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                                                                    EXHIBIT 10.1

                              LEASE OF OFFICE SPACE

                                                            Date:  June 11, 1987

BETWEEN: Jaymont (U.S.A.), Incorporated, with a principal office at 260 Franklin
Street, Boston, Massachusetts 02110 ("Landlord") AND Thomas Black Corporation,
with an address at 89 Broad Street, Boston, Massachusetts 02109 ("Tenant").

FOR PREMISES IN: Landlord's building located at 20 Custom House Street, Boston,
Massachusetts (the "Building" which term shall include the land on which it is
located where the context shall so admit).

LANDLORD AND TENANT, in consideration of the covenants herein contained, hereby
agree as follows:

ARTICLE 1.00    DEFINITIONS

1.01  DEFINITIONS IN THIS LEASE:

      (a) "Annual Rent" means $1,516,148.00 per annum at the rate of $31.00 per
          rentable square foot for 40,000 square feet and at the rate of $34.00
          per rentable square foot for 8,122 rentable square feet as herein
          provided, and payable as provided under Article 4.01.

      (b) "Article" means an article of this Lease.

      (c) "Commencement Date" means the date of substantial completion provided
          that it may not occur earlier than July 1, 1988 nor later than January
          1, 1989 (the "Original Commencement Date"), unless said Commencement
          Date is delayed and set at a later date in accordance with Article
          3.03.

      (d) "Exhibit A" means the plan(s) attached hereto as Exhibit A.

      (e) "Exhibit B" means the provisions relating to Occupancy Costs and other
          matters attached hereto as Exhibit B.

      (f) "Exhibit C" means the Building Rules and Regulations attached hereto
          as Exhibit C.

      (g) "Exhibit D" means the provisions relating to Landlord's Services
          attached hereto as Exhibit D.

      (h) "Exhibit E" means the provisions relating to the Tenant Improvements
          to the Premises attached hereto as Exhibit E.

      (i) "Exhibit F" means the form of Estoppel Certificate attached hereto as
          Exhibit F.

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      (j) "Exhibit G" means the Commencement Date acknowledgment to be executed
          by Landlord and Tenant at the commencement of the Term attached hereto
          as Exhibit G.

      (k) "Exhibit H" means the form of Square Footage Measurement Notification
          attached hereto as Exhibit H.

      (l) "Fiscal Year" means a twelve-month period (all or part of which falls
          within the Term) from time to time determined by Landlord at the end
          of which Landlord's books are balanced for auditing and/or taxation
          purposes.

      (m) "Lease" means this lease, Exhibits A, B, C, D, E, F, G and H and
          Riders (if attached) to this Lease, and every properly executed
          instrument which by its terms amends, modifies or supplements this
          Lease.

      (n) "Occupancy Costs" means amounts payable by Tenant to Landlord under
          Article 4.02.

      (o) "Other Charges" means amounts payable to Landlord under Article 4.03.

      (p) "Premises" means 48,122 rentable square feet, more or less, consisting
          of the entire second (2nd), third (3rd) and fourth (4th) floors of the
          Building as generally indicated on Exhibit A.

      (q) "Rent" means the aggregate of all amounts payable by Tenant to
          Landlord under Articles 4.01, 4.02 and 4.03.

      (r) "Rules and Regulations" means those rules and regulations set forth in
          Exhibit C as the same may be amended from time to time by Landlord.

      (s) "Security Deposit" means $126,345.66 to be held as provided in Article
          20.11 hereof.

      (t) "Term" means a period of ten (10) years commencing with the
          Commencement Date, unless sooner terminated as herein provided; and
          any renewals or extensions thereof.

      (u) "Use" means for office use in connection with the conduct of the
          business activity set forth below only and none other: Insurance
          Business, and with the approval of Landlord, office uses consistent
          with first-class office buildings in the financial district of Boston.

ARTICLE 2.00    GRANT OF LEASE

2.01  GRANT. Landlord hereby demises and leases the Premises to Tenant, and
      Tenant hereby leases and accepts the Premises from Landlord, to have and
      to hold during the Term, subject to the terms and conditions of this
      Lease. Tenant is hereby granted the right to

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      use, in common with all others lawfully entitled thereto, all means of
      egress, ingress, lobbies and common facilities within the Building.

2.02  QUIET ENJOYMENT. Landlord shall warrant and defend Tenant in the quiet
      enjoyment and possession of the Premises during the Term against all
      parties claiming by, through or under Landlord, subject to the terms and
      conditions of this Lease.

2.03  COVENANTS OF LANDLORD AND TENANT. Landlord covenants to observe and
      perform all of the terms and conditions to be observed and performed by
      Landlord under this Lease. Tenant covenants to pay the Rent when due under
      this Lease, and to observe and perform all of the terms and conditions to
      be observed and performed by Tenant under this Lease.

ARTICLE 3.00    TERM AND POSSESSION

3.01  TERM. The term of this Lease shall be the number of years set forth in
      Article 1.01(t), beginning on the date set forth in said Article (the
      "Commencement Date") unless extended or renewed or terminated earlier as
      provided in this Lease.

3.02  EARLY OCCUPANCY. If Tenant begins to conduct business in all or any
      portion of the Premises before the Commencement Date, Tenant shall pay to
      Landlord on the Commencement Date on account of Rent in respect thereof
      for the period from the date Tenant begins to conduct business therein to
      the Commencement Date, which Rent shall be that proportion of Rent for one
      calendar year which the number of days in such period bears to 365. Except
      where clearly inappropriate, the provisions of this Lease shall be
      applicable during such period.

3.03  POSSESSION. On or before the Original Commencement Date, Landlord shall
      substantially complete the work specified in Exhibit E hereto, if any, and
      (i) the term substantial completion or substantially complete shall mean
      that the Premises have been completed in full compliance with the Space
      Plans and Engineering Plans with the exception of mechanical adjustments
      and minor touch-up so that the Premises may be used for their intended
      purposes excluding, however, any special items or long lead items
      designated by Tenant which are not Tenant Standard Improvements; and (ii)
      that the lobby of the Building shall have been completed except for
      mechanical adjustments and touch-up and that reasonable means of access to
      the Premises shall be provided free of all construction debris; and (iii)
      that a Certificate of Occupancy or other permission for Tenant to occupy
      the Premises for the Use shall have been obtained; and (iv) that the date
      of substantial completion shall have been established by notice to Tenant
      accompanied and confirmed by Landlord's Architect's Certificate of
      Substantial Completion. If Landlord is delayed in delivering possession of
      all or any portion of the Premises to Tenant on or before the Original
      Commencement Date, then Tenant shall take possession of the Premises on
      the date (not later than six month's after the Original Commencement Date)
      when Landlord delivers possession of all of the Premises substantially
      completed, which date shall be conclusively established by notice to
      Tenant, accompanied and confirmed by a Landlord's Architect's Certificate
      of Substantial Completion, at least five days before such date, and which
      date shall then be considered to be the Commencement Date for purposes of
      this Lease. This Lease shall not be void or voidable nor shall Landlord be

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      liable to Tenant for any loss or damage resulting from any delay in
      delivering possession of the Premises to Tenant, and no Rent shall be
      payable by Tenant for the period prior to the date on which Landlord can
      so deliver possession of all of the Premises, unless Tenant elects to take
      possession of a portion of the Premises whereupon Rent shall be payable in
      respect thereof from the date such possession is taken; provided, however,
      that in the event that any delay in delivery of possession of the Premises
      to Tenant is principally caused by or is attributable to the act or
      neglect of Tenant, its servants, agents, employees or independent
      contractors (collectively "Tenant's Acts"), the Commencement Date shall be
      the later of the Original Commencement Date or the date on which
      possession of the Premises would have been delivered to Tenant but for the
      delay caused by Tenant's Acts, and Tenant shall be liable for Rent and the
      other obligations under the Lease from said Commencement Date. If for
      reasons beyond the Landlord's reasonable control the Commencement Date
      shall not occur within twelve (12) months after the Original Commencement
      Date, Landlord shall have the right to terminate this Lease by written
      notice to Tenant. In such case, this Lease shall be void and without
      recourse to either party except that any Security Deposit given by Tenant
      to Landlord shall be refunded.

3.04  ACCEPTANCE OF PREMISES. Taking possession of all or any portion of the
      Premises by Tenant shall be conclusive evidence as against Tenant that the
      Premises are in satisfactory condition on the date of taking possession,
      subject only to those punch list items, written notice of which is given
      to Landlord prior to the commencement of Tenant's moving into the Premises
      and latent defects and deficiencies (if any) listed in writing in a notice
      delivered by Tenant to Landlord not more than thirty (30) days after the
      earlier of the date of taking possession or the Commencement Date, except
      that with respect to failure to perform work called for on the Space Plans
      or Engineering Plans which constitute latent defects, said thirty (30)
      days shall be extended to one hundred eighty (180) days and, with respect
      to the operation of mechanical systems, the period shall be extended to
      one (1) full cycle of operation of such system. Each of said periods shall
      commence upon the Commencement Date.

ARTICLE 4.00    RENT AND OCCUPANCY COSTS

4.01  ANNUAL RENT. Tenant shall pay to Landlord as Annual Rent for the Premises
      the sum shown in Article 1.01(a) as Annual Rent in respect of each year of
      the Term, payable in advance and without notice in equal monthly
      installments on the Commencement Date and on the first day of each
      calendar month thereafter during the Term. Tenant shall not be required to
      pay the first twenty-three (23) installments of Annual Rent with respect
      to 40,000 rentable square feet of the Premises. Tenant shall not be
      required to pay the first twelve (12) installments of Annual Rent with
      respect to the 8,122 rentable square feet for which the Annual Rent is
      computed at $34.00 per rentable square foot and Tenant shall not be
      required to pay the first (2) months of the second (2nd), third (3rd),
      fourth (4th), fifth (5th) years of the Term of this Lease and the first
      three (3) months of the sixth (6th) year of the Term of this Lease with
      respect to said 8,122 rentable square feet.

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4.02  OCCUPANCY COSTS. Tenant shall pay to Landlord at the times and in the
      manner provided in Article 4.06, the Occupancy Costs (including Common
      Areas Cost and Tax Cost) determined pursuant to Exhibit B.

4.03  OTHER CHARGES. Tenant shall pay to Landlord, at the times and in the
      manner provided in this Lease or, if not so provided, as reasonably
      required by Landlord, all amounts (in addition to those amounts payable
      under Articles 4.01 and 4.02) which are payable by Tenant to Landlord
      under this Lease. Without limitation, this Lease shall be deemed and
      construed as a "Net Lease" except as herein otherwise expressly set forth.
      Tenant shall pay to Landlord, through the term of this Lease, the Rent and
      other payments hereunder, free of any charges, assessments, impositions or
      deductions of any kind, all of which Tenant shall pay or discharge,
      without abatement, deduction or set off, and under no circumstances or
      conditions, whether now existing or hereafter arising, or whether beyond
      the present contemplation of the parties, shall Landlord be expected or
      required to make any payment of any kind whatsoever or be under any other
      obligation or liability hereunder, except as herein otherwise expressly
      set forth.

4.04  PAYMENT OF RENT - GENERAL. All amounts payable by Tenant to Landlord under
      this Lease shall be deemed to be Rent and shall be payable and recoverable
      as Rent in the manner herein provided, and Landlord shall have all rights
      against Tenant for default in any such payment as in the case of arrears
      of Rent. Rent shall be paid to Landlord, without deduction or set-off, in
      legal tender of the jurisdiction in which the Building is located, at the
      address of Landlord as set forth in the beginning of this Lease, or to
      such other person or at such other address as Landlord may from time to
      time designate in writing. Tenant's obligation to pay accrued Rent shall
      survive the expiration or earlier termination of this Lease.

4.05  RENT - EARLY COMMENCEMENT OR TERMINATION. If the Term, respectively,
      begins or ends on a day other than the first or last day of a calendar
      month, the installment of Rent payable on the first day of the Term or the
      first day of the last calendar month of the Term shall be prorated for
      such first or last partial month on a daily basis.

4.06  PAYMENT - OCCUPANCY COSTS.

      (a) Prior to the Commencement Date and prior to the beginning of each
          Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a
          bona fide estimate of Occupancy Costs for the appropriate Fiscal Year
          and, without further notice, Tenant shall pay to Landlord in monthly
          installments one-twelfth of such estimate simultaneously with Tenant's
          payments of Annual Rent during such Fiscal Year.

      (b) Unless delayed by causes beyond Landlord's reasonable control,
          Landlord shall deliver to Tenant within 120 days after the end of each
          Fiscal Year a written statement (the "Statement") setting out in
          reasonable detail the amount of Occupancy Costs for such Fiscal Year
          and certified to be correct by an officer of Landlord. If the
          aggregate of monthly installments of Occupancy Costs actually paid by
          Tenant to Landlord during such Fiscal Year differs from the amount of
          Occupancy Costs payable for such Fiscal Year under Article 4.02,
          Tenant shall

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          pay or Landlord shall give Tenant credit for (or after the expiration
          of the Term if Tenant is not in default, refund to Tenant) the
          difference (as the case may be) without interest within 30 days after
          the date of delivery of the Statement.

      (c) If Landlord and Tenant disagree on the accuracy of Occupancy Costs as
          set forth in the Statement, Tenant shall nevertheless make payment in
          accordance with any notice given by Landlord. Landlord agrees at the
          request of Tenant to have Landlord's representative meet with Tenant
          and to furnish reasonable information to Tenant with respect to any
          disputed item. If, notwithstanding such meeting and disclosure, Tenant
          shall nevertheless continue to question the accuracy of Occupancy
          Costs, the disagreement shall immediately be referred by Landlord for
          prompt decision by a mutually acceptable public accountant, architect,
          insurance broker or other professional consultant who shall be deemed
          to be acting as expert(s) and not arbitrator(s), and a determination
          signed by the selected expert(s) shall be final and binding on both
          Landlord and Tenant. Any adjustment required to any previous payment
          made by Tenant or Landlord by reason of any such decision shall be
          made within 14 days thereof, and the party required to make payment
          under such adjustment shall bear all costs of the expert's making such
          decision except where that payment represents 3% or less of the
          Occupancy Costs that were the subject of the disagreement, in which
          case Tenant shall bear all such costs.

      (d) Neither party may claim a readjustment in respect of Occupancy Costs
          for a Fiscal Year if based upon any error of computation or allocation
          except by notice delivered to the other party within six months after
          the date of delivery of the Statement.

      (e) In any Fiscal Year when the Building has an average annual occupancy
          rate of less than 95%, the Occupancy Costs will be extrapolated as
          though the Building were 95% occupied and the Occupancy Costs
          allocable to the Premises shall mean the same proportion of the
          Occupancy Costs for the entire Building as the rentable floor area of
          Tenant's space bears to 100% of the rentable floor area in the
          Building. In any Fiscal Year when the Building has an average annual
          occupancy rate of 95% or more, then the Occupancy Costs for the
          Premises shall be the Occupancy Costs as set forth and determined
          pursuant to Exhibit B.

      (f) In the event that any tax or charge shall be imposed upon Landlord by
          reason of any improvements made by or at the request of Tenant to the
          Premises subsequent to the completion of the work to be done by
          Landlord prior to the Commencement Date, Tenant shall pay the entire
          amount of such tax as additional Rent.

ARTICLE 5.00    USE OF PREMISES

5.01  USE. The Premises shall be used and occupied solely for the Use set forth
      in Article 1.01(u) and for no other use or purpose.

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5.02  COMPLIANCE WITH LAWS. The Premises shall be used and occupied in a safe,
      careful and proper manner so as not to contravene any present or future
      governmental or quasi-governmental laws in force or regulations or orders
      and those of insurers. If due solely to Tenant's use of the Premises,
      improvements are necessary to comply with any of the foregoing or with the
      requirements of insurance carriers, Tenant shall pay the entire cost
      thereof.

5.03  ABANDONMENT. Tenant shall not vacate or abandon the Premises except for
      temporary periods of not more than fifteen (15) business days without an
      expressed written intention to return on a specific date which written
      intention is delivered to Landlord prior to the commencement of such
      temporary period any time during the Term without Landlord's prior written
      consent.

5.04  NUISANCE. Tenant shall not cause or maintain any nuisance in or about the
      Premises and shall keep the Premises free of debris or materials which
      would attract rodents or vermin, and free of anything of a dangerous,
      noxious or offensive nature or which could create a fire hazard or
      increase the cost of casualty or other insurance on the Building or the
      Premises (through undue load on electrical circuits or otherwise) or cause
      undue vibration, heat or noise. Tenant shall not use in the Premises sound
      equipment (such as loudspeakers, broadcasts and telecasts) in a manner
      seen or heard outside the Premises, nor permit any odors to emanate
      therefrom, regardless of the nature of Tenant's use, and shall not place
      or keep any merchandise or other thing in the Common Areas.

ARTICLE 6.00    SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD

6.01  OPERATION OF BUILDING. During the Term, Landlord shall operate and
      maintain the Building in accordance with all applicable laws and
      regulations and with standards from time to time prevailing for buildings
      of its type in the area in which the Building is located and, subject to
      participation by Tenant by payment of Occupancy Costs under Article 4.02,
      shall provide the services set out in this Article 6.00.

6.02  SERVICES. Landlord shall provide in the Building or Premises as the case
      may be:

      (A) BUILDING SERVICES:

          (i)   domestic running water and necessary supplies in common
                washrooms sufficient for the normal use thereof by occupants in
                the Building;

          (ii)  access to and egress from the Premises, including elevator or
                escalator service if included in the Building;

          (iii) heat, ventilation, cooling, lighting, electric power, and
                janitor service in those areas of the Building from time to time
                designated by Landlord for use by Tenant in common with all
                tenants and other persons in the Building but under the
                exclusive control of Landlord;

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          (iv)  a general directory board or electronic display on which Tenant
                shall be entitled to have its name shown, provided that Landlord
                shall have exclusive control thereof and of the space thereon to
                be allocated to each tenant;

          (v)   maintenance, repair, and replacement as set out in Article 6.03;
                and

          (vi)  twenty-four (24) hour security by a manned guard desk in the
                Building lobby.

      (B) SERVICES TO PREMISES:

          (i)   equipment for heat, ventilation and cooling as required for the
                comfortable use and occupancy of the Premises during normal
                business hours, which shall be from 8:00 A.M. to 6:00 P.M.,
                Monday through Friday, and 8:00 A.M. to 1:00 P.M. on Saturday;

          (ii)  janitor services, as reasonably required to keep the Premises in
                a clean and wholesome condition in accordance with the Building
                standards set forth on Exhibit D to this Lease, provided that
                Tenant shall leave the Premises in a reasonably tidy condition
                at the end of each business day, and interior window washing on
                a periodic basis;

          (iii) for Tenants occupying an entire floor, as set forth on Exhibit
                D, electric power for normal lighting and small business office
                equipment (but not equipment using amounts of power
                disproportionate to that used by other tenants in the Building),
                provided, however, that Tenant shall pay the costs of the same
                in accordance with Landlord's submetering system. If more than
                one tenant shall occupy the floor of the Building on which the
                Premises are located, Landlord shall reasonably apportion the
                cost of electricity among them on a square footage basis and in
                accordance with applicable engineering standards. At the request
                of Tenant if Tenant shares a floor, the Landlord shall conduct
                an electrical audit at Tenant's expense and shall reapportion
                the cost of electricity among tenants on the floor if said audit
                demonstrates that one or more of said tenants are utilizing
                electricity at a level disproportionate to the proportion of the
                square footage that it or they occupies;

          (iv)  replacement of Building standard fluorescent tubes, light bulbs
                and ballasts in the Common Areas as required from time to time
                as a result of normal usage; and

          (v)   maintenance, repair, and replacement as set out in Article 6.03.

      (C) ADDITIONAL SERVICES:

          (i)   If from time to time requested in writing by Tenant, and to the
                extent that it is reasonably able to do so, Landlord shall
                provide in the Premises

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                services in addition to those set out in this Article 6.02,
                provided that Tenant shall, within ten days of receipt of any
                invoice for any such additional service, pay Landlord therefor
                at such reasonable rates as Landlord may from time to time
                establish; and

          (ii)  Tenant shall not, without Landlord's written consent, install in
                the Premises equipment (including telephone equipment) which
                generates sufficient heat to affect the temperature otherwise
                maintained in the Premises by the air conditioning system as
                normally operated. Landlord may install supplementary air
                conditioning units, facilities or services in the Premises, or
                modify its air conditioning system, as may in Landlord's
                reasonable opinion be required to maintain proper temperature
                levels, and Tenant shall pay Landlord within ten days of receipt
                of any invoice for the cost thereof, including the cost of
                installation, operation and maintenance.

