual or contemplated sales, financing,
refinancing, mortgaging, syndicating, selling, or change of ownership interest
of the Buildings, including brokerage commissions, attorneys, and accountants
fees, closing costs, title insurance premiums, transfer taxes and interest
charges related  53


thereto; and
(q) reserves for repairs, maintenance and replacements, but the foregoing
shall not affect the estimated payments to be made as set forth in Section 12.2 of this Lease. Operating
Expenses shall be determined by Landlord in accordance with generally accepted
accounting principles, consistently applied from one year to the next.  54


EXHIBIT CRules and Regulations of Building  The following regulations are generally applicable:  1.The public sidewalks, entrances, passages,
courts, elevators, vestibules, stairways, corridors or halls shall not be
obstructed or encumbered by Tenant (except as necessary for deliveries) or used
for any purpose other than ingress and egress to and from the Premises.  2.Awnings, curtains, blinds, shades, screens or
other projections must be of a quality, type, design and color, and attached in
the manner, approved by Landlord, such approval not to be unreasonably
withheld, conditioned, or delayed.  3.Intentionally Omitted.  4.The water and wash closets and other plumbing
fixtures shall not be used for any purposes other than those for which they
were designed and constructed, and no sweepings, rubbish, rags, acids or like
substances shall be deposited therein. All damages resulting from any misuse of
the fixtures shall be borne by the Tenant.  5.Tenant shall not use the Premises or any part
thereof or permit the Premises or any part thereof to be used as a public
employment bureau or for the sale of property of any kind at auction, except in
connection with Tenants business.  6.Tenant must, upon the termination of its
tenancy, return to the Landlord all locks, cylinders and keys to offices and
toilet rooms of the Premises.  7.No bicycles, vehicles or animals of any kind
shall be brought into or kept in or about the Premises. To the extent permitted
by Applicable Law, Tenant vehicles and storage trailers may remain at the
Property in the number and size as existing as of March 15, 2005.  8.No tenant shall make, or permit to be made,
any unseemly or disturbing noises or disturb or interfere with occupants of
this or any neighboring building or premises or those having business with them
whether by use of any musical instrument, radio, talking machine, unmusical
noise, whistling, singing, or in any other way. No tenant shall throw anything
out of the doors, windows or skylights or down the passageways.  9.The regulations set forth in Attachment Ito this Exhibit, which is by
this reference made a part hereof, are applicable to any Alterations being
undertaken by or for Tenant in the Premises pursuant to ARTICLE 7of the Lease.  55


ATTACHMENT I TO EXHIBIT CRules and Regulations for Tenant Alterations  1.General  a.All Alterations made by Tenant in, to or
about the Premises shall be made in accordance with the requirements of this
Exhibit and by contractors or mechanics approved by Landlord, such
approval not to be unreasonably withheld, conditioned, or delayed.  b.Tenant shall, prior to the commencement of
any work, submit for Landlords written approval, complete plans for the
Alterations, with full details and specifications for all of the Alterations,
in compliance with Section D below.  c.Alterations must comply with the Building
Code applicable to the Property and the requirements, rules and
regulations and any other governmental agencies having jurisdiction.  d.No work shall be permitted to commence before
Tenant obtains and furnishes to Landlord copies of all necessary licenses and
permits from all governmental authorities having jurisdiction.  e.All demolition, removals or other categories
of work that may inconvenience other tenants or disturb Building operations,
must be scheduled and performed before or after normal business hours, and
Tenant shall provide Landlords Managing Agent with at least 24 hours notice
prior to proceeding with such work.  f.All inquiries, submissions, approvals and all
other matters shall be processed through Landlords Managing Agent.  g.All work, if performed by a contractor or
subcontractor, shall be subject to reasonable supervision and inspection by Landlords
representative. Such supervision and inspection shall be at Tenants sole
expense and Tenant shall pay Landlords reasonable charges for such supervision
and inspection.  2.Prior to Commencement of Work  a.Tenant shall submit to the Building manager a
request to perform the work. The request shall include the following
enclosures:  (1)A list of Tenants contractors and/or
subcontractors for Landlords approval, which approval shall not be
unreasonably withheld, conditioned or delayed.  (2)Four complete sets of plans and
specifications properly stamped by a registered architect or professional
engineer.  (3)A properly executed building permit
application form.


(4)With respect to Alterations which either
(a) require Landlords consent or (b) cost in excess of $100,000.00
four executed copies of the Insurance Requirements Agreement in the form
attached to this Exhibit as Attachment
IIand made a part hereof from Tenants contractor and, if requested
by Landlord, from the contractors subcontractors.  (5)Contractors and subcontractors insurance
certificates.  b.Within ten (10) business days following
receipt, Landlord will return the following to Tenant:  (1)A letter of approval or disapproval with
specific comments as to the reasons therefor (such approval or comments shall
not constitute a waiver of approval of governmental authorities).  (2)Two fully executed copies of the Insurance
Requirements Agreement.  c.Landlords approval of the plans, drawings,
specifications or other submissions in respect of any Alterations shall create
no liability or responsibility on the part of Landlord for their completeness,
design sufficiency or compliance with requirements of Applicable Law.  d.Tenant shall obtain a building permit from
the Building Department and necessary permits from other governmental agencies.
Tenant shall be responsible for keeping current all permits. Tenant shall
submit copies of all approved plans and permits to Landlord and shall post the
original permit on the Premises prior to the commencement of any work.  3.Requirements and Procedures  a.All structural and floor loading requirements
of Tenant shall be subject to the prior approval of Landlords structural
engineer at Tenants sole cost and expense.  b.All mechanical (HVAC, plumbing and sprinkler)
and electrical requirements shall be subject to the approval of Landlords
mechanical and electrical engineers and all mechanical and electrical work
shall be performed by contractors who are engaged by Landlord in constructing,
operating or maintaining the Buildings. When necessary, Landlord will require
engineering and shop drawings, which drawings must be approved by Landlord
before work is started. Drawings are to be prepared by Tenant and all approvals
shall be obtained by Tenant.  c.If shutdown of risers and mains for
electrical, life safety system, HVAC, sprinkler and plumbing work is required,
such work shall be supervised by Landlords representative. No work will be
performed in Building mechanical equipment rooms without Landlords approval
and under Landlords supervision.


d.Tenants contractor shall:  (1)have a superintendent or foreman on the
Premises at all times;  (2)police the job at all times, continually
keeping the Premises orderly;  (3)maintain cleanliness and protection of all
areas, including elevators (if any) and lobbies.  (4)protect the front and top of all peripheral
HVAC units and thoroughly clean them at the completion of work;  (5)block off supply and return grills, diffusers
and ducts to keep dust from entering into the Buildings air conditioning
systems; and  (6)avoid the disturbance of other tenants.  e.If Tenants contractor is negligent in any of
its responsibilities, Tenant shall be charged for corrective work.  f.All equipment and installations must be equal
to the standards generally in effect with respect to the remainder of the
Buildings. Any deviation from such standards will be permitted only if
indicated or specified on the plans and specifications and approved by
Landlord.  g.A properly executed air balancing report
signed by a professional engineer shall be submitted to Landlord upon the
completion of all HVAC work.  h.Upon completion of the Alterations, Tenant
shall submit to Landlord a permanent certificate of occupancy and final
approval by the other governmental agencies having jurisdiction.  i.For Alterations requiring Landlords consent,
Tenant shall submit to Landlord a final as-built set of drawings showing all
items of the Alterations in full detail, in both hard copy and electronic form.  j.Additional and differing provisions in the
Lease, if any, may be applicable and will take precedence over the provisions
of this Exhibit.  4.Standards for Plans and Specifications  Whenever Tenant shall be
required by the terms of the Lease (including this Exhibit) to submit plans to
Landlord in connection with any Alterations, such plans shall include at least
the following:  a.Floor plan indicating location of partitions
and doors (details required of partiotion and door types).