6.03  MAINTENANCE, REPAIR AND REPLACEMENT. Except to the extent that the need
      therefor shall result from the negligence or default of Tenant, Landlord
      shall operate, maintain, repair and replace the systems, facilities and
      equipment necessary for the proper operation of the Building and for
      provision of Landlord's services under Article 6.02 and shall be
      responsible for and shall maintain and repair the foundations, structure
      and roof of the Building and repair damage to the Building which Landlord
      is obligated to insure against under Article 9.00, as determined to be
      necessary by Landlord, provided that:

      (a) if all or part of such systems, facilities and equipment are
          destroyed, damaged or impaired, Landlord shall have a reasonable time
          in which to complete the necessary repair or replacement, and during
          that time shall be required only to maintain such services as are
          reasonably possible in the circumstances;

      (b) Landlord may temporarily discontinue such services or any of them at
          such times as may be necessary due to causes beyond the reasonable
          control of Landlord;

      (c) Landlord shall use reasonable diligence in carrying out its
          obligations under this Article 6.03, but, to the fullest extent
          permitted by law, shall not be liable under any circumstances for any
          consequential damage to any person or property for any failure to do
          so;

      (d) no reduction or discontinuance of such services under this Article
          6.03(a) or (b) shall be construed as an eviction of Tenant or (except
          as specifically provided in this Lease) release Tenant from any
          obligation of Tenant under this Lease; and

      (e) to the extent that Tenant shall install any equipment which has any
          connection to the building systems within the Premises or shall
          request of Landlord that Landlord install such equipment, including
          any which may be installed during the initial construction of the
          Premises, Tenant shall, at the request of Landlord, enter into a
          Maintenance Contract with a responsible maintenance contractor
          approved by Landlord, or Landlord shall enter into such contract for
          the account of Tenant and at Tenant's expenses.

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      (f) nothing contained herein shall derogate from the provisions of Article
          16.00.

6.04  ALTERATIONS BY LANDLORD. Landlord may from time to time:

      (a) make repairs, replacements, changes or additions to the structure,
          systems, facilities and equipment in the Premises;

      (b) make changes in or additions to any part of the Building not in or
          forming part of the Premises; and

      (c) change or alter the location of Common Areas of the Building;

      provided that in doing so Landlord shall give reasonable advance notice of
      the same, except in case of emergency. Landlord shall not disturb or
      interfere with Tenant's use of the Premises and the operation of Tenant's
      business any more than is reasonably necessary in the circumstances.

6.05  ACCESS BY LANDLORD. Tenant shall permit Landlord to enter the Premises
      outside normal business hours, and during normal business hours where such
      will not unreasonably disturb or interfere with Tenant's use of the
      Premises and the operation of Tenant's business, to examine, inspect, and
      show the Premises to persons wishing to lease them, to provide services or
      make repairs, replacements, changes or alterations as set out in this
      Lease, and to take such steps as Landlord may deem necessary for the
      safety, improvement or preservation of the Premises or the Building.
      Landlord shall, whenever possible, consult with or give reasonable notice
      to Tenant prior to such entry, except in the case of an emergency, but no
      such entry shall constitute an eviction or entitle Tenant to any abatement
      of Rent.

6.06  ENERGY, CONSERVATION AND SECURITY POLICIES. Landlord shall be deemed to
      have observed and performed the terms and conditions to be performed by
      Landlord under this Lease, including those relating to the provision of
      utilities and services, if in so doing it acts in accordance with a
      directive, policy or request of a governmental or quasi-governmental
      authority serving the public interest in the fields of energy,
      conservation or security. Without limitation of any other provision of
      this Lease, Tenant shall comply with all reasonable directives of Landlord
      relative to the conservation of energy.

ARTICLE 7.00    MAINTENANCE, REPAIRS, IMPROVEMENTS AND ALTERATIONS BY TENANT

7.01  CONDITION OF PREMISES. Except to the extent that Landlord is specifically
      responsible therefor under this Lease, Tenant shall maintain the Premises
      and all improvements therein in good order and condition, including:

      (a) repainting and redecorating the Premises and cleaning drapes, carpets
          and the like at reasonable intervals as needed to the extent necessary
          to maintain the Premises at a standard of occupancy generally
          acceptable in first class office buildings in the Central Business
          District of Boston; and

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      (b) making repairs and replacements in the Premises as needed, including
          without limitation those repairs and replacements necessary to comply
          with laws, rules, ordinances, regulations or orders of any
          governmental or quasi-governmental authority.

7.02  FAILURE TO MAINTAIN PREMISES. If Tenant fails to perform any obligation
      under this Article 7.00, then on not less than ten days' notice to Tenant
      (except in the case of emergency), Landlord may enter the Premises and
      perform such obligation without liability to Tenant for any loss or damage
      to Tenant thereby incurred, and Tenant shall pay Landlord for the cost
      thereof within ten (10) days of demand therefor.

7.03  ALTERATIONS BY TENANT. Tenant may from time to time at its own expense
      make non-structural changes, additions and improvements in the Premises to
      better adapt the same to its business, provided that any such change,
      addition or improvement shall:

      (a) comply with the requirements of Landlord's insurer and any
          governmental or quasi-governmental authority having jurisdiction;

      (b) be made only with the prior written consent of Landlord, after
          submission of satisfactory plans and specifications to Landlord which
          are approved by Landlord;

      (c) equal or exceed the then current standard for the Building, and will
          not interfere with or injure the Building or any system or facility
          thereof; and

      (d) be carried out only by persons selected by Tenant and approved in
          writing by Landlord in its sole discretion, who shall, if required by
          Landlord, deliver to Landlord, before commencement of the work,
          performance and payment bonds as well as proof of worker's
          compensation and public liability and property damage insurance
          coverage, with Landlord named as an additional insured in amounts,
          with companies, and in form reasonably satisfactory to Landlord, which
          shall remain in effect during the entire period in which the work will
          be carried out.

          Any increase in property taxes on, or fire or casualty insurance
          premiums for, the Building attributable to such change, addition or
          improvement or any other conduct of Tenant shall be borne by Tenant.

7.04  TRADE FIXTURES AND PERSONAL PROPERTY. Tenant may install in the Premises
      its usual trade fixtures and personal property in a proper manner,
      provided that no such installation shall interfere with or damage (or
      threaten the same) the mechanical or electrical systems or the structure
      of the Building. If Tenant is not then in default hereunder, trade
      fixtures and personal property installed in the Premises by Tenant may be
      removed from the Premises:

      (a) from time to time in the ordinary course of Tenant's business or in
          the course of reconstruction, renovation, or alteration of the
          Premises by Tenant; and

      (b) during a reasonable period prior to the expiration of the Term;

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      provided that Tenant promptly repairs at its own expense any damage to the
      Premises resulting from such installation and removal.

7.05  MECHANICS LIENS. Tenant shall pay before delinquency all costs for work
      done or caused to be done by Tenant in the Premises which could result in
      any lien or encumbrance on Landlord's interest in the Building or the land
      on which it is located or any part thereof, shall keep the title to the
      said land and Building and every part thereof free and clear of any lien
      or encumbrance in respect of such work, and shall indemnify and hold
      harmless Landlord against any claim, loss, cost, demand and legal or other
      expense, whether in respect of any lien or otherwise, arising out of the
      supply of material, services or labor for such work. Tenant shall
      immediately notify Landlord of any such lien, claim of lien or other
      action of which it has or reasonably should have knowledge and which
      affects the title to the said land or Building or any part thereof, and
      shall cause the same to be removed within five days (or such additional
      time as Landlord may consent to in writing), failing which Landlord may
      take such action as Landlord deems necessary to remove the same and the
      entire cost thereof shall be immediately due and payable by Tenant to
      Landlord.

7.06  SIGNS. Any sign, decal, lettering or design of Tenant which is visible
      from the exterior of the Premises shall be at Tenant's expense and subject
      to approval by Landlord, and shall conform to the uniform pattern of
      identification signs for tenants in the Building as prescribed by
      Landlord. Tenant shall not otherwise inscribe or affix any sign, lettering
      or design in the Premises or Building which is visible from the exterior
      of the Building.

ARTICLE 8.00    TAXES

8.01  LANDLORD'S TAXES. Landlord shall pay (subject to participation by Tenant
      by payment of Occupancy Costs under Article 4.02) every real estate tax,
      assessment, license fee and other charge, excepting Tenant's Taxes under
      Article 8.02, which is, after any contest Landlord may care to make,
      imposed, levied, assessed or charged by any governmental or
      quasi-governmental authority having jurisdiction and which is payable in
      respect of the Term upon or on account of the Building or the parcel or
      parcels of land on which the Building is located.

8.02  TENANT'S TAXES. Tenant shall pay before delinquency every tax, assessment,
      license fee, excise and other charge, however described, which is imposed,
      levied, assessed or charged upon Tenant by any governmental or
      quasi-governmental authority having jurisdiction and which is payable in
      respect of the Term upon or on account of:

      (a) operations at, occupancy of, or conduct of business in or from the
          Premises by Tenant or with Tenant's permission;

      (b) fixtures or personal property in the Premises which do not belong to
          the Landlord; and

      (c) the Rent paid or payable by Tenant to Landlord for the Premises or for
          the use and occupancy of all or any part thereof;

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      provided that if Landlord so elects by notice to Tenant, Tenant shall add
      any amounts payable under this Article 8.02 to the monthly installments of
      Annual Rent payable under Article 4.01 and Landlord shall remit such
      amounts to the appropriate authorities.

8.03  RIGHT TO CONTEST. Landlord and Tenant shall each have the right to contest
      in good faith the validity or amount of any tax, assessment, license fee,
      excise fee and other charge which it is responsible to pay under this
      Article 8.00, provided that no contest by Tenant may be undertaken unless
      Tenant shall deposit with Landlord adequate and sufficient security
      against any loss or damage which may ensue or involve the possibility of
      forfeiture, sale or disturbance of Landlord's interest in the Premises or
      the Building and that upon the final determination of any contest by
      Tenant, Tenant shall immediately pay and satisfy the amount found to be
      due, together with any costs, penalties and interest.

ARTICLE 9.00    INSURANCE

9.01  LANDLORD'S INSURANCE. During the Term, Landlord shall maintain at its own
      expense (subject to participation by Tenant by payment of Occupancy Costs
      under Article 4.02) liability insurance, fire insurance with extended
      coverage, boiler and pressure vessel insurance, and other insurance on the
      Building and all property and interest of Landlord in the Building with
      coverage and in amounts not less than those required by any first
      mortgagee of the Building. Policies for such insurance shall waive, to the
      extent available from Landlord's carrier(s) without additional cost
      (unless Tenant pays the same in advance), any right of subrogation against
      Tenant. If, by reason of Tenant's particular use of the Premises,
      Landlord's insurance premiums shall be increased, Tenant shall pay all of
      such increased premiums.

9.02  TENANT'S INSURANCE. During the Term, Tenant shall maintain at its own
      expense:

      (a) fire insurance with extended coverage and water damage insurance in
          amounts sufficient to fully cover Tenant's improvements and all
          property in the Premises which is not owned by Landlord;

      (b) liability insurance, with Landlord and any mortgagee of Landlord named
          as an additional insured, against claims for death, personal injury
          and property damage in or about the Premises, in amounts which are
          from time to time required by landlords of like buildings in the
          community in which the Building is located, but not less than
          $2,000,000 for death, illness or injury to one or more persons in a
          single occurrence, and $500,000 for property damage in respect of each
          occurrence. Such insurance may be purchased with primary and
          supplementary coverage or by an umbrella coverage so-called;

      (c) rent insurance covering all Rent hereunder for a period of one (1)
          year; and

      (d) such other and/or additional coverages in such amounts as may be
          requested from time to time by Landlord if generally required of
          tenants in first class office buildings in the Central Business
          District of Boston aforesaid.

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      Policies for such insurance shall be in a form and with an insurer
      reasonably acceptable to Landlord, shall require at least fifteen days'
      written notice to Landlord of termination or material alteration during
      the Term, and shall waive any right of subrogation against Landlord. If
      requested by Landlord, Tenant shall from time to time promptly deliver to
      Landlord certificates, certified copies or other evidence of such
      policies, and evidence satisfactory to Landlord that all premiums thereon
      have been paid and that the policies are in full force and effect.

ARTICLE 10.00   INJURY TO PERSON OR PROPERTY

10.01 INDEMNITY BY TENANT. To the fullest extent permitted by law, Tenant shall
      indemnify and hold Landlord harmless from and against every demand, claim,
      cause of action, judgment and expense, and all loss and damage arising
      from:

      (a) any injury or damage to the person or property of Tenant, any other
          tenant in the Building or to any other person, where the injury or
          damage is caused by the conduct of Tenant's business or the negligence
          or misconduct of Tenant, its agents, servants, or employees, or of any
          other person entering upon the Premises under express or implied
          invitation of Tenant, or results from the violation of this Lease or
          of laws or ordinances, governmental orders of any kind or of the
          provisions of this Lease by any of the foregoing;

      (b) any loss or damage, however caused, to books, records, files, money,
          securities, negotiable instruments or papers in or about the Premises;

      (c) any loss or damage resulting from Tenant's or its agents', servants'
          or employees' interference with or obstruction of deliveries to or
          from the Premises; and

      (d) any injury or damage not specified above to the person or property of
          Tenant, its agents, servants or employees, or any other person
          entering upon the Premises under express or implied invitation of
          Tenant, where the injury or damage is caused by any reason other than
          the negligence or misconduct of Landlord, its agents, servants, or
          employees.

10.02 SUBROGATION. The provisions of this Article 10.00 are subject to the
      waiver of any right of subrogation against Tenant in Landlord's Insurance
      in accordance with Article 9.01 and to the waiver of any right of
      subrogation against Landlord in Tenant's Insurance under Article 9.02.

ARTICLE 11.00   ASSIGNMENT AND SUBLETTING

11.01 ASSIGNMENT. Tenant, but only with Landlord's prior written consent, may
      assign this Lease:

      (a) to an assignee who is a purchaser of all or substantially all of the
          business of the Tenant provided that such assignee has a net worth
          greater than the higher of the net worth of Tenant on (i) the date
          hereof or (ii) the date of such assignment (sometimes an "Equivalent
          Net Worth"), or to a parent or wholly owned

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          subsidiary company of Tenant, or to a company which results from the
          reconstruction, consolidation, amalgamation or merger of Tenant,
          provided that any such assignee after such assignment has an
          Equivalent Net Worth; or

      (b) subject to Article 11.03 to any other assignee who in Landlord's
          discretion (i) will not be inconsistent with the character of the
          Building and its other tenants; and (ii) has an Equivalent Net Worth;
          and

      (c) in any such case, Landlord shall be entitled to receive from Tenant,
          and Tenant shall pay to Landlord as a condition of such consent, an
          amount equal to the total consideration or compensation
          ("Compensation") received by Tenant however designated for the
          Tenant's Leasehold Estate. Landlord may request and Tenant shall
          furnish an Affidavit from the Chief Executive Officer of Tenant and
          from the Chief Executive Officer of any such assignee certification as
          to the amount of such consideration. Such consideration shall be paid
          to Landlord as and when received by Tenant;

      (d) Notwithstanding the foregoing, and without Landlord's written consent,
          but with prior notice to Landlord and the written assumption by the
          assignee or sub-lessee as the case may be, Tenant may assign this
          Lease or sublet all or any part of the Premises to any parent,
          subsidiary or affiliate ("Affiliates") of any Tenant subject to all of
          the terms and provisions of this Lease but without regard to the net
          worth requirements of Section 11.01(a) or the payment provisions of
          11.01(c) unless in the latter case there shall in fact be
          consideration paid and that Tenant named herein, and any Guarantor of
          this Lease affirm in writing that their liability continue hereunder.
          Failure of the Landlord to request such affirmation shall not release
          Tenant or any Guarantor of such liability all of which shall be and
          remain in full force and effect as if such assignment or subletting
          had not occurred.

11.02 SUBLEASING. Tenant, with Landlord's prior written consent which may be
      withheld in Landlord's discretion, and subject to Article 11.03, may
      sublet all or any part of the Premises to a sublessee who, in Landlord's
      discretion, will not be inconsistent with the character of the Building
      and its other tenants and otherwise meets Landlord's standards. Landlord
      may condition such consent upon having the Rent for the Term of this Lease
      as to the portion of the Premises being sublet raised so that it shall be
      the same as the rent being paid by such sublessee. If the sublessee shall
      be paying a lower rent, then the Rent for the portion of the Premises
      being sublet shall remain as provided for in Article 4.01.

11.03 FIRST OFFER TO LANDLORD. If Tenant wishes to assign this Lease (except as
      set out in Article 11.01 (a)) or sublet all or any part of the Premises,
      Tenant shall first offer in writing to assign or sublet (as the case may
      be) to Landlord on the same terms and conditions and for the same Rent as
      provided in this Lease. Any such first offer shall be deemed to have been
      rejected unless within thirty days of receipt thereof, Landlord delivers
      written notice of acceptance to Tenant. Alternatively, Landlord may
      terminate this Lease with respect to any such proposed assignment or
      subleasing of all of the Premises or with respect to any portion thereof
      in which case all sums payable hereunder shall be equitably adjusted.
      Tenant hereby releases Landlord from any claim which may arise or accrue
      from such

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      termination including, but without limitation, hereby expressly consenting
      to Landlord's dealing with any proposed assignee or sublessee directly and
      entering into a direct lease with such person.

11.04 LIMITATION. Except as specifically provided in this Article 11.00, Tenant
      shall not assign or transfer this Lease or any interest therein or in any
      way part with possession of all or any part of the Premises, or permit all
      or any part of the Premises to be used or occupied by any other person. If
      Tenant shall be a corporation, partnership or other entity, the transfer
      at one time or in the aggregate of more than twenty-five (25%) percent of
      the corporate stock, partnership interests or other interests in the
      Tenant shall be deemed to be an assignment for all purposes of this Lease.
      Any assignment, transfer or subletting or purported assignment, transfer
      or subletting, except as specifically provided herein, shall be null and
      void and of no force and effect. Landlord shall not be required to consent
      to an assignment of this Lease or a sublease of all or part of the
      Premises by Tenant to any tenant in the Building. Without limitation, the
      rights and interests of Tenant under this Lease shall not be assignable by
      operation of law without Landlord's written consent, which consent may be
      withheld in Landlord's sole discretion.

11.05 TENANT'S OBLIGATIONS CONTINUE. No assignment, transfer or subletting (or
      use or occupation of the Premises by any other person) which is permitted
      under this Article 11.00 shall in any way release or relieve Tenant of its
      obligations under this Lease, unless such release or relief is
      specifically granted by Landlord to Tenant in writing.

11.06 SUBSEQUENT ASSIGNMENTS. Landlord's consent to an assignment, transfer or
      subletting (or use or occupation of the Premises by any other person)
      shall not be deemed to be a consent to any subsequent or other assignment,
      transfer, subletting, use or occupation, including without limitation a
      reassignment to a person who was a prior tenant or occupant of the
      Premises.

ARTICLE 12.00   SURRENDER

12.01 POSSESSION. Upon the expiration or other termination of the Term, Tenant
      shall immediately quit and surrender possession of the Premises in
      substantially the condition in which Tenant is required to maintain the
      Premises, excepting only reasonable wear and tear and damage covered by
      Landlord's insurance under Article 9.01. Upon such surrender, all right,
      title and interest of Tenant in the Premises shall cease.

12.02 TRADE FIXTURES, PERSONAL PROPERTY AND IMPROVEMENTS. Subject to Tenant's
      rights under Article 7.04, after the expiration or other termination of
      the Term, all of Tenant's trade fixtures, personal property and
      improvements remaining in the Premises shall be deemed conclusively to
      have been abandoned by Tenant and may be appropriated, sold, destroyed or
      otherwise disposed of by Landlord without notice or obligation to
      compensate Tenant or to account therefor, and Tenant shall pay to Landlord
      on written demand all costs incurred by Landlord in connection therewith.

12.03 MERGER. The voluntary or other surrender of this Lease by Tenant or the
      cancellation of this Lease by mutual agreement of Tenant and Landlord
      shall not work a merger, and

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      shall, at Landlord's option, terminate all or any subleases and
      subtenancies or operate as an assignment to Landlord of all or any
      subleases or subtenancies. Landlord's option hereunder shall be exercised
      by notice to Tenant and all known sublessees or subtenants in the Premises
      or any part thereof.

12.04 PAYMENTS AFTER TERMINATION. No payments of money by Tenant to Landlord, or
      performance of any obligation by Tenant after the expiration or other
      termination of the Term or after the giving of any notice of termination
      by Landlord to Tenant, shall reinstate, continue or extend the Term or
      make ineffective any notice given to Tenant prior to the payment of such
      money, except payment or performance during any grace period expressly
      provided herein. After the service of notice or the commencement of a
      suit, or after final judgment granting Landlord possession of the
      Premises, Landlord may receive and collect any sums of Rent due under the
      Lease, and the payment thereof shall not make ineffective any notice or in
      any manner affect any pending suit or any judgment theretofore obtained.