b.Location of standard electrical convenience
outlets and telephone outlets.  c.Location and details of special electrical
outlets; e.g., photocopiers, etc.  d.Reflected ceiling plan showing layout of
standard ceiling and lighting fixtures. Partitions to be shown lightly with
switches located indicating fixtures to be controlled.  e.Locations and details of special ceiling
conditions, lighting fixtures, speakers, etc.  f.Location and specifications of floor
covering, paint or paneling with paint colors referenced to standard color
system.  g.Finish schedule plan indicating wall
covering, paint, or paneling with paint colors referenced to standard color
system.  h.Details and specifications of special
millwork, glass partitions, rolling doors and grilles, blackboards, shelves,
etc.  i.Hardware schedule indicating door number
keyed to plan, size, hardware required including butts, latchsets or locksets,
closures, stops, and any special items such as thresholds, soundproofing, etc.
Keying schedule is required.  j.Verified dimensions of all built-in equipment
(file cabinets, lockers, plan files, etc.)  k.Intentionally omitted.  1.Location of any special soundproofing
requirements.  m.Location and details of special floor areas
exceeding 50 pounds of live load per square foot.  n.All structural, mechanical, plumbing and
electrical drawings, to be prepared by the base building consulting engineers,
necessary to complete the Premises in accordance with Tenants Plans.  o.All drawings to be uniform size (30 x 46)
and shall incorporate the standard project electrical and plumbing symbols and
be at a scale of 1/8 = 1 or larger.  p.All drawings shall be stamped by an architect
(or, where applicable, an engineer) licensed in the jurisdiction in which the
Property is located and without limiting the foregoing, shall be sufficient in
all respects for submission to applicable authorization in connection with a
building permit application.


5.Landlord Approvals.  Whenever Landlord approval
or consent is required under this Attachment I, Landlord shall not unreasonably
withhold, condition, or delay such approval or consent and in the event
Landlord intends to withhold or condition such approval or consent, Landlord
shall promptly provide an explanation of the reasons for such response in
writing to the Tenant.


Attachment
II to Exhibit CContractors Insurance Requirements  Building:  Landlord: BCIA New England Holdings LLC  Tenant:  Premises:  The undersigned contractor
or subcontractor (Contractor)has
been hired by the tenant named above (hereinafter called Tenant) of the Building(s) named above (or by Tenants contractor)
to perform certain work (Work)for
Tenant in the Premises identified above. Contractor and Tenant have requested
the landlord named above (Landlord)to
grant Contractor access to the Building(s) and its facilities in
connection with the performance of the Work, and Landlord agrees to grant such
access to Contractor upon and subject to the following terms and conditions:  1.Contractor agrees to indemnify and save
harmless Landlord and Landlords Agents and their respective affiliates,
subsidiaries and partners, and each of them, from and with respect to any
claims, demands, suits, liabilities, losses and expenses, including reasonable
Attorneys Fees, arising out of or in connection with the Work (and/or imposed
by law upon any or all of them) because of personal injuries, bodily injury
(including death at any time resulting therefrom) and loss of or damage to
property, including consequential damages, whether such injuries to person or
property are claimed to be due to negligence of the Contractor, Tenant,
Landlord or any other party entitled to be indemnified as aforesaid except to
the extent specifically prohibited by law (and any such prohibition shall not
void this Agreement but shall be applied only to the minimum extent required by
law).  2.Contractor shall provide and maintain at its
own expense, until completion of the Work, the following insurance:  a.Workmens Compensation and Employers,
Liability Insurance covering each and every workman employed in, about or upon
the Work, as provided for in each and every statute applicable to Workmens
Compensation and Employers Liability Insurance.  b.Comprehensive General Liability Insurance
including coverages for Protective and Contractual Liability (to specifically
include coverage for the indemnification clause of this Agreement) for not less
than the following limits:  Personal Injury: $3,000,000 per person $10,000,000 per occurrence


Property Damage: $3,000,000 per occurrence $3,000,000 aggregate  c.Comprehensive Automobile Liability Insurance
(covering all owned, non-wned and/or hired motor vehicles to be used in
connection with the Work) for not less than the following limits:  Bodily Injury: $1,000,000 per person $1,000,000 per occurrence  Property Damage: $1,000,000 per occurrence  Contractor shall furnish a
certificate from its insurance carrier or carriers to the Building office
before commencing the Work, showing that it has complied with the above
requirements regarding insurance and providing that the insurer will give
Landlord ten (10) days prior written notice of the cancellation of any of
the foregoing policies.  3.Contractor shall require all of its
subcontractors engaged in the Work to provide the following insurance:  a.Comprehensive General Liability Insurance
with limits of liability at least $2,000,000.00 General Aggregate,
$2,000,000.00 Products/Completed Operations Aggregate ($1,000,000.00 Each
Occurrence $1,000,000.00 Personal Injury).  b.Comprehensive Automobile Liability Insurance
(covering all owned, non-owned and/or hired motor vehicles to be used in
connection with the Work) with limits of liability at least equal to
$1,000,000.00 Combined Single Limit.  c.Umbrella Liability $5,000,000.00 Each Occurrence,
$5,000,000.00 Aggregate Limit.  Upon the request of
Landlord, Contractor shall require all of its subcontractors engaged in the
Work to execute an Insurance Requirements agreement in the same form as this
Agreement.  Agreed to and executed this
day of                                 ,                     .  Contractor:By:By:By:


EXHIBIT
DForm of Notice of
Lease  Pursuant
  to Massachusetts General Laws, Chapter 183, Section 4, notice is hereby
  given of the following Lease:  Landlord:      BCIA
New England Holdings LLC, a Delaware limited liability company, having a
principal place of business at c/o CrossHarbor Capital Partners LLC, One Boston
Place, Boston, Massachusetts 02108.  Tenant:         Caliper
Life Sciences, Inc., a Delaware corporation, having its principal office at 68
Elm Street, Hopkinton, Massachusetts 01748.  Date
  of
  Lease:
  
  As
  of April 25, 2005.Description
  ofLeased
  Premises:
  
  The
  building known as 68 Elm Street and the building known as 78 Elm Street
  consisting of Units A-1 and D-1 of the Elmwood Park Condominium, as evidenced
  by that certain Phased Master Deed of the Condominium, dated
  February 24, 1988 and recorded with the Middlesex South District
  Registry of Deeds in Book 18895, Page 453, as amended and as the same
  may be amended from time to time, which condominium is governed by the
  Elmwood Park Condominium Trust (the Association), as evidenced by the
  Declaration of Trust and By-Laws of the Association dated February 24,
  1988 and recorded with said Deeds in Book 18895, Page 477, as the same
  may be amended from time to time.Term
  of
  Lease:
  
  Approximately
  ten (10) years.Extension
  Option
  
  Two
  (2) options to renew for a term of five (5) years each.  This instrument is executed
as notice of the aforesaid Lease and is not intended, nor shall it be deemed,
to vary or govern the interpretation of the terms and conditions thereof.  For title, see deed dated June 17,
1999 recorded with said Deeds in Book 30328, Page 496, the Premises being
a portion of the property described in said deed.


EXECUTED as a
sealed instrument as of the 25th day of April, 2005.  LANDLORD:BCIA NEW
  ENGLAND HOLDINGS LLC, a Delaware limited liability companyBy:
  BCIA NEW
  ENGLAND HOLDINGS MASTER LLC, a Delaware limited liability company, its
  ManagerBy:
  BCIA NEW
  ENGLAND HOLDINGS MANAGER LLC, a Delaware limited liability company, its
  ManagerBy:
  BCIA NEW
  ENGLAND HOLDINGS MANAGER CORP., a Delaware corporation, its ManagerBy:Name: Karl
  W. WellerTitle:
  Executive Vice PresidentTENANT:By:Name:Title:  COMMONWEALTH OF MASSACHUSETTS  COUNTY OF  On this  day
of April, 2005, before me, the undersigned Notary Public, personally appeared
Karl Weller, Executive Vice President of BCIA New England Holdings Manager
Corp.,as Manager
of BCIA New England Holdings Manager LLC, as Manager of BCIA New England
Holdings Master LLC, as Manager of BCIA New England Holdings LLC, proved to me
through satisfactory evidence of identification, namely  issued
by the Commonwealth of Massachusetts, to be the person whose name is signed on
the preceding document, and acknowledged to me that he signed it voluntarily
for its stated purpose as Executive Vice President of BCIA New England Holdings
Manager Corp.  (SEAL)Notary
  PublicPrint name
  of notaryMy
  Commission Expires:


EXHIBIT
E Form of Letter of Credit  ,  Re:
  Letter of Credit No.:
  Gentlemen:  We hereby establish in your
favor our Irrevocable Letter of Credit No.  ,
and you are hereby irrevocably authorized to draw on us under this Letter of
Credit an amount up to USD  (United
States Dollars  and
00/100).  Funds under this Letter of
Credit are available to you (theBeneficiary) by your sight draft (s) drawn on us, stating on its face: Drawn
under 
Irrevocable Letter of Credit No.,
accompanied this original Letter of Credit and a certificate (the Drawing Certificate) signed by an officer or other representative
of Beneficiary certifying   I, ,
an officer of 
(the Beneficiary) hereby certify to(the Bank), with respect to
Irrevocable Letter of Credit No.                issued by the Bank in favor of
Beneficiary, that Beneficiary has the right to draw USD 
under that certain Lease Agreement dated  (the Lease) between Beneficiary, as
landlord, and , as tenant, for the premises
comprising a portion of the building
known as and numbered                         .  Partial and multiple
drawings are permitted under this Letter of Credit.  Presentation of drawings
hereunder shall be made at our office located at ,
or at any other office which may be designated by us in a written notice
delivered to you.  This Letter of Credit is
transferable in whole, not in part, and may be successively transferred.
Transfer of this Letter of Credit shall be effective upon presentation to us of
this original Letter of Credit, accompanied by our standard transfer request
form appropriately completed. Upon such transfer, all references to the
Beneficiary in the Letter of Credit shall be replaced with the name of the
transferee.


This Letter of Credit is
effective on the date hereof and shall expire with our close of business at
5:00 P.M., our time, on 
(the Expiration Date) unless extended as hereinafter provided.  We hereby engage with you
that draft(s) drawn under and in compliance with the terms and conditions
of this Letter of Credit will be duly honored. Upon request, we will promptly
review and approve in advance any draw under this Letter of Credit facsimile
copies of the form of the Drawing Certificate relating to such draw.  This Letter of Credit shall
be deemed automatically extended, without amendment, for additional periods of
one (1) year from the Expiration Date hereof or any future expiration
date, unless not less than sixty (60) days prior to any Expiration Date, we
notify you in writing, by registered mail, courier service or hand delivery, at
the above address, that we elect not to extend this Letter of Credit to any
such additional periods. If we so notify you that this Letter of Credit will
not be extended, you may draw the full amount then available on or before the
then current expiration date by means of your sight draft drawn on us, which
draft need not be accompanied by the certificate. In any event, this Letter of
Credit will not be extended beyond 
pursuant to the first sentence of this paragraph.  [This Letter of Credit may have automatic
annual $200,000 reduction feature as per the Lease so long as Lease conditions
thereto are also included  This Letter of Credit is
subject to Article 5 of the Massachusetts Uniform Commercial Code and
where not inconsistent therewith to the Uniform Customs and Practices for
Documentary Credits (1998 Revision), International Chamber of Commerce, Paris,
France, Publication 590.  Very truly
  yours,BankBy:, ItsHereunto
  duly authorized
  2


EXHIBIT
FAppraisers Determination of First Extension Term
Fair Market Rent and Second Extension Term Fair Market Rent  The termAppraisers Determinationrefers to the following procedures and
requirements:  For the purpose of fixing the First Extension
Term Fair Market Rent for the First Extension Term and/or the Second Extension
Term Fair Market Rent for the Second Extension Term, as the case may be,
Landlord and Tenant shall agree upon an appraiser who shall be a member of the
M.A.I. or Counselors of Real Estate (CRE) (or successor professional
organizations) and shall have at least ten (10) years experience
appraising rental values of property in the 495 West submarket comprised of
Franklin to the south along I-495 to the north to I-290 to and including
Marlborough, Massachusetts (theMarket
Area).  If Landlord and Tenant are
not able to agree upon an appraiser by the date which is twenty (20) days after
an Impasse, as defined inSection 1.1(the Appraiser Selection Deadline),each of Landlord and Tenant shall, within ten
(10) additional days, that is, by the date which is thirty (30) days after
an Impasse, select an appraiser with the foregoing qualifications whereupon
each of said appraisers shall, within ten (10) days of their selection
hereunder, select a third appraiser with the foregoing qualifications. The
First Extension Term Fair Market Rent for the First Extension Term and/or the
Second Extension Term Fair Market Rent for the Second Extension Term, as the
case may be, shall thereafter be determined to be the amount equal to the
average of the two appraisals which are closest in dollar amount to each other
except that if all three appraisals are apart in equal amounts, the appraisal
which falls in the middle shall be the First Extension Term Fair Market Rent
for the First Extension Term and/or the Second Extension Term Fair Market Rent
for the Second Extension Term, as the case may be. If either party fails to
select an appraiser by the Appraiser Selection Deadline, then the appraiser
selected by the other party, if selected by the Appraiser Selection Deadline,
shall be the sole appraiser. Landlord and Tenant shall share equally the
expense of any and all appraisers. The appraiser(s) shall be obligated to
make a determination of First Extension Term Fair Market Rent for the First
Extension Term and/or the Second Extension Term Fair Market Rent for the Second
Extension Term, as the case may be, within thirty (30) days of the appointment
of either the single appraiser (if only one) and within thirty (30) days of the
appointment of the third appraiser (if three are so appointed).  In determining the First
Extension Term Fair Market Rent for the First Extension Term and/or the Second
Extension Term Fair Market Rent for the Second Extension Term, as the case may
be, the appraisers shall consider, among other things, the then current arms
length basic rent being charged to tenants for comparable buildings in the
Market Area.  The appraisers shall not
have the right to modify any provision of this Lease and shall only determine
the First Extension Term Fair Market Rent for the First Extension Term and/or
the Second Extension Term Fair Market Rent for the Second Extension Term, as
the case may be, which shall constitute the Basic Rent under this Lease for the
First Extension Term and/or the Second Extension Term, as the case may be;
provided, however, that in no event shall the Annual Basic Rent for the First
Extension Term or the Second Extension Term, as the case may be, be less than
the Annual Basic Rent during the last year of the Term immediately prior to the
commencement of the First Extension Term or the Second Extension Term, as the
case may be.