ARTICLE 13.00   HOLDING OVER

13.01 MONTH-TO-MONTH TENANCY. If, with Landlord's written consent, Tenant
      remains in possession of the Premises after the expiration or other
      termination of the Term, Tenant shall be deemed to be occupying the
      Premises on a month-to-month tenancy only, at a monthly rental equal to
      the Rent as determined in accordance with Article 4.00 or such other
      rental as is stated in such written consent, and such month-to-month
      tenancy may be terminated by Landlord or Tenant on the last day of any
      calendar month by delivery of at least 30 days' advance notice of
      termination to the other.

13.02 TENANCY AT SUFFERANCE. If, without Landlord's written consent, Tenant
      remains in possession of the Premises after the expiration or other
      termination of the Term, Tenant shall be deemed to be occupying the
      Premises upon a tenancy at sufferance only, at a monthly charge for use
      and occupancy equal to two times the Rent determined in accordance with
      Article 4.00. Such tenancy at sufferance may be terminated by Landlord at
      any time.

13.03 GENERAL. Any month-to-month tenancy or tenancy at sufferance hereunder
      shall be subject to all other terms and conditions of this Lease except
      any right of renewal, and nothing contained in this Article 13.00 shall be
      construed to limit or impair any of Landlord's rights of re-entry,
      eviction or the like or constitute a waiver thereof.

ARTICLE 14.00   RULES AND REGULATIONS

14.01 PURPOSE. The Rules and Regulations in Exhibit C have been adopted by
      Landlord for the safety, benefit and convenience of all tenants and other
      persons in the Building.

14.02 OBSERVANCE. Tenant shall at all times comply with, and shall cause its
      employees, agents, licensees and invitees to comply with, the Rules and
      Regulations from time to time in effect.

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14.03 MODIFICATION. Landlord may from time to time, for the purposes set out in
      Article 14.01, amend, delete from, or add to the Rules and Regulations,
      provided that any such modification:

      (a) shall not be specifically repugnant to any other provision of this
          Lease;

      (b) shall have general application to all tenants in the Building
          similarly situated; and

      (c) shall be effective only upon delivery of a copy thereof to Tenant at
          the Premises.

14.04 NON-COMPLIANCE. Landlord shall not be responsible to Tenant for failure of
      any person to comply with such Rules and Regulations, nor for any failure
      to enforce the same in any particular instance.

ARTICLE 15.00   EMINENT DOMAIN

15.01 TAKING OF PREMISES. If, during the Term, all of the Premises or the
      Building shall be taken for any public or quasi-public use under any
      statute or by right of eminent domain, or purchased under threat of such
      taking, this Lease shall automatically terminate on the date on which the
      condemning authority takes possession of the Premises (hereinafter called
      the "date of such taking").

15.02 PARTIAL TAKING OF BUILDING. If, during the Term, only part of the Building
      is taken or purchased as set out in Article 15.01, then:

      (a) if, in the reasonable opinion of Landlord, substantial alteration or
          reconstruction of the Building is necessary or desirable as a result
          thereof, whether or not the Premises are or may be affected, Landlord
          shall have the right to terminate this Lease by giving the Tenant at
          least 30 days' written notice of such termination; and

      (b) if more than one-third of the number of Square Feet in the Premises is
          included in such taking or purchase or if the Premises shall be
          deprived of suitable means of access on a permanent basis, Landlord
          and Tenant shall each have the right to terminate this Lease by giving
          the other at least 30 days' written notice thereof.

      If either party exercises its right of termination hereunder, this Lease
      shall terminate on the date stated in the notice, provided, however that
      no termination pursuant to notice hereunder may occur later than 60 days
      after the date of such taking.

15.03 SURRENDER. On any such date of termination under Article 15.01 or 15.02,
      Tenant shall immediately surrender to Landlord the Premises and all its
      interests therein under this Lease. Landlord may re-enter and take
      possession of the Premises and remove Tenant therefrom, and the Rent shall
      abate on the date of termination, except that if the date of such taking
      differs from the date of termination, Rent shall abate on the former date
      in respect of the portion taken. After such termination, and on notice
      from Landlord stating the Rent then owing, Tenant shall forthwith pay
      Landlord such Rent.

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15.04 PARTIAL TAKING OF PREMISES. If any portion of the Premises (but less than
      the whole thereof) is so taken, and no rights of termination herein
      conferred are timely exercised, the Term of this Lease shall expire with
      respect to the portion so taken on the date of such taking. In such event,
      the Rent payable hereunder with respect to such portions so taken shall
      abate on such date, and the Rent thereafter payable with respect to the
      remainder not so taken shall be adjusted pro rata by Landlord in order to
      account for the resulting reduction in the number of Square Feet in the
      Premises, and Landlord shall reconstruct the balance to an architectural
      whole to the extent of the awards actually received by it, subject to the
      rights of any mortgagee.

15.05 AWARDS. Upon any such taking or purchase, whether or not this Lease is
      terminated, Landlord shall be entitled to receive and retain the entire
      award or consideration for the affected lands and improvements, and Tenant
      shall not have nor advance any claim against Landlord for the value of its
      property or its leasehold estate or the unexpired Term of the Lease, or
      for any business interruption expense or any other damages arising out of
      such taking or purchase. Nothing herein shall give Landlord any interest
      in, or preclude Tenant from seeking and recovering on its own account from
      the condemning authority, any award or compensation attributable to the
      taking or purchase of Tenant's trade fixtures, or the removal or
      relocation of its business and effects, or the interruption of its
      business, provided that no such award to Tenant shall reduce any award
      which would otherwise be due to Landlord. If any such award made or
      compensation paid to either party specifically includes an award or amount
      for the other, the party first receiving the same shall promptly account
      therefor to the other.

15.06 TEMPORARY TAKING. In the event of any so-called temporary taking of all or
      part of the Premises for public or quasi-public use for a period of less
      than six (6) months (or a period which in Landlord's judgment is likely to
      be less than six (6) months), this Lease and the terms hereof shall
      continue, including, without limitation, the obligation to pay Rent and
      all other sums hereunder, and Tenant shall receive awards or consideration
      on account thereof up to the amount of said Rent and other sums actually
      paid to Landlord, and the balance shall be the property of Landlord.

ARTICLE 16.00   DAMAGE BY FIRE OR OTHER CASUALTY

16.01 LIMITED DAMAGE TO PREMISES. If all or part of the Premises are rendered
      untenantable by damage from fire or other casualty which, in the
      reasonable opinion of an architect selected by Landlord, cannot be
      substantially repaired under applicable laws and governmental regulations
      within 90 days from the date of such casualty (employing normal
      construction methods without overtime or other premium and utilizing sums
      from insurers recoverable by Landlord under its then existing insurance
      coverage), or if such damage or destruction shall occur during the last
      year of the Term of the Lease, Landlord may terminate this Lease by
      written notice to Tenant. If Landlord shall not so terminate this Lease,
      Landlord shall forthwith at its own expense repair such damage, other than
      damage to improvements, furniture, chattels or trade fixtures which do not
      belong to Landlord or which were originally constructed by Tenant, and
      other than damage due to the negligence or default of Tenant, which Tenant
      shall repair. Upon substantial

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      completion of Landlord's work as aforesaid, Tenant shall promptly
      reconstruct and refixture the Premises as required to conduct its
      business.

16.02 MAJOR DAMAGE TO PREMISES. If all or part of the Premises are rendered
      untenantable by damage from fire or other casualty which, in the
      reasonable opinion of an architect selected by Landlord, cannot be
      substantially repaired under applicable laws and governmental regulations
      within 180 days from the date of such casualty (employing normal
      construction methods without overtime or other premium and utilizing
      insurance proceeds, all as provided in Article 16.01), then either
      Landlord or Tenant may elect to terminate this Lease as of the date of
      such casualty by written notice delivered to the other not more than 10
      days after receipt of such architect's opinion.

16.03 ABATEMENT. If, pursuant to such casualty work is required to repair damage
      to all or part of the Premises under Article 16.01 or 16.02, the Rent
      payable by Tenant hereunder shall be proportionately reduced to the extent
      that the Premises are thereby rendered unuseable by Tenant in its
      business, from the date of such casualty until five days after completion
      by Landlord of the repairs to the Premises (or the part thereof rendered
      untenantable) or until Tenant again uses the Premises (or the part thereof
      rendered untenantable) in its business, whichever first occurs, provided,
      however, that Rent shall abate as aforesaid only to the extent that Tenant
      shall have provided Landlord with the full proceeds of such insurance as
      is required to be carried by Tenant under Article 9.02(c) hereof.

16.04 MAJOR DAMAGE TO BUILDING. If all or a substantial part (whether or not
      including the Premises) of the Building is rendered untenantable by damage
      from fire or other casualty to such a material extent that in the
      reasonable opinion of Landlord the Building must be totally or partially
      demolished or reconstructed, whether or not to be reconstructed in whole
      or in part, Landlord may elect to terminate this Lease as of the date of
      such casualty (or on the date of notice if the Premises are unaffected by
      such casualty) by written notice delivered to Tenant not more than 60 days
      after the date of such casualty.

16.05 LIMITATION ON LANDLORD'S LIABILITY. Except as specifically provided in
      this Article 16.00, and to the fullest extent permitted by law, there
      shall be no reduction of Rent and Landlord shall have no liability to
      Tenant by reason of any injury to or interference with Tenant's business
      or property arising from fire or other casualty, howsoever caused, or from
      the making of any repairs resulting therefrom in or to any portion of the
      Building or the Premises. Notwithstanding anything contained in this
      Article 16.00, Rent payable by Tenant hereunder shall not be abated if the
      damage is caused by any act or omission of Tenant, its agents, servants,
      employees or any other person entering upon the Premises under express or
      implied invitation of Tenant.

ARTICLE 17.00   TRANSFERS BY LANDLORD

17.01 EFFECT OF SALE, CONVEYANCE OR ASSIGNMENT. A sale, conveyance or assignment
      of the Building shall operate to release Landlord from liability from and
      after the effective date thereof upon all of the covenants, terms and
      conditions of this Lease, express or implied, except as such may relate to
      the period prior to such effective date, and Tenant shall thereafter look
      solely to Landlord's successor in interest in and to this Lease. This
      Lease

                                       20
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      shall not be affected by any such sale, conveyance or assignment, and
      Tenant shall attorn to Landlord's successor in interest thereunder by
      written agreement between Tenant and such successor, upon request of such
      successor. In any event, Landlord shall be liable hereunder only to the
      extent of its interest in the Building.

17.02 SUBORDINATION. At the election of Landlord or any present or future
      mortgagee or any person who is or shall become the owner of the land on
      which the Building is located and who has or shall lease the same to
      Landlord, which election may be changed from time to time, the Lease and
      the rights of Tenant hereunder, shall be subject and subordinate in all
      respects to any and all mortgages and deeds of trust now or hereafter
      placed on the Building or land, and to all renewals, modifications,
      consolidations, replacements and extensions thereof and to any advances
      secured by any of the foregoing regardless of when made, and to any and
      all overleases.

17.03 ATTORNMENT. Subject to Article 17.05, if the interest of Landlord is
      transferred to any person (herein called "Purchaser") by reason of
      foreclosure or other proceedings for enforcement of any such mortgage or
      deed of trust, or by delivery of a deed in lieu of such foreclosure or
      other proceedings, or by reason of any termination of any overlease,
      Tenant shall immediately and automatically attorn to Purchaser by written
      agreement between Tenant and such Purchaser, upon request of such
      Purchaser.

17.04 EFFECT OF ATTORNMENT. Upon attornment under Article 17.03, this Lease
      shall continue in full force and effect as a direct lease between
      Purchaser and Tenant, upon all of the same terms, conditions and covenants
      as are set forth in this Lease except that after such attornment Purchaser
      shall not be:

      (a) liable for any act or omission of Landlord; or

      (b) subject to any offsets or defenses which Tenant might have against
          Landlord; or

      (c) bound by any prepayment by Tenant of more than one month's installment
          of Rent, or by any previous modification of this Lease, unless such
          prepayment or modification shall have been approved in writing by
          Purchaser or any predecessor in interest except Landlord.

17.05 EXECUTION OF INSTRUMENTS. The subordination and attornment provisions of
      this Article 17.00 shall be self-operating and no further instrument shall
      be required. Nevertheless, Tenant, on request by and without cost to
      Landlord or any successor in interest or Purchaser, shall execute and
      deliver any and all instruments further evidencing such subordination and
      (where applicable hereunder) attornment, and if Tenant shall fail to do
      so, Landlord may do so as Tenant's duly authorized attorney-in-fact, which
      appointment shall be deemed to be irrevocable and coupled with an
      interest.

ARTICLE 18.00   NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR ACTION

18.01 NOTICES. Any notice from one party to the other required or otherwise to
      be given hereunder shall, unless otherwise stated to the contrary, be in
      writing and shall be deemed duly served if mailed by registered or
      certified mail, postage prepaid, return receipt

                                       21
<Page>

      requested, addressed to Tenant at the Premises (whether or not Tenant has
      departed from, vacated or abandoned the Premises) or to Landlord at the
      place from time to time established for the payment of Rent or as
      otherwise directed by Landlord. Personal delivery of any such notice may
      be effected in lieu of mailing. Initially, notices to Landlord shall be
      sent to the address shown on the first page hereof. Any notice shall be
      deemed to have been given at the time of personal delivery or, if mailed,
      five (5) days after the date of mailing thereof, or the date of receipt,
      whichever shall be earlier. Either party shall have the right to designate
      by notice, in the manner above set forth, a different address to which
      notices are to be mailed and two additional parties to whom copies of
      notices to be given to Tenant or to Landlord shall be sent in like manner.

18.02 ACKNOWLEDGEMENTS. Each of the parties hereto shall at any time and from
      time to time upon not less than 20 days prior notice from the other
      execute, acknowledge and deliver a written statement, substantially in the
      form of Exhibit F, certifying to the extent that the same are, in fact,
      true:

      (a) that the Lease is in full force and effect, subject only to such
          modifications (if any) as may be set out therein;

      (b) that the Tenant is in possession of the Premises and paying Rent as
          provided in this Lease;

      (c) the dates (if any) to which Rent is paid in advance;

      (d) that there are not, to such party's knowledge, any uncured defaults on
          the part of the other party hereunder, or specifying such defaults if
          any are claimed; and

      (e) as to any other matter the other party or any mortgagee or overlessor
          shall reasonably require.

      Any such statement may be relied upon by any prospective transferee or
      encumbrancer of all or any portion of the Building, or any assignee of any
      such persons. If Tenant fails to timely deliver such statement, Tenant
      shall be deemed to have acknowledged that this Lease is in full force and
      effect, without modifications except as may be represented by Landlord,
      and that there are no uncured defaults in Landlord's performance.

18.03 AUTHORITIES FOR ACTION. Landlord may act in any matter provided for herein
      by its property manager and any other person who shall from time to time
      be designated by Landlord by notice to Tenant. Tenant shall designate in
      writing one or more persons to act on its behalf in any matter provided
      for herein and may from time to time change, by notice to Landlord, such
      designation. In the absence of any such designation, the person or persons
      executing this Lease for Tenant shall be deemed to be authorized to act on
      behalf of Tenant in any matter provided for herein.

ARTICLE 19.00   DEFAULT

19.01 INTEREST AND COSTS. Without limitation on any other provision hereof or
      remedy at law or in equity, Tenant shall pay monthly to Landlord interest
      at a rate equal to the lesser of the

                                       22
<Page>

      base rate from time to time charged by the First National Bank of Boston
      plus 3% per annum or the maximum rate permitted by applicable law, upon
      all Rent and other sums required to be paid hereunder from the due date
      for payment thereof until the same is fully paid and satisfied. Tenant
      shall indemnify Landlord against all costs and charges (including legal
      fees) lawfully and reasonably incurred in enforcing payment thereof, or in
      obtaining possession of the Premises after default of Tenant or upon
      expiration or earlier termination of the Term of this Lease, or in
      enforcing any covenant, provision or agreement of Tenant herein contained,
      and in addition thereto, if litigation shall be instituted, an amount
      equal to twenty percent (20%) of the foregoing in compensation to Landlord
      for administrative fees and Landlord's costs which cannot separately be
      computed as aforesaid.

19.02 RIGHT OF LANDLORD TO PERFORM COVENANTS. All covenants and agreements to be
      performed by Tenant under any of the terms of this Lease shall be
      performed by Tenant, at Tenant's sole cost and expense, and without any
      abatement of Rent, counterclaim, deduction or set-off. If Tenant shall
      fail to perform any act on its part to be performed hereunder, and such
      failure shall continue for 10 days after notice thereof from Landlord,
      Landlord may (but shall not be obligated so to do) perform such act,
      without waiving or releasing Tenant from any of its obligations relative
      thereto. All sums paid or costs incurred by Landlord in so performing such
      acts under this Article 19.02, together with interest thereon at the rate
      set out in Article 19.01 from the date each such payment was made or each
      such cost incurred by Landlord, shall be payable by Tenant to Landlord on
      demand.

19.03 EVENTS OF DEFAULT. If and whenever:

      (a) part or all of the Rent is not paid when due, and such default
          continues for seven days after the due date thereof or after demand
          therefor if there be no due date fixed herein; or

      (b) the estate of Tenant or any goods, chattels or equipment of Tenant is
          taken in execution or in attachment or if a writ of execution or the
          equivalent is issued against Tenant; or

      (c) Tenant becomes insolvent or commits an act of bankruptcy or becomes
          bankrupt or takes the benefit of any statute that may be in force for
          bankrupt or insolvent debtors or becomes involved in voluntary or
          involuntary winding-up proceedings or if a receiver shall be appointed
          for the business, property, affairs or revenues of Tenant; or

      (d) except as provided in Section 5.03 for temporary periods, Tenant makes
          a bulk sale of its goods or moves or commences, attempts or threatens
          to move its goods, chattels and equipment out of the Premises (other
          than in the normal course of its business) or ceases to conduct
          business from the Premises; or

      (e) Tenant fails to observe, perform and keep each and every of the
          covenants, agreements, provisions, stipulations and conditions herein
          contained to be observed, performed and kept by Tenant (other than
          payment of Rent) and

                                       23
<Page>

          persists in such failure after 10 days notice by Landlord requiring
          that Tenant remedy, correct, desist or comply (or if any such breach
          would reasonably require more than 10 days to rectify, unless Tenant
          commences rectification within the 10 day notice period and thereafter
          promptly and effectively and continuously proceeds with the
          rectification of the breach) Landlord shall have the right,
          immediately or at any time thereafter, to enter upon the Premises or
          any part thereof in the name of the whole and repossess the same as of
          its former estate and expel Tenant and those claiming by, through or
          under it, and remove their goods and effects without breach of the
          peace and store the same on behalf of Tenant without being deemed
          guilty of any manner of trespass and without prejudice to any remedies
          which might otherwise be used for arrears of Rent or other payments or
          preceding breach of covenant, and upon entry as aforesaid this Lease
          shall be terminated. Landlord, at its election, may effect such
          termination by written notice to Tenant to that effect, which shall
          have the same force as an entry for breach as provided in this
          Article. In case of such termination, or in case of termination under
          the provisions of any law by reason of the default of a tenant,
          Landlord shall become entitled to receive from Tenant, and Tenant
          shall pay to Landlord on demand, as initial liquidated damages, a sum
          equal to the amount by which the sum of the Rent and other payments
          called for hereunder for the remainder of the Term exceeds the fair
          rental value of the Premises for the remainder of the Term. Further,
          Tenant shall, on demand of Landlord, from time to time indemnify
          Landlord against all loss of Rent and other payments and damages which
          it may incur by reason of such termination during the remainder of the
          Term, first giving credit to any payments made by Tenant to Landlord
          on account of initial liquidated damages as aforesaid. In computing
          such damages there shall be added such reasonable expenses as Landlord
          may incur in connection with such termination and/or reletting.
          Landlord shall also have the right to pursue such other rights and
          remedies as may be allowed at law or equity against Tenant and any and
          all other parties who may be liable. All such remedies shall be
          cumulative. All rights and remedies given to Landlord herein and all
          rights and remedies available to Landlord at law or equity shall be
          cumulative and concurrent.

19.04 SURRENDER. Without limitation on any provision hereof, if and whenever
      Landlord terminates this Lease by giving notice thereof or by re-entry as
      aforesaid, Tenant shall forthwith vacate and surrender the Premises.

19.05 PAYMENTS. Upon Landlord's termination of this Lease by re-entry or notice
      as aforesaid, Landlord's damages and expenses as aforesaid shall include:

      (a) Rent up to the time of said termination; and

      (b) all expenses incurred by Landlord in performing any of Tenant's
          obligations under this Lease, re-entering or terminating and
          re-letting, collecting sums due or payable by Tenant, realizing upon
          assets seized (including brokerage, legal fees and disbursements), and
          the expense of keeping the Premises in good order,

                                       24
<Page>

          repairing the same and completing any alterations, replacements and
          decorations made in preparing them for re-letting.

19.06 REMEDIES CUMULATIVE. No reference to nor exercise of any specific right or
      remedy by Landlord shall prejudice or preclude Landlord from exercising or
      invoking any other remedy in respect thereof, whether allowed at law or in
      equity or expressly provided for herein. No such remedy shall be exclusive
      or dependent upon any other such remedy, but Landlord may from time to
      time exercise any one or more of such remedies independently or in
      combination.

ARTICLE 20.00   MISCELLANEOUS

20.01 RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall create any
      relationship between the parties hereto other than that of landlord and
      tenant, and it is acknowledged and agreed that Landlord does not in any
      way or for any purpose become a partner of Tenant in the conduct of its
      business, or a joint venturer or a member of a joint or common enterprise
      with Tenant.

20.02 CONSENT NOT UNREASONABLY WITHHELD. Except as otherwise specifically
      provided, whenever consent, approval, permission or the exercise of
      discretion of Landlord or Tenant is required or permitted under the terms
      of this Lease, such consent, approval, permission or the exercise of
      discretion shall not be unreasonably withheld, delayed, or exercised.
      Tenant's sole remedy if Landlord unreasonably withholds or delays consent,
      approval or permission or exercise as the case may be, shall be an action
      for specific performance, and Landlord shall not be liable for damages. If
      either party withholds any consent, approval, permission or exercise as
      the case may be, such party shall on written request deliver to the other
      party a written statement giving the reasons therefor.

20.03 NAME OF BUILDING. Landlord shall have the right, after 30 days notice to
      Tenant, to change the name, number or designation of the Building during
      the Term without liability to Tenant.

20.04 APPLICABLE LAW AND CONSTRUCTION. This Lease shall be governed by and
      construed under the laws of the jurisdiction in which the Building is
      located, and its provisions shall be construed as a whole according to
      their common meaning and not strictly for or against Landlord or Tenant.
      The words Landlord and Tenant shall include the plural as well as the
      singular. If this Lease is executed by more than one tenant, Tenants'
      obligations hereunder shall be joint and several obligations of such
      executing tenants. Time is of the essence of this Lease and each of its
      provisions. The captions of the Articles are included for convenience
      only, and shall have no effect upon the construction or interpretation of
      this Lease.

20.05 ENTIRE AGREEMENT. Exhibits A, B, C, D, E, F, G and H and the Riders, if
      any, attached hereto are made a part of this Lease. This Lease contains
      the entire agreement between the parties hereto with respect to the
      subject matter of this Lease. Tenant acknowledges and agrees that it has
      not relied upon any statement, representation, agreement, or warranty
      except such as are set out in this Lease. If this Lease is made pursuant
      to an

                                       25
<Page>

      Offer to Lease, then the term "Lease" in this Article 20.05 shall be
      deemed to include such Offer to Lease.

20.06 AMENDMENT OR MODIFICATION. Unless otherwise specifically provided in this
      Lease, no amendment, modification, or supplement to this Lease shall be
      valid or binding unless set out in writing and executed by the parties
      hereto in the same manner as the execution of this Lease.

20.07 CONSTRUED COVENANTS AND SEVERABILITY. All of the provisions of this Lease
      are to be construed as covenants and agreements as though the words
      importing such covenants and agreements were used in each separate Article
      hereof. Should any provision of this Lease be or become invalid, void,
      illegal or not enforceable, it shall be considered separate and severable
      from the Lease and the remaining provisions shall remain in force and be
      binding upon the parties hereto as though such provision had not been
      included.

20.08 NO IMPLIED SURRENDER OR WAIVER. No provisions of this Lease shall be
      deemed to have been waived by Landlord unless such waiver is in writing
      signed by Landlord. Landlord's waiver of a breach of any term or condition
      of this Lease shall not prevent a subsequent act, which would have
      originally constituted a breach, from having all the force and effect of
      any original breach. Landlord's receipt of Rent with knowledge of a breach
      by Tenant of any term or condition of this Lease shall not be deemed a
      waiver of such breach. Landlord's failure to enforce against Tenant or any
      other tenant in the Building any of the Rules and Regulations made under
      Article 14.00 shall not be deemed a waiver of such Rules and Regulations.
      No act or thing done by Landlord, its agents or employees during the Term
      shall be deemed an acceptance of a surrender of the Premises. The delivery
      of keys to any of Landlord's agents or employees shall not operate as a
      termination of this Lease or a surrender of the Premises. No payment by
      Tenant, or receipt by Landlord, of a lesser amount than the Rent due
      hereunder shall be deemed to be other than on account of the earliest
      stipulated Rent, nor shall any endorsement or statement on any check or
      any letter accompanying any check or payment as Rent be deemed an accord
      and satisfaction, and Landlord may accept such check or payment without
      prejudice to Landlord's right to recover the balance of such Rent or
      pursue any other remedy available to Landlord.

20.09 SUCCESSORS BOUND. Except as otherwise specifically provided, the
      covenants, terms, and conditions contained in this Lease shall apply to
      and bind the heirs, successors, executors, administrators and assigns of
      the parties hereto.

20.10 DELAYS. In any case where either party hereto is required to do any act,
      other than the making of any payment of Rent or other monetary sum due
      Landlord hereunder, the time for performance thereof shall be extended for
      a period equal to any delay caused by or resulting from any act of God,
      war, civil commotion, fire, casualty, labor difficulties, shortages of
      labor, materials or equipment, governmental regulations or other causes
      beyond such party's reasonable control, whether such time be designated by
      a fixed date, a fixed time, or a "reasonable time".

                                       26
<Page>

20.11 SECURITY DEPOSIT. Tenant has herewith deposited with Landlord the sum
      shown in Article 1.01(s) as a security deposit to assure the Landlord of
      the full and prompt payment and performance of Tenant's obligations under
      this Lease. Said amount is not advance Rent and, subject to any diminution
      thereof pursuant to the terms of this Lease, if Tenant shall have fully
      performed all of its obligations under this Lease at the expiration or
      prior termination thereof, Landlord shall return said security deposit or
      what may remain thereof to Tenant. Landlord need not have recourse to said
      security deposit, but may require Tenant's performance without regard
      thereto. If Landlord shall use all or any part of the said security
      deposit to cure Tenant's default hereunder, Tenant shall restore the part
      so used promptly upon demand of Landlord. Landlord need not segregate said
      sum, nor shall Landlord be under any obligation to pay interest thereon.

20.12 LANDLORD'S DEFAULT. In no case shall Landlord be deemed to be in default
      under this Lease unless Tenant shall have first given Landlord notice in
      writing specifying the nature of the default complained of and Landlord
      shall have failed to cure said default within a reasonable period of time
      after such notice. If Tenant shall have been given notice of any mortgage
      or overlease, Landlord shall not be deemed in default hereunder until
      notice shall similarly be given to the overlessor and/or mortgagee and
      such default shall not have been cured within thirty (30) days thereafter
      or such reasonable additional period as may thereafter be required. No
      performance by any such party of Landlord's obligation, nor exercise by
      any mortgagee of the right to collect Rent or to inspect the Premises,
      shall subject such party to any liability under this Lease.

20.13 NO BROKER. Tenant warrants and represents that it has dealt with no broker
      or agent in connection with this Lease other than Leggatt McCall/Grubb &
      Ellis, Inc. and Peter Elliot & Co., Incorporated and that Tenant shall
      indemnify and hold Landlord harmless of and from all claims which may be
      made by any person other than Leggatt McCall/Grubb & Ellis, Inc. and Peter
      Elliot & Co., Incorporated against Landlord for brokerage or other
      compensation in the nature of brokerage with respect to this Lease.

20.14 RELOCATION OF PREMISES. Landlord may, upon not less than thirty (30) days
      advance written notice to Tenant, relocate the Premises to substantially
      comparable space within the Building, provided only that Landlord pays
      Tenant's reasonable costs in connection with any such relocation,
      including, without limitation, costs of moving, disconnecting and
      reinstalling all of Tenant's equipment, including, but without limitation,
      computers and telephone systems and provided that Tenant shall not be
      obligated to give up possession of the Premises or to have its possession
      of the Premises disturbed until the premises to which it is being
      relocated have been substantially completed and are ready for Tenant's
      occupancy.

20.15 OPTION TO EXPAND. Provided that:

          (i)   Tenant is not in default hereunder, either at the time of the
                Exercise of this Option or at the Effective Date of the
                inclusion of the option space, hereinafter defined, within the
                Premises;

          (ii)  this Lease has not otherwise been terminated or cancelled; and

                                       27
<Page>

          (iii) the Lease has not been assigned except with the permission of
                Landlord, nor have more than 10,000 rentable square-feet of the
                Premises been sublet, which subletting will remain in effect as
                of the date upon which the First Expansion space is to be added
                to the Premises.

      FIRST EXPANSION OPTION:

      Commencing on the first day of the sixth (6th) Lease Year hereof, Tenant
      shall have the Option to Expand its premises by leasing the entire fifth
      (5th) floor (consisting of approximately 12,452 rentable square feet
      measured by Landlord as provided in Exhibit B, Section 3.00), by giving
      Landlord prior written notice on or before the start of the fifth (5th)
      Lease Year of the original Lease Term. Landlord at that time shall inform
      Tenant of the date such space shall be available, which shall be no
      earlier than the first (1st) month of the sixth (6th) Lease Year hereof,
      and no later than the last month of the sixth (6th) Lease Year hereof, and
      Rent shall commence upon the availability of the space. The Annual Rental
      rate shall be the then market rate for space in the-Building on the date
      the additional space is added to the Premises, but not less than the per
      square rentable foot Annual Rent for the fifth (5th) year of the Original
      Lease Term; plus Tenant's Percentage shall be adjusted by Landlord to
      reflect the inclusion of such space in the Premises.

      If all or any portion of the fifth (5th) floor shall become available
      after the first tenancy thereof, prior to the time which Tenant could
      exercise its first Expansion Option, Landlord shall advise Tenant of its
      availability and Tenant shall have the right, but not the obligation, to
      exercise its First Expansion Option at such time, and thereupon all or any
      such portion of the First Expansion space shall be added to the Premises
      at the then market rate for the Premises for the remainder of the Term of
      the Lease all to the same effect as if Tenant had then exercised its First
      Expansion Option as to all or any such portion of the expansion space, as
      the case may be.

      Tenant shall also have the right to exercise this First Expansion option
      if it has not already done so, and if the Term of the Lease shall be
      extended, by giving written notice to that effect to the Landlord on or
      before the start of the tenth (10th) year of the original Lease Term and
      in such event, the additional space shall be added to the Premises on such
      date if the same shall become available, which shall be no earlier than
      the first month of the eleventh (11th) Lease Year hereof and no later than
      the last month of the eleventh (11th) Lease Year hereof.

      SECOND EXPANSION OPTION:

      Provided that Tenant shall have exercised its First Expansion Option as
      provided above, Tenant shall have a Second Option to Expand its Premises
      by leasing the entire sixth (6th) floor (consisting of approximately
      11,104 rentable square feet measured by Landlord as provided in Exhibit B,
      Section 3.00), by giving Landlord prior written notice on or before the
      start of the tenth (10th) Lease Year of the original Term. Landlord at
      that time shall inform Tenant of the date such space shall be available,
      which shall be no earlier than the first month of the eleventh (11th)
      Lease Year hereof and no later than the

                                       28
<Page>

      last month of the eleventh (11th) Lease Year, and rent shall commence upon
      the availability of the space. The Annual Rental rate shall be the then
      market rate for space in the Building on the date the additional space is
      added to the Premises, but not less than the per square rentable foot
      Annual Rent for the eleventh (11th) year of the original Lease Term; and
      Tenant's Percentage shall be adjusted by Landlord to reflect the inclusion
      of such space in the Premises.

      At any time after Tenant shall have exercised its First Expansion Option,
      if all or any portion of the Premises subject to Tenant's Second Expansion
      Option shall become vacant after their initial tenancy, Landlord shall
      advise Tenant of their availability and Tenant may exercise its Second
      Expansion Option at such time and upon the terms hereinabove set forth
      within fifteen (15) days after receipt of Landlord's notice of its
      availability.

      Wherever in connection with the exercise by Tenant of an Expansion Option
      the rent is to be adjusted to the market rate, there shall be taken into
      account Base Taxes and Base Occupancy Costs.

      Tenant's exercise of any right of expansion with respect to any Lease Year
      after the tenth (10th) Lease Year shall be conditioned upon Tenant having
      exercised its rights to extend hereinafter provided for.

      Any Option to Expand hereinabove contained, if not exercised in a timely
      fashion by Tenant, shall lapse and be void and without effect.

20.16 OPTION TO EXTEND. Provided that:

          (i)   Tenant is not in default either at the time of Exercise of this
                Option or at the Commencement Date of any Extended Term;

          (ii)  this Lease has not otherwise been terminated or cancelled;

          (iii) this Lease has not been assigned, except with the permission of
                the Landlord, nor have more than fifty percent (50%) of the
                rentable square feet of the Premises been sublet, which
                subletting will remain in effect as of the date the extended
                term shall commence.

      Tenant shall have the Option to Extend the Term of this Lease for two (2)
      periods of five (5) years each, commencing upon the expiration of the Term
      hereof (or First Extended Term hereof, as the case may be) and continuing
      for sixty (60) months thereafter by giving written notice of its Exercise
      of this Option not later than twelve (12) months prior to the expiration
      of the Term hereof (or First Extended Term, as the case may be). Each
      Extended Term shall be upon the terms, provisions and conditions herein
      set forth, except that there shall be no further right of extension and
      the rate of Annual Rent shall be at the then market rate as of its
      commencement, as determined by Landlord, but not less than the Annual
      Rent, paid for the last year of the Original Term.

                                       29
<Page>

      If Tenant shall fail to exercise an Option to Extend at least twelve (12)
      months prior to the expiration of the then current term, such options
      shall lapse and be void and without effect.

20.17 PARKING. Tenant shall be entitled to eight (8) parking spaces in the
      Building garage. In the event Tenant exercises its Expansion Options,
      Landlord shall provide

      Tenant with additional parking at the rate of one (1) space per 5,463
      rentable square feet with respect to the space added by the exercise of
      the Expansion Option. The fee to be paid by Tenant for such spaces shall
      be that amount charged by the Building or the parking garage operator from
      time to time. These spaces shall be on an unassigned basis.

      IN WITNESS OF THIS LEASE, Landlord and Tenant have properly executed it as
of the date set out on page one of this Lease.

LANDLORD                                       TENANT

JAYMONT (U.S.A.), INCORPORATED                 THOMAS BLACK CORPORATION

By: /s/Richard E. Eichorn                      By: /s/Richard Simches
    ------------------------------                 ----------------------------
    Title: Vice President                          Title: President

                                       30
<Page>

                                ADDENDA TO LEASE
                                     BETWEEN
                     JAYMONT (U.S.A.) INCORPORATED, LANDLORD
                                       AND
                        THOMAS BLACK CORPORATION, TENANT
                                 FOR PREMISES AT
                             20 CUSTOM HOUSE STREET
                              BOSTON, MASSACHUSETTS

                                  June 11, 1987

      The following constitute amendments and modifications of the provisions of
the above-captioned Lease to the extent herein expressly set forth. In the event
of any conflict between the provisions of this Addenda and the provisions of the
Lease, the provisions of this Addenda shall control.

      1.  Section 1.01(l): Add "Provided that if due to a change in Fiscal Year
          Tenant shall be required to pay for prior periods amounts in excess of
          One Thousand and 00/100 Dollars ($l,000.00), Tenant shall be entitled
          to make such payments in six (6) equal installments without interest".

      2.  Section 1.01(p): Add after "or less" in the second line, "measured as
          provided in Section 3.00 of Exhibit B hereof".

      3.  Section 2.01: In line 4 after the word "Tenant" delete "is" and
          replace with "and its employees and business invitees are".

      4.  Section 3.02: Add the following sentence "Occupancy of the Premises
          for purposes of fixturing them, doing Tenant's Work, or otherwise
          preparing them for occupancy shall not be deemed to be the conduct of
          business".

      5.  Section 3.03: In line 29 change "five (5)" to "ten (10)", in line 31
          insert before "this Lease" "except as otherwise provided" and add at
          the end "Landlord shall also provide Tenant, as a convenience, with
          ninety (90) days advance written notice of the projected Commencement
          Date; but the failure of the Commencement Date to occur on or before
          such date shall have no consequence".

      6.  Section 3.04: Add the following sentence "Occupancy of the Premises
          for purposes of fixturing them, doing Tenant's Work, or otherwise
          preparing them for occupancy shall not be deemed to be the conduct of
          business".

      7.  Add a new Section 3.05:

          "Section 3.05 FAILURE TO COMMENCE CONSTRUCTION OR DELIVER POSSESSION:

<Page>

      I.  ANTICIPATED COMMENCEMENT DATE PRIOR TO DECEMBER 31, 1988

          (a)   Landlord shall notify Tenant on or before June 15, 1988 of
                Landlord's anticipated occurrence of the Commencement Date
                ("Anticipated Date"). If the Anticipated Date is more than
                twelve (12) months after January 1, 1989, Landlord may terminate
                this Lease. If the Anticipated Date is subsequent to July 1,
                1989, Tenant may terminate this Lease. If (i) the Anticipated
                Date shall be on or before August 8, 1988 and (ii) the Tenant
                shall for any reason question the accuracy of such Anticipated
                Date, the Tenant shall appoint a construction representative
                within two (2) days after receiving Landlord's notice of the
                Anticipated Date, and the Landlord shall also appoint a
                construction representative within two (2) days of receiving
                notice of appointment of Tenant's construction representative.
                The two (2) construction representatives shall themselves
                appoint a third construction representative. The three (3)
                construction representatives shall inspect the Premises, review
                plans and specifications and interview such construction
                foreman, contractors and suppliers as they shall deem necessary
                to determine by majority vote prior to June 26, 1988 whether
                Landlord's Anticipated Date is reasonable. If they determine
                that Landlord's Anticipated Date is not reasonable, they shall
                set a new Anticipated Date.

          (b)   If (i) this Lease shall not be terminated pursuant to clause (a)
                above, and (ii) the Anticipated Date (as fixed by Landlord or by
                a majority of the construction representatives) shall be after
                August 8, 1988, Tenant may exercise its option ("First Option")
                to extend the term of its existing tenancy ("Existing Tenancy")
                at 89 Broad Street, Boston, Massachusetts ("Old Space") for six
                (6) months at fair market rent from January 1, 1989 to June 30,
                1989 ("First Option Term").

          (c)   If (i) Tenant has exercised the First Option; and (ii) the
                Commencement Date shall occur prior to September 30, 1988,
                then during the First Option Term Tenant shall pay the
                monthly rental for the Old Space at the rate payable by
                Tenant for the month of December 1988 and the Landlord shall
                pay the difference between the rental rate payable for
                December 1988, and the fair market rent for the Old Space.
                If (i) Tenant has exercised the First Option and (ii) the
                Commencement Date shall occur in October 1988, during the
                First Option Term Tenant shall be responsible for the rental
                at the Old Space at seventy-five percent (75%) of the rate
                payable by Tenant for the month of December, 1988 and the
                Landlord shall pay the balance of the rental and other
                charges payable under Tenant's Existing Lease for such First
                Option Term. If (i) Tenant has exercised the First Option
                and (ii) the Commencement Date shall occur in November,
                1988, during the First Option Term, Tenant shall be
                responsible for the rental at the Old Space at fifty percent
                (50%) of the rate payable by Tenant for the month of
                December, 1988 and the Landlord shall pay the balance of the
                rental and

<Page>

                other charges payable under Tenant's Existing lease for such
                First Option Term. If (i) Tenant has exercised the First
                Option and (ii) the Commencement Date shall occur in
                December, 1988, during the First Option Term Tenant shall be
                responsible for the rental at the Old Space at twenty-five
                percent (25%) of the rate payable by Tenant for the month of
                December, 1988, and the Landlord shall pay the balance of
                the rental and other charges payable under Tenant's Existing
                Lease for such First Option Term.

          (d)   If (i) Tenant has exercised the First Option; and (ii) the
                Commencement Date shall occur after January 1, 1989, upon the
                Tenant taking occupancy of the Premises Landlord shall be
                responsible for the full rental and other payments due on
                account of Tenant's Existing Tenancy for the balance of the
                First Option Term. Until the Commencement Date shall occur
                (i.e., between January 1, 1989 and the Commencement Date),
                Tenant shall pay the monthly rental on the Old Space at the rate
                payable by Tenant for the month of December 1988 and Landlord
                shall pay the difference between the rate payable for December
                1988 and the fair market rent for the Old Space for the balance
                of the First Option Term.

      II. ANTICIPATED COMMENCEMENT DATE AFTER DECEMBER 31, 1988

          (a)   If the Commencement Date will not occur on or before December
                31, 1988, Landlord shall notify Tenant on or before December 20,
                1988 of Landlord's then Anticipated Date. If Landlord's then
                Anticipated Date would be later than twelve (12) months after
                January 1, 1989, Landlord may terminate this Lease. If the then
                Anticipated Date shall be later than July 1, 1989, Tenant may
                terminate this Lease.

          (b)   If this Lease shall not be terminated pursuant to clause (a)
                above, Tenant may elect to exercise a further option to extend
                the term of its Existing Tenancy ("Second Option") for another
                six (6) months at fair market rent from July 1, 1989 to December
                31, 1989 ("Second Option Term").

          (c)   If (i) Tenant has exercised the Second Option; and (ii) the
                Commencement Date shall occur prior to March 31, 1989, during
                the Second Option Term Tenant shall pay the monthly rental for
                the Old Space at the rate payable by Tenant for the month of
                December 1988 and Landlord shall pay the difference between the
                rate payable for December 1988 and the fair market rent for the
                Old Space. If (i) Tenant has exercised the Second Option; and
                (ii) the Commencement Date shall occur after March 31, 1989, but
                prior to June 30, 1989, upon Tenant taking occupancy of the
                Premises Landlord shall be responsible for the full rental and
                other payments due on account of Tenant's Existing Tenancy for
                the balance of the Second Option Term.

<Page>

          (d)   If (i) Tenant has exercised the Second Option; and (ii) the
                Commencement Date shall occur after July 1, 1989, upon Tenant
                taking occupancy of the Premises Landlord shall be responsible
                for the full rental and other payments due on account of
                Tenant's Existing Tenancy for the balance of the Second Option
                Term. Until the Commencement Date shall occur (i.e., between
                July 1, 1989 and the Commencement Date), Tenant shall pay the
                monthly rental on the Old Space at the rate payable by Tenant
                for the month of December 1988 and Landlord shall pay the
                difference between the rate available for December 1988 and the
                fair market rent for the Old Space for the balance of the Second
                Option Term.

     III. MISCELLANEOUS

          (a)   If, after Landlord shall have given Tenant notice of the
                Anticipated Date an event described in Section 20.10 shall
                occur, Landlord shall give Tenant prompt notice of such event
                and its then Anticipated Date. Tenant shall thereupon have the
                right to terminate this Lease unless Landlord shall have been
                able to make arrangements within fifteen (15) days after such
                occurrence for Tenant's continued occupancy of the Old Space for
                such period of time as may be necessary to complete the
                Building. In such event, Tenant shall pay its then current rent
                obligation for the Old Space and Landlord shall pay any excess
                rent payable therefor until the Commencement Date. To the extent
                that payments are required for Tenants Existing Tenancy after
                the Commencement Date shall occur, Landlord shall pay the full
                amount of such payment.

          (b)   All payments to be made by Landlord or Tenant on account of
                Tenant's obligations for the Old Space shall be paid promptly
                when due. If Landlord shall not make the payments to Tenant's
                Old Space landlord when due, Landlord shall reimburse Tenant for
                such payments made by Tenant with interest thereon at the rate
                provided in Section 19.01 hereof and shall indemnify Tenant
                against all costs and charges (including reasonable legal fees)
                lawfully and reasonably incurred in enforcing payment thereof.
                Each of Landlord and Tenant agree that they will cooperate in
                negotiating with Tenant's present Landlord to reduce their
                collective liabilities for any period subsequent to the
                Commencement Date.

          (c)   If Tenant's Lease at the Old Space shall expire on January 15,
                1989, as opposed to December 31, 1988 as stated elsewhere
                herein, the First Option shall expire on July 15, 1989 and the
                Second Option shall expire on January 15, 1990 and the
                provisions of this Section 3.05 shall be adjusted accordingly.

          (d)   The provisions of this Section 3.05 are a complete statement of
                the rights, liabilities and obligations of the parties with
                respect to the failure of the Commencement Date to occur as
                provided in this Lease.

<Page>

      8.  Section 4.03: Delete the second sentence. Delete everything after
          "deduction or set off" in the sixth line from the end of the
          paragraph.

      9.  Section 4.06(c): Delete at the end of the Section "shall bear all such
          costs" and replace with "and Landlord shall each bear fifty percent
          (50%) of said costs".

      10. Section 4.06(d): In line 4 change "six (6)" to "eighteen (18)".

      11. Section 4.06(e) shall not be applicable during the first two (2) years
          of the Term. Add at the end "The Occupancy Costs to be extrapolated
          are those Occupancy Costs which vary as occupancy levels in the
          Building vary. All extrapolation will be done in a fair and
          commercially reasonable manner and shall be subject to the provisions
          of Section 4.06(c) above".

      12. Section 5.02: Add at the end "This Clause shall not, however, apply to
          any improvements arising out of the work done pursuant to Exhibit E,
          or the construction of the Building. Landlord agrees that the Building
          shall be constructed in compliance with all applicable laws and
          codes".

      13. Section 6.01: In line 4 before "Buildings" insert "new first class
          office"

      14. Section 6.02 A. (ii): Add at the end "such elevator service shall be
          consistent with that provided in first class buildings of a like
          nature in the City of Boston.

      15. Section 6.02 A. (iv): Add "Tenant shall also have the right to have a
          reasonable number of affiliates actually operating in the Premises so
          listed".

      16. Section 6.02 B. (i): Delete everything after the words "business
          hours" in the third line, and replace with "which on weekdays shall be
          7:00 A.M. to 7:00 P.M. and on Saturday from 8:00 A.M. to 1:00 P.M.,
          all subject to the provisions of this Lease".

      17. Section 6.02 B. (iii): Add "The computer room described on the Space
          Plans and Engineering Plans are approved".

      18. Section 6.02 C. (i): Add after "establish" in the last line "which
          rates shall be applicable to all tenants in the Building;"

      19. Section 6.02 C (ii): Add at the end "The equipment reflected on
          Tenant's Space Plans and Tenant's Engineering Plans is approved and
          Tenant shall not be required to pay for any supplementary air
          conditioning by reason thereof so long as such approved equipment is
          used in a reasonably typical manner.

      20. Section 6.04: Add at the end "provided that no such action by Landlord
          shall reduce the number of rentable square feet in the Premises".

<Page>

      21. Section 7.01(b): Add "provided that repairs and replacements necessary
          to comply with laws shall be Tenant's obligation, only if they are
          attributable to Tenant's particular use".

      22. Section 7.02: Add "Provided, however, that if such failure to perform
          (i) does not adversely impact upon any building system, the structure
          of the Building; or (ii) adversely affect any other Tenant in the
          Building; and is not discernable or visible from outside the Premises,
          the ten (10) day period above shall be twenty (20) days, and
          furthermore, if such failure to perform would be subject to the twenty
          (20) day period, so long as Tenant shall commence the cure of such
          default and proceed diligently to completion, there shall be no
          default".

      23. Section 7.03(b): Add "Provided that with respect to non-structural
          alterations which (i) do not adversely impact upon any building
          system, the structure of the Building; or (ii) adversely affect any
          other Tenant in the Building; and are not discernable or visible from
          outside the Premises, and which cost less than Ten Thousand and 00/100
          Dollars ($l0,000.00), Landlord's consent need not be obtained but
          plans and specifications must be submitted at least twenty-five (25)
          days prior to the commencement of the work. Landlord's failure to
          disapprove Tenant's plans within twenty (20) days after they have been
          submitted shall be deemed to be approval of such plans by Landlord".

      24. Section 7.04, line 6: Delete "If Tenant is not then in default
          hereunder, trade" and insert "Trade".

      25. Section 7.05: Line 16 after the word "removed" insert "by bonding or
          otherwise", and change "five (5) days" to "ten (10) days after notice
          from Landlord of such lien".

      26. Section 8.01: Add "Tenant shall not be obligated to pay any charge in
          the nature of a linkage charge imposed upon Landlord by the City of
          Boston or any of its instrumentalities".

      27. Section 9.01(a) and (b): it is agreed that Tenant may have a
          $25,000.00 deductible feature.

      28. Section 9.02(d): After the word "generally" in line 3, insert "and
          customarily" and at the end of the Clause insert "so long was
          substantially all of the other tenants in the Building similarly
          situated are required to obtain such additional coverages".

      29. Section 11.03, line 3: After the word "Premises" insert "for a term in
          excess of one (1) year".

      30. Section 11.04: Change "twenty-five percent (25%)" in line 8 to
          "forty-nine percent (49%)" and add at the end of that sentence
          "transfers of stock by reason of the death of a stockholder shall not
          be proscribed by this provision".

<Page>

          Add at the end of the next to last sentence "provided that such
          Building is owned or managed by Landlord or an affiliate on the
          Commencement Date".

          At the end of this Section add "If the stock of the Tenant shall be
          listed on any recognized stock exchange or traded over the counter
          so-called, the limitation of forty-nine percent (49%) above referred
          to shall not be applicable so long as the net worth requirement which
          would have applied in Section 11.01(a) would have been satisfied".

      31. Section 12.02: Delete "therewith" at the end, and replace with "the
          disposal of Tenant's trade fixtures and personal property".

      32. Section l4.02: Add at the end "These rules shall be applicable to all
          tenants in the Building. Landlord agrees not to enforce the rules and
          regulations in a discriminatory manner".

      33. Section 16.01: In Line 6 change "ninety (90) to "one hundred-twenty
          (120) days of actual construction time", and in the Line 9 insert
          after "insurance coverage" "together with the amount of any deductible
          which Landlord shall supply".

      34. Section 16.02: Add "Landlord agrees to give Tenant notice within six
          (6) months after such casualty as to whether or not Landlord intends
          to restore the Premises".

      35. Section 16.03: Add at the end "Landlord shall give Tenant at least
          twenty (20) days notice of the estimated completion date of Landlord's
          restoration. Landlord agrees to expend such amount as is equal to the
          deductible feature, if any, carried on Landlord's insurance.

      36. Section 16.04: In Line 4 the word "partially" is deleted and replaced
          with "substantially". In line 6 change "demolished or" to "demolished
          and".

      37. Section 17.02: Add at the end "Landlord shall obtain a Recognition
          Agreement from its construction lender in favor of Tenant to be
          effective as of the Commencement Date. As a condition precedent to the
          subordination of this Lease to any mortgagee subsequent to the
          construction lender, such mortgagee shall agree in writing with Tenant
          in accordance with customary Subordination and Recognition Agreements,
          that Tenant's rights under this Lease shall not be disturbed except in
          accordance with the terms of this Lease.

      38. Section 17.03, line 7: Insert before "Tenant" "subject to the
          provisions of Section 17.04".

      39. Section 17.04(c): After the word "Lease" in line 3 add "except for
          rental concessions contained in this Lease and construction allowances
          set forth in this Lease".

      40. 40. Section 18.01: Add at the end "Notices under this Lease may also
          be given by recognized expedited mail carriers utilizing receipts".

<Page>

      41. Section 19.01: In line, 7 insert before "due date" "the fifth day
          after".

      42. Section 19.03(a), line 3: Insert before "after demand" "seven (7)
          days".

      43. Section 19.03(b): In the 4th line after the word "Tenant" insert
          "Except that with respect to any such item arising by virtue of
          Tenant's failure to respond to a judgment against it by reason of a
          claim made in its capacity as the issuer of an insurance policy for an
          amount of more than $1,000,000.00, Tenant shall have thirty (30) days
          within which to discharge the same".

      44. Section 19.03(c), line 7: Insert after "Tenant" "and such proceedings
          are not discharged within forty-five (45) days".

      45. Section 19.03(e): In lines 5, 8 and 9 the figures "ten (10)" are
          changed to "twenty (20)".

      46. Section 20.03: Add at the end "provided that the name of the Building
          shall not include reference to insurance or any particular insurance
          company".

      47. Section 20.11: Add at the end "Notwithstanding the foregoing, if
          Tenant is not in default hereunder, such deposit may be applied to the
          last month's rent and shall bear interest between the date of receipt
          by Landlord and the Commencement Date at money market rates. The
          interest through the Commencement Date shall be paid to the Tenant
          promptly after the Commencement Date. Tenant shall have the right, at
          Tenant's election, either upon the execution of this Lease or at any
          time thereafter, to furnish in lieu of cash, an unconditional
          irrevocable site draft Letter of Credit issued by a Boston Bank having
          a term of not less than twelve (12) months. The only condition to the
          drawing upon said Letter of Credit shall be the presentation to the
          issuer by a person purporting to be an officer of Landlord certifying
          that (i) an event of default has occurred under the Lease; (ii) notice
          of such default has been given to Tenant to the extent required under
          the Lease; and (iii) any applicable period of grace shall have expired
          and such default shall not have been cured. Said Letter of Credit
          shall furthermore provide that if the same shall not be renewed or a
          substitute Letter of Credit furnished at least ten (10) business days
          prior to the expiration of the Letter of Credit then expired, Landlord
          shall have the right to draw upon said Letter of Credit and to hold
          the proceeds of such draft as security deposit under this Lease. Upon
          the expiration of this Lease or the prior termination of this Lease
          the Letter of Credit, if then held by the Landlord, shall be returned
          to Tenant in the same fashion that a cash security deposit would be
          returned".

      48. Section 20.14: This clause 20.14 is deleted from the Lease.

      49. Section 20.16: Add "The Annual Rent determined as aforesaid shall take
          into account then existing Base Taxes and then existing Base Operating
          Expenses".

<Page>

      50. Exhibit B, Section 2.01(a): Add at the end "The foregoing provisions
          of this Section 2.01(a) shall not apply to Federal Income Taxes or
          State Income Taxes unless the same are expressly levied upon the
          Building.

      51. Exhibit B, Section 2.03: Add "the Management Fee charged by Landlord
          shall not be greater than those customarily charged for the management
          of similar buildings".

      52. Exhibit B, Section 2.04(d): Add "and legal fees for services rendered
          in connection with leasing, or in connection with enforcing tenants
          obligations under a lease or otherwise not directly related to the
          operation of the Building".

      53. Exhibit D, II, Clause B: Change "one hundred-fifty (150)" in line 2 to
          "one hundred (100)".

          In line 5 change "2.4 watts" to "4.0 watts".

TENANT                                      LANDLORD

THOMAS BLACK CORPORATION                    JAYMONT (U.S.A), INCORPORATED


By: /s/ Richard Simches                     By: /s/Richard E. Eichorn
    -------------------                         ---------------------
                                                Vice President

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                                                                       EXHIBIT A

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                                    EXHIBIT A

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                                    EXHIBIT A

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                                 Addenda - 12 -

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                                                        20/21 Customhouse Street
                                                          Exhibit E page 1 of 11

                                    EXHIBIT E

                         BUILDING STANDARD IMPROVEMENTS
                                       FOR
                             #20 CUSTOMHOUSE STREET
                             #21 CUSTOMHOUSE STREET
                              BOSTON, MASSACHUSETTS

--------------------------------------------------------------------------------

      Landlord shall furnish and install within the Premises, substantially in
accordance with plans and specifications approved by Tenant and Landlord, the
Building Standard Improvements provided for in Paragraph 2.0 at the Landlord's
expense and any additional work (Tenant Extra Improvements) normally performed
by the construction trades, as required by plans and specifications at Tenant's
expense. The quantities, character and manner of installation of all the
foregoing work shall be subject to the limitations imposed by any applicable
regulations, laws, ordinances, codes and rules. Tenant shall pay fifty percent
(50%) of the estimated cost of Tenant Extra Improvements at the time of approval
of the Plans and the balance at substantial completion of construction

1.0   GENERAL

      1.1 Architectural space planning and design services shall be provided by
the Landlord's Architect or "Tenant's Architect" when and as approved by the
Landlord. The tenant shall be responsible to provide at tenant's sole expense
preliminary and final space plans, specifications, and details at such times and
with sufficient information for pricing, engineering design and construction as
further defined in section F "The Process".

      1.2 Engineering design and construction documents for structural,
mechanical, HVAC, electrical, or other building systems to satisfy tenant's
needs shall be prepared by Landlord's engineers at tenant's sole expense. Tenant
Covenants and agrees to furnish to Landlord's Engineer's all information
necessary for the preparation of said plans and specifications.

      1.3 Construction of premises on behalf of tenant shall be by Landlord's
General Interiors Contractor (hereinafter referred to as "Contractor").

      1.4 All plans and specifications shall require Landlord's written approval
which shall not be unreasonably withheld.

      1.5 Tenant's plans and specifications shall comply with applicable
building codes for the City of Boston, the Commonwealth of Massachusetts, and
with insurance regulations for a fire resistant Class A building. All plans and
specifications shall be in a form satisfactory to obtain approval from
government authorities responsible for issuing permits and licenses required for
construction. Landlord will cause said plans to be filed with the appropriate
governmental agencies and tenant shall reimburse Landlord for fees charged by
said governmental agencies.

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                                                        20/21 Customhouse Street
                                                          Exhibit E Page 2 of 11

      1.6 Whether and the extent to which any of Tenant's plans and
specifications include Building Nonstandard Work or otherwise exceed Building
Standard shall be determined by Landlord. The cost to Tenant for Building
Nonstandard Work and for substitutions for Building Standard items shall include
Contractor's direct charges plus ten percent (10%) general conditions, five
percent (5%) overhead and five percent (5%) profit.

      1.7 Substitutions and Credits.

          (a)   Except for light fixtures, doors and door frames, hardware, and
ceilings, Tenant may select different materials (hereinafter "substituted
materials") in place of Building Standard materials which would otherwise be
initially furnished and installed by Landlord in the interior of the Premises
under the provisions of this Work Letter, provided such selection is indicated
on Tenant's plans and specifications as approved by Landlord. If Tenant shall
make any such selection Tenant shall pay to Landlord, as hereinafter provided,
Landlord's additional costs resulting from such substitution.

          (b)   No credit shall be given for the omission of materials where no
replacement in kind is made. There shall be credits only for substitutions in
kind, e.g., a credit for carpet may be applied only against the cost of another
type of carpet.

      1.8 Tenant shall bear the cost of any changes in the work requested by
Tenant after final approval of plans and specifications under Paragraphs Al and
A2 herein.

      1.9 In order to expedite the space planning process a Tenant Design Manual
will be provided to the Architect defining building standard materials some of
which have been prestocked in the building.

2.0   BUILDING STANDARD IMPROVEMENTS

      Landlord, through his Contractor agrees, at his sole cost and expense, to
supply and install and otherwise undertake to do the following Building Standard
Improvements in the Premises on behalf of Tenant in the quantities listed:

      2.1 Partitions:

      One linear foot of straight interior partitioning for each 14 square feet
of rentable area. Partitions shall consist of one layer of 5/8" gypsum board
8'-6" high each side of 2 1/2" metal drywall studs at 16" o.c. taped, spackled,
and sanded to receive paint. Partitions ending at an exterior wall shall meet a
column or mullion without bisecting or in any other way interfering with a
glazed vision light.

      2.2 Doors, frames and hardware.

      Interior, cherry veneer flush solid core door at a ratio of one single
swing 3'-0" wide x full height door for each 300 square feet of rentable area to
be stained and sealed in the field to match approved building standard. The
doors shall be mounted in an extruded aluminum frame primed for paint finish
with a continuous gasket silencer and doors shall be furnished with

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                                                        20/21 Customhouse Street
                                                          Exhibit E Page 3 of 11

building standard hardware consisting of mortise style latch set with lever
handle, l-1/2 pair of hinges, and door stop; polished brass finish.

      2.3 Ceiling.

      Landlord shall furnish and install Building Standard 1' x 1' fine fissured
mineral fiber acoustic tile ceilings in a concealed spline suspension system.
Ceiling height throughout the Premises shall be approximately 8'4", without
breaks, except in such areas as such height may be impracticable due to specific
field conditions.

      2.4 Flooring and base.

      Landlord shall furnish and install Building Standard carpeting (glue down)
in all areas of the Premises (other than restrooms, mechanical rooms, stairwells
and other service rooms) and 4" straight vinyl base on all columns and all
partitions furnished and installed by Landlord pursuant to this Building
Standard.

      Tenant shall select the color of all such carpeting from Landlord's color
chart. In the event Tenant elects in accordance with the Work Letter to install
non-Building Standard flooring, such flooring and underlayment shall be subject
to Landlord's and Landlord's Architects' approval, which approval shall be in
Landlord's and Landlord's Architects' sole and absolute discretion for which
tenant will be allowed $12.00 per square yard installed price credit based on
usable area.

      2.5 Painting.

      All partitions and all exterior perimeter walls, column enclosures, and
core walls within the Premises shall be painted with one (1) primer coat and one
(1) finish coat of satin finish latex paint. Doors shall be field stained and
polyurethane finished veneer. No color breaks, dados or special "designer"
colors shall be provided by Landlord. All colors shall be selected from
Landlord's color chart, with no more than one color in any office. Landlord
painting shall be restricted to surfaces, Building Standard items or materials
provided pursuant to this Work Letter.

      2.6 Tenant Signage.

      One Building Standard tenant identification sign at Tenant's entry door
and  inclusion  in  building  lobby  directory  at a maximum of one name per 400
square feet of rentable area.

      2.7 Drinking Fountain.

      Landlord has installed in the core area of each floor of the Building a
drinking fountain in a location designated by Landlord and shown on plans.

      2.8 Electrical Construction.

      Tenant electrical energy consumption is separately metered directly by
Boston Edison. Base building power is available on each floor from a
distribution bus duct riser at 480/277 volt

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                                                        20/21 Customhouse Street
                                                          Exhibit E Page 4 of 11

service with individual step-down transformers for 120/208 volt, 3 phase power
on the basis of 1.4 watts per square foot for lighting at 277 volt and 2 watts
per square foot tenant power at 120 volt. Metering shall be in the core
electrical/telephone closet with circuit breaker panels and step down
transformers. Additional capacity is available in the bus duct for special
tenant requirements at tenant cost.

      Landlord shall furnish and install the following:

          a.    Lighting: Landlord shall furnish and install 2'0"x2'0" Building
Standard parabolic fluorescent light fixtures, with sockets for 2 standard 40
watt fluorescent lamps (Building Standard-277 volts), in the quantity of one (1)
for every 60 square feet rentable area to be installed in the ceiling so as not
to conflict with existing Building Structure, Mechanical, or electrical systems.
Initial lamping in building standard white lamp color included.

          b.    Power: Furnish and install one duplex 120 volt power outlet for
each 150 square feet rentable area. Outlets shall be provided eight per circuit
in tenant partitions.

          c.    Telephone: Furnish and install one telephone outlet for each 200
square feet of rentable area with pullcord into ceiling. Telephone outlet does
not include conduit or wiring. (Teflon wiring by tenant).

          d.    Switching: Furnish and install one ceiling mounted motion
detector switch in each private office or a single pole rocker type switch for
each 400 square feet rentable area.

          e.    Exit Signs: Exit lights are to be Building Standard ceiling hung
at a ratio of one for every lease space or one for every 3,000 square feet
rentable area.

          f.    Emergency Lighting: A Building Standard 2'0" x 2'0" fluorescent
light fixture installed and connected to the building emergency service and to
be illuminated 24 hours a day without a switch leg at a ratio of one light for
every 3000 rentable square feet. The Fixture above is part of the fixtures
allotted in paragraph 2.8.a. lighting.

          g.    Tenant will pay the premium cost associated with locating
electrical and telephone outlets within knee walls, column casings and other
partitions which are part of the Base Building.

      2.9 Sprinkler.

      Landlord shall furnish and install flush concealed sprinkler heads at a
ratio of one for every 225 square feet premises area which will meet the
requirements of Massachusetts State Building Code, based upon an open floor
layout. Any additional sprinkler heads or relocation of existing heads required,
as a result of tenant layout shall be a tenant cost. Landlord shall furnish and
install all sprinkler heads in the core area of the Building. All sprinkler
heads shall be installed with white finish "unspoiler" painted covers.

      Notwithstanding the foregoing, in no event shall Landlord be obligated to
furnish and install any heads for special density applications or for hazardous
material storage areas (e.g.

<Page>

                                                        20/21 Customhouse Street
                                                          Exhibit E Page 5 of 11

rack deluge, or deluge type heads at interconnecting stairways) or relocate any
pre-installed piping to accommodate the tenants design.

      2.10 HVAC (Heating, Ventilating, Air Conditioning)

          (a)   General:

      The HVAC system consists of an all air overhead ducted supply distribution
network that provides constant volume circulating air tempered to satisfy
individual zone thermostat demand.

      The complete year-round HVAC system is engineered to handle normal office
usage, with one package type water cooled air handling unit per floor connected
to the roof top building cooling tower. Supply air to the space is ducted above
the ceiling through fan powered variable-air-volume (VAV) units entering the
space through ceiling diffusers at the perimeter and at building standard air
handling flight fixtures at the interior. HVAC zones per typical floor shown on
Landlord's drawings at approximately one zone per 1,000 S.F./rentable. Return
air to the air handling unit on each floor is through the ceiling plenum. Any
alterations or additions to said system required to accommodate Tenant
Improvements shall be at Tenant's sole expense.

          (b)   Ventilation and Exhaust:

          1.    Fresh air shall be supplied to each floor air handling rooms.

          2.    Toilet exhaust shall be ducted to the roof.

          3.    Electric room exhaust is by gravity into the ceiling return air
                plenum.

          4.    Miscellaneous exhaust is not provided in the building.

          5.    Conference room exhaust shall discharge into the ceiling return
                air plenum.

          (c)   Operation:

          1.    HEATING SEASON OPERATION

          During occupied periods, VAV boxes shall deliver air to perimeter
          zones and the air temperature shall be raised first by recirculating
          ceiling plenum air and secondly by energizing the electric booster
          coils in stages.

          During unoccupied and warm-up periods. The perimeter fan boxes and
          their electric coils shall heat the building.

          During off-hour occupancy, the air distribution system shall revert to
          occupied cycle on the floor-by-floor basis, as required, to maintain
          space temperatures.

          [ATTN: TEXT MISSING FROM SCAN -- 'PAGE 7 OF 14"]

<Page>

                                                        20/21 Customhouse Street
                                                          Exhibit E Page 6 of 11

          2.    SMOKE CONTROL

          Smoke control shall be provided by the central smoke exhaust duct
          connected to a fan at the roof.

          Smoke shall be evacuated from each floor where detected.

          Outside, return air and smoke exhaust damper shall isolate particular
          floors for smoke evacuation.

          3.    STAIR PRESSURIZATION

          Stairway pressurization system shall include a supply fan and relief
          air damper for each stairway.

          4.    ENERGY MANAGEMENT SYSTEM

          Office tower, mercantile area and public lobbies shall be serviced by
          an energy management system with time clock control of the individual
          floor air handling units.

          (d)   Supplementary Cooling

          Supplementary cooling for unique tenant requirements can be provided
          from the condenser water system. Taps are provided to each leasable
          floor. Btu meters shall be required to monitor tenant usage.

      2.11 Sun Control

      Horizontal venetian blinds with 1" wide painted (building standard color)
aluminum slats shall be provided at all exterior office window surfaces mounted
at the window head.

      2.12 Telephone

      The building contains a centralized communications system complete with
its own private PABX with voice, data, and video transmission capabilities. This
offers the tenant single point of contact through on site personnel for
installation, repairs, long distance and local service. Available features
include the following:

      -   Least cost call routing
      -   Monthly detail billing data
      -   Client billing capability
      -   Message center
      -   Equipment lease options
      -   Equipment upgrade capability
      -   Immediate availability

<Page>

                                                        20/21 Customhouse Street
                                                          Exhibit E Page 7 of 11

          A complete presentation on the building communications system is
          available through the building vendor.

3.0   TENANT ABOVE STANDARD IMPROVEMENTS

      Landlord further agrees to perform, through its Contractor, upon
submission by Tenant of necessary plans and specifications prepared by
Architect, any additional or nonstandard work over and above that specified
herein. Such work shall be performed by Landlord at Tenant's sole expense as
defined herein.

      Such items include but not limited to the following:

      1.  Above standard quantities
      2.  Cabinetwork
      3.  Wallcoverings
      4.  Decorative trim
      5.  Vision panels
      6.  Nonstandard lighting
      7.  Special electrical circuitry
      8.  Floor outlets
      9.  Floor finishes other than carpet
      10. Curved or angular partitions
      11. Sound attenuation in partitions
      12. Plumbing
      13. Special HVAC

4.0   BUILDING STANDARD IMPROVEMENTS FOR MULTI-TENANT FLOORS

      For multiple tenant occupancy floors the Building Standard Improvements
will be modified to include the following:

      4.1 Common Areas.

          (a)   Landlord will provide elevator lobby and common corridor areas
in accordance with the building standard design and finishes for this work.

      4.2 Partitions.

          (a)   Landlord will provide and install demising partitions between
tenant spaces as well as between Tenant premise and corridor space. Construction
shall be 2 l/2" metal drywall studs l6" o.c. continuous to the underside of slab
above with 2 layers of 5/8" gypsum board each side and sound attenuation
blankets to 1'-0" above the ceiling.

      4.3 Doors, frames, and hardware.

          (a)   One Tenant entrance door per premise shall be cherry full height
flush solid core door 3'-0" wide mounted in a cherry frame with glazed full
height sidelight up to 3'-0" wide. Entrance door shall be furnished with
building standard hardware consisting of mortise

<Page>

                                                        20/21 Customhouse Street
                                                          Exhibit E Page 8 of 11

style lock set with lever handle, 1 l/2 pair hinges, door closer, and door stop;
polished brass finish. Keying shall be tenant specific plus building
masterkeyed.

          (b)   For premise area in excess of 3000 square feet, one second means
of egress door same as interior door per paragraph 2.2 above but provided with
lock set and closer.

      4.4 Floor Signage.

      One building standard typical floor lobby area directional sign listing
all tenants located on the floor limited to one line per tenant.

      4.5 Electrical Panels.

      Electrical circuit breaker panels and step down transformers on
multi-tenant floors will be located within the individual tenant space with
separate metering in the core electrical closet.

5.0   OTHER TENANT IMPROVEMENTS

      The Tenant shall furnish and install improvements noted below at Tenant's
sole expense consistent with the procedures enumerated in Article 7.00 of the
lease:

      5.1 Tenant telephone and communications equipment including all wiring
necessary from the core area telephone closet. Tenant is advised that the area
above the ceiling is utilized a return air plenum which by code necessitates
conduit or Teflon coated wiring.

      If Tenant requires a separate telephone system independent of the building
system the tenant's separate PBX shall be located in the tenant area with
cabling run to the local telephone company service entry point in the garage
levels.

      5.2 Tenant data processing systems and equipment or other special
installations normally performed by specialty subcontractors or vendors.

      5.3 Furnishings, furniture systems, and equipment normally performed by
specialty subcontractors or vendors.

      5.4 It is the tenants responsibility to coordinate work of this nature
with the general construction of the building standard tenant improvements
furnished and installed by the Landlord.

6.0   THE PROCESS

      6.1 It is the intent of the Landlord to establish a standard of procedure
and construction to assure satisfactory execution of tenant improvements,
consistent to quality of materials and constructions and convenient service and
maintenance. Tenants are encouraged to develop plans that fit their specific
needs. Where necessary, additional or modified materials may be approved based
on their compatibility of the Building Standards.

      6.2 After the Lease is signed:

<Page>

                                                        20/21 Customhouse Street
                                                          Exhibit E Page 9 of 11

          (a)   After the lease is signed, completion of architectural
construction documents in accordance with the lease is Tenant's responsibility.
These shall be complete documents showing all necessary dimensions, locations,
special construction, details, and finish selections.

          (b)   In order to expedite the mechanical design process, ten days
(10) before drawing submission date outlined in the lease, Tenant's designer
must provide the mechanical engineer with one set of final drawings showing all
information needed to design mechanical and electrical systems including, but
not limited to the following:

      HVAC:

          1.    Areas requiring special temperature and/or humidity
                requirements.

          2.    Heat emission of equipment (including catalogue cuts), such as
                CRT's, copy machines, etc.

          3.    Special exhaust requirements - conference rooms, pantry,
                toilets, etc.

          4.    Overtime requirements.

      ELECTRICAL:

          1.    Special lighting requirements.

          2.    Power requirements and special outlet requirements of equipment.

          3.    Security requirements.

          4.    Supplied telephone equipment, and the necessary space allocation
                for same.

      PLUMBING:

          1.    Remote toilets.

          2.    Pantry equipment requirements.

          3.    Remote water and/or drain requirements such as for sinks, ice
                makers, etc.

          4.    Special drainage requirements such as those requiring holding or
                dilution tanks.

      COMPUTERS:

      Computers spaces are always handled as special areas. The Mechanical
Engineers will need equipment cuts, power requirements, heat emissions, raised
floor requirements, fire protection requirements, security requirements,
emergency power and U.P.S. requirements, etc.

<Page>

                                                        20/21 Customhouse Street
                                                         Exhibit E Page 10 of 11

          (c)   Structural:

      Some furniture or equipment configurations may require supplemental
structural reinforcing. If it is determined that supplemental structural
reinforcing or alterations to the base building structure are required, the
Tenant and Tenant's Designer will be referred to the Owner's Structural
Engineer, the cost of whose services will be born by the Tenant. Construction of
the building consists of cast-in-place reinforced concrete except at the roof
construction in structural steel framing with lightweight concrete on metal
deck.

      For the information of the design architect the building is designed as
follows:

      Structural Design Loads

<Table>
<Caption>
      Design Load
      <S>                                                      <C>
      (A)   Weight of Building Components....................
      (b)   Typical Office Floor Partitions Allowance........        20 PSF

      Live Loads
      (A)   Parking Garage...................................        50 PSF
      (B)   Typical Office Floor.............................        50 PSF
      (C)   Ground Floor.....................................       100 PSF
      (D)   Typical Office Floor Interior Drop Panels
            at Columns.......................................       200 PSF
      (E)   Mechanical Equipment Room........................       150 PSF
                                                               or equip wt.
      (G)   Roof Snow Load...................................        30 PSF
                                                                 plus drift
</Table>

      No coring of slabs may be done without approval of the owner in writing.

          (d) By the submission date as outlined in the lease, the Tenant is to
provide the Landlord's contractor with one set of complete construction
documents for pricing. Approximately ten (10) days thereafter, a final cost
statement shall be submitted to the Tenant for review, including both the
Mechanical Engineer's and the Landlord's Contractor's prices.

          (e) Assuming the estimate submitted is satisfactory to the Tenant, we
will request written authorization from the Tenant to proceed based upon said
final cost statement. An advance payment of 50% of the final cost statement must
be received prior to commencement of construction. Should the final cost
statement not be acceptable to the Tenant, Tenant shall, within one (1) week
after receiving Landlord's final cost statement, revise and resubmit the final
construction documents for re-pricing. The Landlord's contractor shall
immediately re-price the revised drawings and resubmit one (1) week thereafter.
Should agreement not be reached on the re-submitted price, the provisions of
Article 19 of the lease shall come into effect.

The 20/21 Customhouse Street Tenant Coordinator shall be available to consult
with the Tenant to assist in reviewing the estimate. Upon initial submittal of
the final cost statement, a detailed

<Page>

                                                        20/21 Customhouse Street
                                                         Exhibit E Page 11 of 11

project schedule along with a list of long-lead time items shall be submitted.
Approval to release certain long-lead time items will be requested at this time
in order to assure occupancy on the agreed upon date. If, because of Tenant
selection of certain non-standard long-lead time items, the occupancy date
cannot be met, temporary construction might have to be made to assure occupancy
on the agreed upon date at the cost of the Tenant.

      6.3 The Final Cost Statement:

          (a)   When the final cost statement is submitted for Tenant's
approval, it shall consist of two (2) parts. First, there will be a listing of
the Building Standard items contained in the workletter, along with a
calculation of the actual versus allowable quantities, and the cost for any
overages. Secondly, there will be a separate listing of all non-Building
Standard items with costs associated with same.

          (b)   In order to expedite the estimating process, we request that no
changes be made on the construction documents prior to receipt of the final cost
statement. In addition, any changes made during the course of construction shall
be estimated changes made during the course of construction shall be estimated
on the basis of time and materials. However, no changes shall be accepted during
the last four (4) weeks of construction. Any changes desired after that point
shall be authorized in writing by the Tenant's authorized representative, prior
to proceeding with this change. All communications between the Tenant and the
Landlord shall be in written form to the Tenant Coordinator for this project.
There shall be no direct orders given to any contractor's personnel by the
Tenant or his authorized representative.

      6.4 Tenant Drawings.

          (a)   Building drawings shall be furnished by the Landlord to the
Tenant's Architect at the Tenant's expense. In the case of a multi-tenant floor,
the demised area will have been clearly delineated by the Landlord prior to
issuance to the Tenant Architect. Field measurements must be taken however, by
the Tenant's Architect in order to ensure exact measurements on the background
drawings.

          (b)   In order to expedite the space planning process, we have created
a design manual to provide all necessary information to the Tenant's Architect
in order to properly design the Tenant's space. Additional information as to
types and quantities of drawings required are enumerated therein.

                                END OF EXHIBIT E

<Page>

                                              Schedule to Exhibit E, page 1 of 1

                   SCHEDULE TO BUILDING STANDARD IMPROVEMENTS

The following are the dates for Tenant Improvements.

<Table>
<Caption>
TASK                                                         TIME   DATE
----                                                         ----   ----
                           (days)
<S>                                                          <C>    <C>
1.   Preliminary layout to set space requirements            5
                                                                    ------------
2.   Preliminary cost estimate budget                        5
     (unit costs)                                                   ------------
3.   Lease signing                                           5
         budget approval (order long-lead items)                    ------------
4.   Design Development plan                                 5
         (submission for engineering)                               ------------
5.   Final Architectural/                                    10       02/08/88
                                                                      --------
         **Engineering plans
6.   Final pricing or lump sum bid                           10       02/22/88
                                                                      --------

7.   Approval                                                5        03/07/88
                                                                      --------

8.   Start construction                                      2        03/08/88
                                                                      --------

9.   End Construction (Punch List)                           6        07/29/88
                                                                      --------

10.  Move-In                                                          08/05/88
                                                                      --------
</Table>

* Number of business days required for each task may vary depending upon the
size of the tenant Premises area, complexity of design, or tenant review
requirement.

** Engineering plans to be submitted by September 15, 1987 (refer to item 6 on
Amendment to Exhibit E).

<Page>

                            THOMAS BLACK CORPORATION
                             AMENDMENT TO EXHIBIT E

1.    The last sentence in the opening paragraph of Exhibit E is to be deleted
      and replaced with the following: "Tenant shall pay fifty percent (50%) of
      the estimated cost of Tenant extra improvements upon the commencement of
      Tenant construction and the balance at substantial completion of Tenant
      construction."

2.    Exhibit E, Section 1.1: At the end add: "Landlord shall contribute an
      amount equal to $1.50 per rentable square foot in the Premises to the cost
      of preparing Tenant's Architectural plans and Tenant engineering plans.
      Tenant will submit these bills and Landlord will pay these bills on a
      monthly basis.

3.    Exhibit E, Section 1.6: In the last sentence delete the word "Contractors"
      and replace with "Sub-contractors".

4.    Exhibit E, Section 1.7(b): Add: "A credit for dry wall partitioning may be
      applied only against the cost of another drywall partition. All credits
      given shall include markups by contractors."

5.    Exhibit E, Section 2.0: Add at the end: "Landlord to provide unlimited
      reasonable quantities of building standards provided that the ratio of
      private office space (defined as conference rooms and individually
      occupied offices) does not exceed twenty-five percent (25%) of total
      rentable area.

6.    Exhibit E, Section 2.1: Add: partitions to penetrate the ceiling by
      approximately two inches (2").

7.    Exhibit E, Section 2.4: Add at the end: "Four inch straight base shall be
      supplied in carpeted areas, and four inch cove base shall be supplied in
      non-carpeted areas."

      At the end of the section, delete everything after "Landlord's Architect's
      approval" in the fourth to last line, and replace with "which approval
      shall not be unreasonably withheld and Tenant shall be allowed a credit of
      $1.33 per rentable square foot in the premises for all Tenant Extra floor
      finishes."

8.    Exhibit E, Section 2.5: Add after "core walls", "all door frames."

9.    Exhibit E, Sections 2.8(b) and 2.8(c): Add at the end: "Outlets shall
      either be in the floor or in the walls. If, however, Tenant's space plans
      and Tenant's engineering plans shall not be completed by September 15,
      1987 for the second floor and October 1, 1987 for the third and fourth
      floors, the cost of locating the outlets either in the floors or in the
      walls shall be a Tenant Extra Expense."

10.   Exhibit E, Section 3.0, Item (8): "floor outlets", insert "other than
      those referred to in Section 2.8(b) and (c) above, and in Item 9 add
      "other than as provided in Section 4 above."

<Page>

11.   Add the following to Section 3.0: "Landlord will solicit bids from three
      Subcontractors for Tenant Extra Improvements. If Tenant so elects, Tenant
      shall submit to Landlord the names of the Subcontractors from whom it
      proposes to solicit bids.

      Landlord shall promptly approve or reject any such Subcontractor. After
      the identification of such approved Subcontractor, Tenant shall prepare
      and submit for Landlord's approval a bid package for submission to the
      approved Subcontractors. All Subcontractors to whom Tenant shall elect to
      submit bids shall be qualified, licensed and Subcontractors who will work
      in harmony with Landlord's Contractors and Subcontractors for the
      Building. Such Subcontractor shall also agree to comply with the
      provisions of any applicable governmental regulations concerning
      opportunity and employment.

      Upon receipt of the bids which shall be addressed to the Landlord, the
      bids shall be opened and Landlord shall accept the bid from the lowest
      responsible Subcontractor or elect to perform the work at the price of the
      lowest responsible Subcontractor.

12.   Exhibit E, Section 2.8: Following: "(g) Electrical power is available at
      480/277 volts in the electrical closet on each floor. Capacity is 6-l/2
      watts per square foot for lighting, receptacles, computer, and computer
      air conditioning loads and includes this floors building air conditioning.
      Each Tenant is a separate utility company customer.

13.   Any additional materials such as standard building doors, door frames,
      base, carpet, etc. required for Tenant extras will be provided by the
      Landlord at the Landlord's cost. Landlord will not place a mark up on
      these materials.

14.   Landlord agrees to provide at their expense in an area designated by the
      Landlord between floors 2 and 3, and 3 and 4, a metal pan stair, concrete
      filled, which will allow for the application of a carpet, properly
      sprinkler, with building standard lighting and appropriate safety hand
      rails according to code.

      Any changes, if required, to the stairs between floors 3 and 4 as a result
      of code requirements by the City of Boston or other governmental agencies,
      because of the initial stair connection between floors 2 and 3, will be a
      cost to the tenant.

<Page>

                                    EXHIBIT F

                              ESTOPPEL CERTIFICATE

                                                   _______________________, 1986

and

---------------------------------
---------------------------------
---------------------------------
---------------------------------

      Re: Lease dated ___________________________ 198___ (the "Lease")
          for Space on the _____________________ Floor (s) of the
          Building Known As and Numbered ____________________________,
          Boston, Massachusetts (the "Premises")________________________

Gentlemen:

      This letter is given to you pursuant to Article 18.02 of the Lease.

      We do hereby certify to you, upon which certification you may and are
intended to rely, as follows:

      (a) the Lease is in full force and effect;

      (b) we have taken possession of the Premises and the obligation to pay
          Rent, subject to any waiver of rent provided for in the Lease, has
          accrued;

      (c) our Rent is paid through ____________, and said payment was made on
          _________, 198___;

      (d) that $_____________ is held as security deposit under the Lease;

      (e) Landlord is not in default of any of its obligations under the Lease
          including, but without limitation, its obligations to prepare the
          space and deliver the same;

      (f) the Term of the Lease expires on _________________, 198__, and no
          rights of extension or renewal exist other than as set forth in the
          Lease, and

      (g) we have (have not) exercised our rights of extension.

                                            Very truly yours,


                                            ------------------------------------

                                       F-1
<Page>

                                    EXHIBIT G

      The undersigned Landlord and Tenant under a certain Lease dated
_________________, 198___, for space on the floor(s) of the Building known as
and numbered ___________________, Boston, Massachusetts, do hereby acknowledge
pursuant to Article 1.01(j) that the Commencement Date for all purposes of this
Lease is _____________________, 198___.

Landlord                                   Tenant

By:                                        By:
    -------------------------------            --------------------------------

                                       G-1
<Page>

                                    EXHIBIT H

                     SQUARE FOOTAGE MEASUREMENT NOTIFICATION

(Insert Name of Tenant)

---------------------------------
---------------------------------

RE:   Leased dated _______________________, 19 ___ (the "Lease") for
      Space on the _______________ Floor(s) of the Building Known as
      and Numbered _____________________, Boston, Massachusetts

Gentlemen:

      In accordance with Section 3.01 of Exhibit B to the Lease, you are hereby
notified that Landlord's Architect has determined that there are ____ useable
and ___ rentable square feet of space in the Premises and ________ useable and
________ rentable square feet of space in the Building. All provisions of the
Lease wherein the number of useable or rentable square feet in the Premises or
the Building, as the case may be, are a factor, shall be amended and modified to
incorporate the accurate measurement of same as stated above, including without
limitation that (i) the Annual Rent shall be _____, and (ii) the Office Factor
and Tenant's agreed percentage is ____% determined as follows:

Square Feet in the Premises
---------------------------
Total rentable area of the Building =   ________%


                                          Very truly yours,


                                          --------------------------------------
                                          By:
                                              ----------------------------------
                                          Title:
                                                 -------------------------------

                                       H-1
<Page>

                                       H-2
<Page>

                            FIRST AMENDMENT TO LEASE

      Reference is made to a certain lease dated June 11, 1987 by and between
Jaymont (U.S.A.), Incorporated, and Thomas Black Corporation, (the "Lease").

      Reference is also made to the fact that Landlord's interest in the
Building and the Lease has been transferred to 20 Custom House Associates
Limited Partnership.

      All capitalized terms used in this instrument shall have the meanings
ascribed to them in the Lease.

      In consideration of these presents and other good and valuable
consideration, said Lease is hereby amended as follows:

      1.  Section 1.01(p): The Premises are increased by adding thereto
approximately 5,472 rentable square feet on the 5th floor of the Building (the
"Fifth Floor Premises"), as shown on Exhibit A attached hereto and incorporated
herein by reference, making a total of 53,594 rentable square feet, more or
less.

      The Tenant's office factor set forth on page B-5 is increased to 36.97%
and the fraction set forth on said page B-5 is now to be 53,594
                                                         ------
                                                         144970.

      2.  Section 1.01(c): The Commencement Date for the Fifth Floor Premises
shall be determined in accordance with Section 3.03 of the Lease, separately
from the determination of the Commencement Date for the remainder of the
Premises. The Commencement Date for the Fifth Floor Premises shall occur no
later than February 1, 1989 subject to Section 20.10 of the Lease and Tenant's
Delay.

      Tenant shall deliver Engineering Plans and final Space Plans not later
than December 1, 1988.

      If (i) Tenant shall not deliver said Engineering Plans and Space Plans on
or before December 1, 1988; and (ii) the work to be done by Landlord as shown on
the Engineering Plans and Space Plans shall not be substantially completed on or
before February 1, 1989 (so that the Commencement Date occurs on or before
February 1, 1989), then notwithstanding that the work to be done by Landlord has
not been substantially completed, the Commencement Date will be deemed to have
occurred on February 1, 1989 unless the failure of Landlord to substantially
complete the work is attributable to Landlord's act or to a cause described in
Section 20.10 of this Lease.

      Any delay caused by Tenant's changes after the delivery of the plans shall
similarly not delay the occurrence of the Commencement Date.

      3.  Section 1.01(t): The Term with respect to the Fifth Floor Premises
shall commence on the Commencement Date for the Fifth Floor Premises and shall
end on the date of expiration or earlier termination of the Term for the
original Premises.

                                       -1-
<Page>

      4.  Section 1.01(a): The Annual Rent with respect to the Fifth Floor
Premises shall be $186,048.00 during years 1-5 at the rate of $34.00 per
rentable square foot and $202,464.00 during years 6-10 at the rate of $37.00 per
rentable square foot. Tenant shall not be obligated to pay the first
twenty-three (23) monthly installments of Annual Rent with respect to the Fifth
Floor Premises.

      5.  Section 1.01(s): The amount of the Security Deposit shall be increased
from $126,345.66 to $141,849.66.

      6.  Section 3.05 shall not apply to the Fifth Floor Premises.

      7.  Section 20.15: Tenant shall have the Option to Expand the Premises in
accordance with Section 20.15 by including the remainder of the fifth (5th)
floor, consisting of approximately 7,260 rentable square feet measured by
Landlord as provided in Exhibit B, Section 3.00 in lieu of the current Expansion
Option for the entire fifth floor.

      8.  Section 20.17: Tenant shall be entitled to one additional undesignated
parking space in the Building garage.

      9.  All of the provisions of the Lease applicable to Tenant improvements
and the preparation of the Premises for Tenant's use shall apply equally with
respect to the 5th floor space, except for Section 3.05.

      Except as herein expressly set forth, the Lease shall be and remain in
full force and effect and the Fifth Floor Premises shall be governed by the
terms and conditions thereof..

      Executed under seal this 11th day of October, 1988.

                                          LANDLORD
                                          20 Custom House Associates
                                          Limited Partnership

                                          By: Jaymont (U.S.A.) Incorporated,
                                              General Partner

                                          By: /s/ Richard E. Eichorn
                                              ----------------------------------
                                              Senior Vice President

                                          TENANT
                                          Thomas Black Corporation
                                          By: /s/Richard Simches
                                              ----------------------------------

                                       -2-
<Page>

                                                                       EXHIBIT A

                         [FIFTH FLOOR: GRAPHIC OMITTED]

<Page>

                            SECOND AMENDMENT TO LEASE

      Reference is made to a certain Lease ("Lease") dated June 11, 1987 and
First Amendment to Lease dated October 11, 1988 by and between 20 Custom House
Associates Limited Partnership, Landlord, and Thomas Black Corporation.

      All capitalized terms used in this instrument shall have the meanings
ascribed to them in the Lease.

      In consideration of these presents and other good and valuable
consideration the Lease is hereby amended as follows:

1 .   The Lease Data Sheet is amended by changing the Building Factor from
36.97% to 36.89%.

2.    Exhibit B - Schedule of Rent is amended to read as follows:

                                SCHEDULE OF RENT

      The rentable square feet of the Building being agreed to be 145,271.

Office Factor:  Tenant's agreed percentage is 36.89
                determined as follows:

       53,594   Square Feet in the Premises              =        36.89%
      -------   ---------------------------------
      145,271   Total rentable area of the Building

      Except as herein expressly set forth, the Lease shall be and remain in
full force and effect.

      Executed under seal this 14th day of September, 1989.

                                          LANDLORD
                                          20 CUSTOM HOUSE ASSOCIATES
                                          LIMITED PARTNERSHIP


                                          By: Jaymont (U.S.A.) Incorporated,
                                              General Partner


                                          By: /s/ Richard E. Eichorn
                                              -------------------------------
                                              Senior Vice President


                                          TENANT
                                          THOMAS BLACK CORPORATION

                                          By: /s/ Richard B. Simches
                                              -------------------------------
                                              Title:
                                              Hereunto Duly Authorized

<Page>

                            THIRD AMENDMENT TO LEASE

      Reference is made to a certain Lease ("Lease") dated June 11, 1987 by and
between Jaymont (U.S.A.) Incorporated ("Jaymont"), and Thomas Black Corporation,
Tenant, as amended by First Amendment to Lease dated October 11, 1988*.
Jaymont's interest in the Building has been transferred to Aman, Inc.
("Landlord")
 *and Second Amendment to Lease dated September 14, 1989.

      All capitalized terms used in this instrument shall have the meanings
ascribed to them in the Lease.

      In consideration of these presents and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Lease is hereby amended as follows:

      1.  Tenant shall lease additional space (the "Expansion Space") consisting
of 10,940 rentable square feet on the 11th floor of the Building, and 8,483
rentable square feet on the 12th floor of the Building, as shown on Exhibit A-l
attached hereto.

      2.  The Projected Commencement Date for the inclusion of the Expansion
Space is December 1, 1990, or such earlier date as the Certificate of Occupancy
for the renovated Expansion Space is issued by the Inspectional Services
Department of the City of Boston. Landlord shall use all reasonable efforts to
deliver the Expansion Space to Tenant during the month of November 1990, but in
any event not later than February 1, 1991. If the Certificate of Occupancy has
not been received on or before February 1, 1991 but provided that such delay is
not attributable to Tenant or subject to the provisions of Section 20.10 of the
Lease, and further provided that Tenant has submitted architectural and
engineering drawings as well as cable plans on or before September 20, 1990,
Tenant shall have the right, as its sole and exclusive remedy, to terminate the
lease of the Expansion Space only and to have the additional security deposit
required hereunder promptly refunded. Landlord shall reimburse Tenant for the
actual costs incurred for the preparation of architectural and engineering
drawings by Tony Miles. Landlord shall have no responsibility for, nor shall the
Commencement Date be affected by, delays in the delivery of Tenant's furniture,
computer equipment, communication equipment or other items not within Landlord's
control.

      3.  The Term of the lease of the Expansion Space shall be approximately
eight (8) years and one (1) month and shall commence on the Commencement Date
for the Expansion Space and shall end on the date of expiration or earlier
termination of the Term of the initially demised Premises.

      4.  The Annual Rent with respect to the Expansion Space shall be
$602,113.00 per annum, calculated at the rate of $31.00 per rentable square foot
within the Expansion Space and payable as provided in Section 4.01 of the Lease.
This amount is in addition to the Annual Rent payable with respect to the
initially demised Premises and the Fifth Floor Premises.

      Notwithstanding the foregoing, with respect to the Expansion Space only
and specifically excluding the Annual Rent payable with respect to the initially
demised Premises and Fifth Floor Space, Tenant shall not be obligated to pay the
installments of Annual Rent attributable to the first nineteen (19) months of
the Term (the "Abatement Period"); provided, however, that the

<Page>

entire Annual Rent otherwise due and payable for the Abatement Period (including
the expired portion of the Abatement Period and the unexpired portion of the
Abatement Period) shall become immediately due and payable upon termination of
the Lease for default by Tenant, taking into account the notice and cure periods
applicable under this Lease. The foregoing shall be applicable only during the
initial four (4) years from the Commencement Date of the Lease of the Expansion
Space.

      5.  The Office Factor shall be increased from 36.9% to 50.3%, which
includes the Premises, the Fifth Floor Space and the Expansion Space.

      6.  Landlord shall provide, at Landlord's sole cost and expense, all
architectural, mechanical, engineering and space planning services required for
the construction of the Expansion Space in accordance with Exhibit E and as
defined in the Lease. Above Building Standard Improvements will be provided in
reasonable quantities based upon the build-out of the Fifth Floor Space as
initially designed by IPA. Guidelines for floor layout of the Expansion Space
will be similar to those done by ADD, Inc. on a preliminary basis dated 5/25/90.
Landlord will construct the Expansion Space and all improvements thereto in
accordance with approved final construction drawings at Landlord's expense.

      In addition, construction will include all necessary cabling,
communication wiring, interconnection between floors as outlined and priced by
Netcomm per proposal dated 7-25-90 (a copy of which is attached hereto), all
architectural drawings as outlined and submitted by Interior Planning Associates
per letter dated 18 July 1990 (a copy of which is attached hereto), engineering
drawings, upgraded kitchen area, special lighting and floor in-fill between
floors 11 and 12.

      Tenant shall also have the use of existing leasehold improvements and
personal effects remaining in the Expansion Space, with the exception of those
items designated by Landlord.

      7.  Section 20.11. Tenant's security deposit shall be increased by
$50,176.08 from $141,849.66 to $192,025.74.

      8.  Section 20.16 of the Lease shall apply to the Expansion Space.

      9.  Add the following to Section 20.17. Tenant shall be entitled, at any
time during the term of the lease of the Expansion Space, upon sixty (60) days'
prior written notice to Landlord, to an additional seven (7) undesignated
parking spaces in the Building garage. The use of such spaces shall be subject
to reasonable rules and regulations promulgated by Landlord, or the operator of
such garage from time to time, provided that such rules and regulations do not
limit Tenant's use of the parking spaces, and shall be at such fees as may from
time to time be charged by Landlord or the operator of the garage, which fees
are additional Rent.

      Tenant may, from time to time, elect to utilize any or all of the
additional seven (7) parking spaces, by giving Landlord sixty (60) days' notice
of its election. Tenant may change its election with respect to utilization of
any or all of the aforesaid seven (7) parking spaces at any time, from time to
time, upon sixty (60) days' prior notice to Landlord.

      10. Add a new Section 20.18 as follows:

                                       -2-
<Page>

      "20.18    OPTION TO EXPAND. Provided that:

            (i) Tenant is not in default hereunder, either at the time of the
                exercise of this Option or at the commencement date of the
                inclusion of the Tenth Floor Expansion Space, as hereinafter
                defined, within the Premises;

           (ii) this Lease has not otherwise been terminated or cancelled; and

          (iii) the Lease has not been assigned except with the permission of
                Landlord nor have more than 10,000 rentable square feet of the
                Premises (including the Fifth Floor Space and the Expansion
                Space) been sublet, which subletting will remain in effect as of
                the date upon which the Tenth Floor Expansion Space is to be
                added to the Premises;

      Tenant shall have the option to expand the Premises by leasing
approximately 4,987 rentable square feet on the tenth (10th) floor of the
Building (the "Tenth Floor Expansion Space") as shown on Exhibit A-l attached
hereto. The Tenth Floor Expansion Space shall be available to Tenant five (5)
years after the commencement of the lease of Space to another tenant excluding
the original lease of Space to DiCara, Selig, Sawyer & Holt. Landlord shall
advise Tenant of the expiration date of the lease to such other tenant (the
"Date of Availability") upon the execution of the lease with such other tenant
and again twelve (12) months prior to the Date of Availability. Tenant shall
exercise this Option to Expand by written notice to Landlord not later than
twelve (12) months prior to the Date of Availability of the Tenth Floor
Expansion Space. The lease of the Tenth Floor Expansion Space shall be
coterminous with the Lease of the initially demised Premises and the Annual Rent
for the Tenth Floor Expansion Space shall be at the market rate for space in the
Building at the time of inclusion of the Space within the Premises as determined
pursuant to Section 20.19, but not less than the Annual Rent then payable for
the Premises.
      *Tenth Floor Expansion

      If Tenant shall fail to exercise this Option to Expand at least twelve
(12) months prior to the Date of Availability, such Option shall lapse and be
void and without effect."

      11. Add new Section 20.19 as follows:

      "20.19 MARKET RENT. Wherever in this Lease the Rent is to be established
at market rent, the same shall be determined initially by Landlord who shall
furnish to Tenant Landlord's opinion for market rent for the premises within
thirty (30) days after Tenant shall exercise its option, together with a written
statement from a commercial real estate broker having not less than five (5)
years' experience in office leasing in the Central Business District of Boston
with established firms in a position of Vice President or higher.

      If Tenant shall dispute Landlord's statement of market rent, Tenant may
submit to Landlord, within thirty (30) days, its statement of market rent
supported by an opinion from a commercial real estate broker having not less
than five (5) years' experience in office leasing in the Central Business
District of Boston with established firms in a position of Vice President or
higher.

                                       -3-
<Page>

      Landlord and Tenant shall each have the right, reasonably exercised, to
disapprove the initial selection of the other party's broker, provided such
disapproval is based upon information concerning such broker's level of
expertise or honesty.

      If the two (2) brokers are, within thirty (30) days, unable to agree upon
a market rent which shall be no higher than Landlord's statement and no lower
than Tenant's statement, then the two (2) brokers thus chosen shall select a
third broker having the same qualification as the other brokers who shall
establish the market rent, which shall be conclusive and binding upon the
parties, except that if market rent as so determined is greater than Tenant's
broker's opinion by more than $1.00 per rentable square foot or if market rent
as so determined is less than the Annual Rent payable during the year of
exercise, or the last year of the term then concluding, whichever is applicable
to the option exercised*, Tenant shall have the right to withdraw its exercise
of the option by notice to Landlord sent within ten (10) business days after
receipt of the market rent determination, failing which the determination of
market rent shall be conclusive and binding upon the parties, and the rental
under the option shall be the greater of such determination or the Annual Rent
payable during the year of exercise of the option, or the last year of the term
then concluding, whichever is applicable to the option exercised.
Notwithstanding the market rent so determined by the brokers, in no event shall
the rental under the option be less than the Annual Rent payable during the year
of exercise of the option or the last year of the term then concluding whichever
is applicable to the option exercised."
      *by more than $1.00 per rentable square foot

      12. Exhibit B - SCHEDULE OF RENT ESCALATORS is amended by adding the
following, which shall be applicable to the Expansion Space only:

      "Notwithstanding the provisions of Articles 1.01, 4.02 and 4.02 and
      Exhibit B of and to the Lease, Tenant shall pay those portions of Tax Cost
      as defined in Exhibit B, Section 2.01(a) and all other Occupancy Costs as
      defined in Exhibit B, in excess of those sums set forth below, unless the
      same would otherwise be attributable to the Premises under applicable
      provisions of the Lease.

          Occupancy Costs Base                      Tax Cost Base
          --------------------                      -------------

          $6.49 per rentable                        $4.32 per rentable
          square foot                               square foot

      With respect to the original Premises and the Fifth Floor Space, the
      Occupancy Costs Base shall remain $4.00 per rentable square foot, and the
      Tax Cost Base shall remain $4.00 per rentable square foot."

      13. Exhibit B - SCHEDULE OF RENT is amended to read as follows:

                                SCHEDULE OF RENT

      The rentable square feet of the Building being agreed to be 145,271.

      Office Factor:        Tenant's agreed percentage is 50.3%
                            determined as follows:

                                       -4-
<Page>

                            determined as follows:

           73,017           Square Feet in the Premises          =   50.3%
          -------           -----------------------------------
          145,271           Total rentable area of the Building

      Except as herein expressly set forth, the Lease shall be and remain in
full force and effect and the terms and provisions of the Lease shall be
applicable to the Expansion Space.

      Executed under seal this 19th day of Sept, 1990.

                                  LANDLORD:

                                  AMAN, INC.

                                  By:  /s/ Susan Hoffman
                                       --------------------------------
                                       Title:  VP, Citibank as agent

                                  TENANT:

                                  THOMAS BLACK COPRORATION

                                  By:  /s/ David F. Brussard
                                       --------------------------------
                                       Title: Exec VP

                                       -5-
<Page>

                                                                     EXHIBIT A-1

                         [12TH FLOOR - GRAPHIC OMITTED]

<Page>

                          [11TH FLOOR: GRAPHIC OMITTED]

<Page>

                          [10TH FLOOR: GRAPHIC OMITTED]

<Page>

                            FOURTH AMENDMENT TO LEASE

      Reference is made to a certain Lease ("Lease") dated June 11, 1987 by and
between Jaymont (U.S.A.) Incorporated (" Jaymont"), and Thomas Black
Corporation, Tenant, as amended by First Amendment to Lease dated October 11,
1988; Second Amendment to Lease dated September 14, 1989; and Third Amendment to
Lease dated September 19, 1990. Jaymont's interest in the Building and the Lease
has been transferred to Aman, Inc. ("Landlord").

      All capitalized terms used in this instrument shall have the meanings
ascribed to them in the Lease.

      In consideration of these presents and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Lease is hereby amended as follows:

      1.  Tenant shall lease additional space (the "First Floor First Floor
Expansion Space") consisting of approximately 2,748 rentable square feet on the
1st floor of the Building as shown on Exhibit A-l attached hereto.

      2.  The Projected Commencement Date for the inclusion of the First Floor
Expansion Space is April 1, 1994, or such earlier or later date as the First
Floor Expansion Space has been renovated in accordance with the provisions of
this Fourth Amendment to Lease, ("Effective Date"). Landlord shall use all
reasonable efforts to deliver the First Floor Expansion Space to Tenant not
later than April 1, 1994. Landlord shall have no responsibility for, nor shall
the Effective Date be affected by, delays in the delivery of Tenant's furniture,
computer equipment, communication equipment or other items not within Landlord's
control.

      3.  The Term of the lease of the First Floor Expansion Space shall be
approximately four (4) years and nine (9) months and shall commence on the
Effective Date and shall end on the date of expiration or earlier termination of
the Term of the initially demised Premises.

      4.  The Annual Rent with respect to the First Floor Expansion Space shall
be as follows:

          $54,960.00 for the twelve (12) month period commencing on the
Effective Date, at the rate of $20.00 per square foot;

          $57,708.00 for the next twelve (12) months, at the rate of $21.00 per
rentable square foot;

          $60,456.00 for the next twelve (12) months, at the rate of $22.00 per
rentable square foot;

          $63,204.00 for the next twelve (12)months, at the rate of $23.00 per
rentable square foot; and

          $65,952.00 for the next twelve (12) months, or until the termination
of this Lease, at the rate of $24.00 per rentable square foot.

<Page>

      The foregoing amounts are in addition to the Annual Rent payable with
respect to the balance of the Premises.

      5.  The Office Factor shall be increased from 50.3% to 52.15% as of the
Effective Date.

      6.  Landlord shall provide all architectural, mechanicals, engineering and
space planning services required for the construction of the First Floor
Expansion Space in accordance with Exhibit E as set forth on the plan attached
hereto as Exhibit A-l (the "Plan"). Landlord will construct the First Floor
Expansion Space and all improvements thereto in accordance with approved final
construction drawings. Landlord shall expend in connection with the renovation
of the space, not more than $40.00 per rentable square foot, or $109,920.00,
plus all architectural and engineering fees (the "Allowance"). If and to the
extent that less than the Allowance shall be expended, the same shall be
credited to Tenant's obligation to pay Annual Rent for the First Floor Expansion
Space. If and to the extent that the cost of the renovations exceeds the
Allowance, Tenant shall be responsible for and shall pay all such excess
amounts. Said Excess amounts shall be paid monthly to Landlord upon requisition
by the Landlord.

      Landlord shall pay Tenant's architect's fees in accordance with Landlord's
standard architectural fee schedule.

      7.  Section 20.16 of the Lease shall apply to the First Floor Expansion
Space as part of the Premises.

      8.  The Parties represent to each other that the only brokers involved in
this transaction are the brokers designated on the Lease Data Sheet. All fees
for such brokers shall be paid by Landlord if, but only if, this Fourth
Amendment to Lease is executed and Tenant takes possession of the First Floor
Expansion Space as provided herein.

      9.  Exhibit B - Schedule of Rent Escalators is amended by adding the
following, which shall be applicable to the First Floor Expansion Space only:

      "Notwithstanding the provisions of Articles 1.01, 4.02 and 4.02 and
      Exhibit B of and to the Lease, Tenant shall pay those portions of Tax Cost
      as defined in Exhibit B, Section 2.01(a) and all other Occupancy Costs as
      defined in Exhibit B, in excess of those sums set forth below, unless the
      same would otherwise be attributable to the Premises under applicable
      provisions of the Lease.

                       OCCUPANCY COSTS BASE TAX COST BASE

          The Actual Occupancy Cost for             The Actual Real Estate tax
          calendar year 1993 per rentable           for fiscal year 1994 per
          square foot                               rentable square foot

      With respect to the Premises other than the First Floor Expansion Space,
      the Occupancy Cost Base and Tax Cost Base shall remain as they presently
      are."

                                       -2-
<Page>

      13. Exhibit B - Schedule of Rent is amended to read as follows:

                                SCHEDULE OF RENT

          The rentable square feet of the Building being agreed to be 145,271.

      Office Factor:         Tenant's agreed percentage is 52.15%
                             determined as follows:

                75,765       Square Feet in the Premises    =    52.15%
               145,271       Total rentable area of the
                             Building

      Except as herein expressly set forth, the Lease shall be and remain in
full force and effect and the terms and provisions of the Lease shall be
applicable to the First Floor Expansion Space.

      Executed under seal this 23 day of February, 1994.

                                   LANDLORD:

                                   AMAN, INC.

                                   By:  /s/ [Illegible]
                                        ------------------------------
                                        Title:  Vice President

                                   TENANT:

                                   THOMAS BLACK CORPORATION

                                   By:  /s/ Richard B. Simches
                                        ------------------------------
                                        Title:  President

                                       -3-
<Page>

                                                                       EXHIBIT A

                          [FLOORPLAN: GRAPHIC OMITTED]

<Page>

                            FIFTH AMENDMENT TO LEASE

      Reference is made to a certain Lease ("Lease") dated June 11, 1987 by and
between Jaymont (U.S.A.) Incorporated whose interest has been transferred to
Aman, Inc. ("Landlord"), and Thomas Black Corporation ("Tenant") as amended by
First Amendment to Lease dated October 11, 1988, Second Amendment to Lease dated
September 14, 1989; Third Amendment to Lease dated September 19, 1990, and
Fourth Amendment to Lease dated February 23, 1994.

      All capitalized terms used in this Fifth Amendment shall have the meanings
ascribed to them in the Lease, or in this Fifth Amendment.

      This Fifth Amendment to Lease shall take effect upon the execution hereof
by both parties except as otherwise specifically herein stated.

      In consideration of these presents and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Lease is hereby further amended as follows:

      1.  The Lease Data Sheet and Section 1.01 (p) are amended to reflects that
as of January 1, 1999 the Premises shall consist of 77,265 rentable square feet
comprised by 4,248 rentable square feet on the first floor, the entire 2nd, 3rd,
4th, 11th and 12th floors, and 5,472 rentable square feet on the 5th floor of
the Building. As of September 1, 1999, an additional 7,360 square feet on the
5th floor of the Building will be added to the Premises ("Must Take Space")
making a total of 84,625 rentable square feet.

      2.  The Lease Data Sheet and Section 1.01(t), is hereby amended by
providing that the Term is extended for a period ten (10) years commencing
January l, 1999 and expiring December 31, 2008 (the "Extended Term").

      3.  The Lease Data Sheet and Section 1.01(a) are amended to provide that
commencing on January 1, 1999 and during the continuance of the Extended Term,
Annual Rent shall be as follows:

<Table>
<Caption>
      YEAR      PER R.S.F.                                                      ANNUAL RENT
      ----      ----------                                                      -----------
      <S>       <C>                                                             <C>
      1999      $27.75                                                          $2,178,143.75
                (77,265 rentable square feet from January 1, 1999
                through and including October 31, 1999, and 84,625
                rentable square feet from November 1, 1999 through and
                including December 31, 1999), provided that the Must
                Take Space is delivered on or before September 1, 1999.
                If such shall not be the case, there shall be a pro rata
                deduction of Annual Rent until the Must Take Space shall
                have been delivered.
</Table>

<Page>

<Table>
      <S>       <C>                                                             <C>
      2000      $28.00                                                          $2,369,500.00

      2001      $28.75                                                          $2,432,968.75

      2002      $29.75                                                          $2,517,593.75

      2003      $29.75                                                          $2,517,593.75

      2004      $31.00                                                          $2,623,375.00

      2005      $31.75                                                          $2,686,843.75

      2006      $31.75                                                          $2,686,843.75

      2007      $32.50                                                          $2,750,312.50

      2008      $33.75                                                          $2,856,093.75
</Table>

      4.  The Lease Data Sheet is amended by DELETING THE DESCRIPTION OF THE
OPTION TO EXPAND and replacing the same with: "On September 1, 1999, the Must
Take Space, approximately 7,360 rentable square feet on the fifth floor of the
Building shall be added to the Premises."

      5.  Section 20.15 of the Lease, is replaced with the following "On
September 1, 1999 Landlord shall deliver the Must Take Space containing
approximately 7,360 rentable square feet on the 5th floor of the Building as
shown on the attached floor plan. Upon completion of the Tenant's improvements,
Landlord shall reimburse Tenant for Tenant's costs incurred in remodeling,
renovating and altering the Must Take Space up to, but not in excess of $25.00
per rentable square foot, $184,000.00 in the aggregate. Annual Rent shall
commence on the Must Take Space sixty (60) days after the Must Take Space shall
have been delivered. Said improvements shall be made in accordance with Section
7.03 and Exhibit E of the Lease and all plans and work shall be subject thereto.

      6.  Exhibit B, Schedule of Rent Escalators, shall be amended as of January
1, 1999 so that the Tax Cost Base shall be the actual tax expense for fiscal
1999 per rentable square foot, and the All Other Occupancy Costs Base shall be
the actual costs incurred by Landlord per rentable square foot for 1998.

      7.  As of January 1, 1999, the Office Factor shall be 53.30%, and the
numerator of the fraction shall be 77,265 equaling 53.30%. As of September 1,
1999, the Office Factor shall be 58.37% and the numerator of the fraction shall
be 84,625, equaling 58.37%.

      8.  There is hereby added to the Lease several new sections as follows:

      "Section 20.20. RIGHT OF FIRST OFFER. Tenant shall have the right to lease
any space in the Building now under lease or hereafter subject to a lease, at
the expiration of respective lease terms subject to rights contained in such
leases for renewal or extension options, if any, and any

                                       -2-
<Page>

other space in the Building which becomes available prior to the expiration of
the term of any Lease or by termination of a tenancy at will ("RFR Space").

      Landlord has delivered to Tenant herewith Schedule A which indicates the
current expiration date of leased and occupied Premises in the Building. Said
Schedule also indicates current options to extend.

      If a tenant under lease shall fail to exercise an Option to Extend or
renew on a timely basis, Landlord shall notify Tenant in writing of such fact,
or if any tenancy at will shall be terminated, or if any space in the Building
shall become available for occupancy, Landlord shall give written notice to
Tenant of such availability. Within thirty (30) days after Landlord shall have
advised Tenant in writing that a tenant having an option to extend or renew has
failed to do so, Tenant shall advise Landlord in writing whether or not it
elects to have such RFR Space included in the Premises. Within sixty (60) days
from the date upon which Landlord shall notify Tenant in writing of the
termination of a tenancy at will or other availability of space, Tenant shall
notify Landlord in writing whether it elects to have such RFR Space included
within the Premises.

      Upon such election, as such RFR Space becomes available, it shall be
included in the Premises.

      In each chase when RFR Space shall be included within the Premises, the
Schedule of Rent Escalators and office factor shall be amended to reflect such
inclusion. The Tax Cost Base and the Other Occupancy Cost Base for such RFR
included Space shall be the tax year in which the inclusion shall occur for Tax
Cost Base, and the actual operating expense for the calendar year in which such
RFR Space shall be included in the Premises for Other Occupancy Cost Base.

      The Annual Rent for each RFR Space, included shall be deemed at market as
provided in Section 20.19.

      Said RFR Space shall be delivered to Tenant "broom clean" in the condition
it is then in on a fully "as is" basis with no obligation on the part of the
Landlord to make any improvements thereto.

      If Tenant shall fail to exercise its right to have any RFR Space included
in the Premises, Landlord shall be free to lease or rent the same for any period
of time as Landlord in its sole discretion shall determine. If such RFR Space
shall thereafter become available, the provisions of this Section 20.20 shall
apply.

      9.  The Option to Extend referred to in Section 20.16 of the Lease is
expressly preserved and shall remain in effect to be exercised as provided in
Section 20.16 not later than twelve (12) months prior to the expiration of this
Lease as extended hereby, and at the expiration of the extended term of this
Lease.

      "Section 20.21. COOLING TOWER. Landlord, at its cost and expense, shall as
soon as possible after the execution of this Amendment, install a cooling tower
for the exclusive use of Tenant's computer facilities. Said cooling tower shall
include two (2) twenty ton dry coolers with pumps and conduits of sufficient
size to accommodate Tenant's current needs and

                                       -3-
<Page>

reasonable expansion as outlined in option C to Landlord by letter dated
December 5, 1996, copy of which is attached hereto."

      "Section 20.22. STORAGE SPACE. Promptly after the execution of this
amendment, Landlord shall provide approximately 250 square feet of storage space
in the basement of the Building for the sole use of Tenant. Said storage space
shall be delivered "as is" and no Rent or other charges shall be chargeable on
account of said storage space. In addition, Landlord has made available to the
Tenant approximately 100 square feet in the basement of 64 Broad Street, Boston,
Massachusetts, which building is owned by the Landlord. Tenant shall pay rent
with respect to this 64 Broad Street storage space, the sum of Eighty and 00/100
Dollars ($80.00) per month. Either Landlord or Tenant shall have the right upon
thirty (30) days' notice, to terminate the Tenants rights and obligations with
respect to the 64 Broad Street storage space.

      "Section 20.23. INDUCEMENT. On January 2, 1997 Landlord shall pay to
Tenant the sum of One Million and 00/100 Dollars ($1,000,000.00) as an
inducement payment and to pay for redecoration, renovation and upgrading of the
Premises ("Upgrading"). Tenant shall expend not less than Five Hundred Thousand
and 00/100 ($500,000.00) for the Upgrading ("Upgrading Costs"). Tenant shall
certify to Landlord the Upgrading Costs, which shall include all work, labor,
materials and supplies incorporated in the Premises as part of the Upgrading.
Tenant shall commence the Upgrading as soon after January 1, 1997 as is
practical. All of the Upgrading work shall be accomplished as provided in this
Lease including, but without limitation, Section 7.03 and Exhibit E. $500,000.00
of the inducement shall be placed in an interest bearing escrow account to be
held by Spaulding & Slye as Escrow Agent. All interest shall be for the benefit
of the Landlord as Tenant shall complete provisions of the Upgrading and shall
deliver paid invoices to Landlord. Landlord shall release from the escrow amount
the Upgrading Costs reflected by said paid invoices. The balance of $500,000.00
shall be released to Tenant on January 2, 1997 and may be used by Tenant for any
purpose including real estate consulting fees and need not be accounted for to
Landlord."

      "Section 20.24. RESTRICTION. Landlord agrees that it will not during the
term of this Lease, so long as the Tenant named herein shall be in occupancy,
lease first floor space ("First Floor Space") in the Building or in the Building
known as and numbered 64 Broad Street to retail insurance users."

      "Section 20.25. ELECTRICITY AND OTHER UTILITIES. Landlord and Tenant
acknowledge that the manner for provision of electricity and other utilities is
about to change, due to Deregulation. Presently, Boston Edison Company provides
electricity services for the Building. At such time as alternate service
providers become able to provide electricity or other utility services to the
Building, Landlord shall have the right at any time, and from time to time, to
select the company or companies to provide electricity and other utility
services to the Building. Landlord shall seek competitive bids from such service
providers. Landlord shall exercise good faith business judgment in making such
selections, having in mind the best interest of the Tenant, as well as the
Building and the other occupants thereof. If Landlord shall select a service
provider other than the lowest bidder, Landlord shall consult with Tenant and
explain Landlord's reasons for choosing a service provider other than the lowest
bidder.

                                       -4-
<Page>

      The following are added to the Addenda to Lease:

      54. Section 7.06 of the Lease is hereby amended by adding thereto the
following: "Subject to obtaining all permits and approvals from the City of
Boston, and subject to the approval of Landlord as to design, size, and manner
of affixation, Tenant may install a sign indicating the Tenant's presence in the
Building on the exterior of the Building at the Custom House and Broad Street
entrance of the Building. Said sign may indicate the named Tenant or any of its
trade names including Safety Insurance."

      55. Section 1.01(u) is hereby amended so that it reads: "Use means the
conduct of an insurance business and with the approval of Landlord any use
consistent with first class office buildings in the financial district of
Boston".

      56. Section 4.04 is amended by adding after the word "set-off" in line 7,
"except as herein expressly set forth".

      51. Section 7.03(d) line 2, delete "in its sole discretion".

      58. Item 27 of the Addenda, the reference to Section 9.01(a) and (b) is
changed to Section 9.02(a) and (b).

      59. Section 11.01B delete the word "sole" in the second line.

      60. Section 11.02 lines 2 and 4, delete the word "sole".

      61. Section 16.05 is amended by adding at the end thereof: "unless and to
the extent Landlord actually receives rent insurance carried by Tenant pursuant
to this Lease".

      62. Section 19.01 is amended by adding after the word "instituted" in the
4th line from the bottom "and successfully concluded".

      63. Section 19.02 is amended by adding the same proviso contained in Item
22 of the Addenda as applicable here.

      Except as herein expressly set forth, the Lease shall be and remain in
full force and effect.

      EXECUTED under seal this 20th day of December 1996.

                                  LANDLORD:

                                  AMAN, INC.

                                  By:  /s/ [Illegible]
                                       ---------------------
                                       Title:

                                       -5-
<Page>

                                  TENANT:

                                  THOMAS BLACK CORPORATION

                                  By:  /s/ Richard B. Simches
                                       ----------------------------
                                       Title: Pres.

                                       -6-
<Page>

                                   SCHEDULE A

             ATTACHED TO AND FORMING PART OF 5TH AMENDMENT TO LEASE
                 BETWEEN AMAN, INC. AND THOMAS BLACK CORPORATION

                            LEASE EXPIRATION SUMMARY

Floor 12:          TBC

Floor 11:          TBC

Floor 10:          2,297      RSF LED              l/01
                   2,690      RSF LED              5/00
                   3,699      RSF LED              6/99
                   2,464      RSF LED              9/00

Floor 9:           11,155     RSF LED              4/00
                   This tenant has option to extend to 4/05.

Floor 8:           3,497      RSF LED              2/02
                   4,003      RSF LED              2/02
                   1,545      RSF LED              3/01
                   2,128      RSF LED              5/97

Floor 7:           5,112      RSF LED              l/99
                   This tenant has option to extend.

                   6,038      RSF LED              l/00
                   This tenant has a subordinate option to extend and
                   a ROFO on the 5,112 RSF if the other tenant on the
                   floor does not exercise its right.

Floor 6:           11,147     RSF LED              7/99
                   Tenant has option to terminate on 7/98 and an
                   option to extend lease for 5 years.

Floor 5:           5,391      RSF Must take space for TBC.
                   1,963      RSF Must take space for TBC.

Floor 4:           TBC

Floor 3:           TBC

Floor 2:           TBC