EXHIBIT G  Qualified Base Building Improvements  Upgrades to fire alarms and
other life safety systems.  Upgrades to elevators.  Upgrades to electrical, mechanical, and other
building systems.  Upgrades to the Buildings in order to render
the Buildings in compliance with ADA (but excluding such ADA upgrades as relate
to the interior layout of the Premises).


EXHIBIT HSNDA (ATTACHED)


THIS AGREEMENT, made as of
the            day
of            ,              ,
by and between CALIPER LIFE SCIENCES, INC., a Delaware corporation (herein Lessee),
and[MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, a Massachusetts corporation](together with its successors and assigns,
herein Lender).  RECITALS  A.Lender is the holder of a certain promissory
note (herein the Note) [issued by
BCIA New England Holdings LLC, a Delaware limited liability company (Lessor),
dated April 2, 2001 in the principal sum of Three Hundred Ninety-Five
Million Dollars ($395,000,000.00) and of the mortgage of even date therewith
(herein the Mortgage) securing the Note, recorded at the Middlesex South
District Registry of Deeds in Book 32610, Page 533 and Book 32611, Page 026,
which Mortgage encumbers certain real properties, as described in the Mortgage,
including without limitation, the following property (herein called the Subject
Property): the building known as and numbered 68 Elm Street and the building
known as and numbered 78 Elm Street, which comprises Units A-1 and D-1 of the
Elmwood Park Condominium, as evidenced by that certain Phased Master Deed of
the Condominium, dated February 24, 1988 and recorded with the Middlesex
South District Registry of Deeds in Book 18895, Page 453, as amended and
as the same may be amended from time to time, which condominium is governed by
the Elmwood Park Condominium Trust (the Association), as evidenced by the
Declaration of Trust and By-Laws of the Association dated February 24,
1988 and recorded with said Deeds in Book 18895, Page 477, as the same may
be amended from time to time.]  B.Lessee and BCIA New England Holdings LLC, a
Delaware limited liability company, as Lessor, entered into a lease agreement
(herein the Lease) dated of even date herewith by which Lessee leased from
Lessor the buildings on the Subject Property (herein the Leased Premises).  C.Lessee desires to be able to obtain the
advantages of the Lease and occupancy thereunder in the event of foreclosure of
the Mortgage and Lender wishes to have Lessee confirm the priority of the
Mortgage over the Lease.  NOW, THEREFORE, in
consideration of the mutual covenants and conditions set forth hereinbelow, the
parties hereto agree as follows:  1.Lessee hereby covenants and agrees that all
its rights and interests whatsoever under the Lease in the Leased Premises and
the Subject Property are and shall remain subject and subordinate to the lien
of the Mortgage and to all the terms, conditions and provisions thereof, to all
advances made or to be made thereunder or under the Note, and to any increases,
renewals, extensions, modifications, substitutions, consolidations or
replacements thereof or of the Note.  2.So long as Lessee is not in default (beyond
any period given Lessee in the Lease to cure such default) in the payment of
rent or additional charges or in the performance of any of the other terms,
covenants or conditions of the Lease on Lessees part to be performed, Lessee


shall not be disturbed by Lender in its
possession of the Leased Premises during the term of the Lease, or any
extension or renewal thereof, or in the enjoyment of its rights under the
Lease.  3.If the interest of the Lessor under the Lease
shall be acquired by Lender or any purchaser (Purchaser) by reason of
exercise of the power of sale or the foreclosure of the Mortgage or other
proceedings brought to enforce the rights of the holder thereof, by deed in
lieu of foreclosure or by any other method, and Lender or Purchaser succeeds to
the interest of Lessor under the Lease, Lessee shall attorn to Lender or
Purchaser as its lessor, said attornment to be effective and self-operative
without the execution of any other instruments on the part of either party
hereto immediately upon Lenders or Purchasers succeeding to the interest of
the Lessor under the Lease, and the Lease shall continue in accordance with its
terms between Lessee as lessee and Lender or Purchaser as lessor; provided,
however, that Lender and Purchaser:  (a)shall not be personally liable under the
Lease and Lenders and Purchasers liability under the Lease shall be limited
to the ownership interest of Lender or Purchaser, as the case may be, in the
Subject Property;  (b)shall not be liable for any act or omission
of any prior lessor (including Lessor);  (c)shall not be subject to any offsets or
defenses which Lessee might have against any prior lessor (including Lessor);  (d)shall not be bound by any prepayment of rent
or deposit, rental security or any other sums deposited with any prior lessor
(including Lessor) under the Lease unless actually received by it;  (e)shall not be bound by any agreement or
modification of the Lease made without its consent;  (f)[Insert to the extent
currently applicable as it is for the 2001 Mass Mutual mortgage: Other than
Landlords Contribution,]shall
not be bound to commence or complete any construction or to make any
contribution toward construction or installation of any improvements upon the
Leased Premises required under the Lease or any expansion or rehabilitation of
existing improvements thereon, or for restoration of improvements following any
casualty not required to be insured under the Lease or for the costs of any
restorations in excess of any proceeds recovered under any insurance required
to be carried under the Lease; and,  (g)shall not be bound by any restriction on
competition beyond the Subject Property.  4.[Intentionally omitted].  5.Lessee agrees with Lender that from and after
the date hereof, Lessee will not terminate or seek to terminate the Lease by
reason of any default of the Lessor thereunder until Lessee shall have given
written notice, by registered or certified mail, return receipt requested, of
said act or omission to Lender, which notice shall be addressed to
Massachusetts Mutual Life Insurance Company, c/o Babson Capital Management LLC,
1500 Main Street, Springfield,


Massachusetts 01115, Attention:
Managing Director, Real Estate Investment Division, and until a reasonable
period of time shall have elapsed following the giving of such notice, during
which period Lender shall have the right, but shall not be obligated, to remedy
such default.  6.This
Agreement shall inure to the benefit of and shall be binding upon Lessee and
Lender, and their respective heirs, personal representatives, successors and
assigns. This Agreement may not be altered, modified or amended except in
writing signed by all of the parties hereto. In the event any one or more of
the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement,
but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. This Agreement shall
be governed by and construed according to the laws of the Commonwealth of
Massachusetts.  IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.   [ATTEST OR
  WITNESSES (2)]
  
  CALIPER LIFE
  SCIENCES, INC.ByIts[SEAL][ATTEST OR
  WITNESSES (2)]
  
  MASSACHUSETTS
  MUTUAL 
  LIFE INSURANCE COMPANYBY BABSON
  CAPITAL MANAGEMENT LLC 
  ITS AUTHORIZED AGENTByIts[SEAL]


ACKNOWLEDGEMENTS  STATE OF
  )) ss.COUNTY OF
  )
  On
this                  day
of             
,                ,
before me, the undersigned Notary Public, personallyappeared                ,                   
, proved to me through satisfactory evidence of identification, namely                          
issued by                         
, to be the person whose name is signed on the preceding document, and
acknowledged to me that he signed it voluntarily for its stated purpose as                     
of  IN
WITNESS WHEREOF,Ihereunto
set my hand and official seal.   Notary
  Public
  My Commissions Expires:  STATE OF
  )) ss.COUNTY OF
  )
  On
this       day of                  ,                   
, before me, the undersigned Notary Public, personallyappeared        ,                  
, proved to me through satisfactory evidence of identification, namely                  
issued by                      
, to be the person whose name is signed on the preceding document, and
acknowledged to me that he signed it voluntarily for its stated purpose as               
of  IN
WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary
  Public
  My Commission Expires: