Unassociated Document


    

      
        	
                 GFI
                  Tyngsboro/Beacon Power Lease

              
	 	
                Execution
                  Copy

              
	
                 LEASE

              
	
                 TABLE
                  OF CONTENTS

              
	 	 
	
                ARTICLE
                  ONE - BASIC TERMS

              	
                1

              
	 	 
	
                ARTICLE
                  TWO - PREMISES

              	
                3

              
	 	 
	
                ARTICLE
                  THREE - LEASE TERM

              	
                3

              
	 	 
	
                ARTICLE
                  FOUR - RENT

              	
                5

              
	 	 
	
                ARTICLE
                  FIVE - PROPERTY TAXES

              	
                7

              
	 	 
	
                ARTICLE
                  SIX - UTILITIES

              	
                8

              
	 	 
	
                ARTICLE
                  SEVEN - INSURANCE

              	
                8

              
	 	 
	
                ARTICLE
                  EIGHT - OUTSIDE AREAS

              	
                12

              
	 	 
	
                ARTICLE
                  NINE - USE OF PREMISES

              	
                12

              
	 	 
	
                ARTICLE
                  TEN - CONDITION AND MAINTENANCE OF PREMISES

              	
                16

              
	 	 
	
                ARTICLE
                  ELEVEN - DAMAGE OR DESTRUCTION

              	
                22

              
	 	 
	
                ARTICLE
                  TWELVE - CONDEMNATION

              	
                23

              
	 	 
	
                ARTICLE
                  THIRTEEN - ASSIGNMENT AND SUBLETTING

              	
                23

              
	 	 
	
                ARTICLE
                  FOURTEEN - DEFAULTS AND REMEDIES

              	
                24

              
	 	 
	
                ARTICLE
                  FIFTEEN - PROTECTION OF LENDERS

              	
                28

              
	 	 
	
                ARTICLE
                  SIXTEEN - LEGAL COSTS

              	
                29

              
	 	 
	
                ARTICLE
                  SEVENTEEN - MISCELLANEOUS PROVISIONS

              	
                29

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    



    


    ARTICLE
      ONE - BASIC TERMS

    


    The
      following terms used in this Lease shall have the meanings set forth
      below.

    


    
      	1.0 	Date of
              Lease: 	July 23,
              2007 


      	 	 	 


      	
              1.02

            	
              Landlord
                (legal entity):

            	
              GFI
                Tyngsboro, LLC, a Massachusetts limited liability
                company

            


    

    


    
      	
              1.03

            	
              Tenant
                (legal entity):

            	
              Beacon
                Power Corporation, a Delaware
                corporation

            


    

    


    
      	
              1.04

            	
              Tenant's
                Guarantor: 

            	
              None.

            


    

    


    
      	
              1.05

            	
              Address
                of Property:

            	
              65
                Middlesex Road, Tyngsborough, Middlesex County, Massachusetts
                

            


      	 	 	 


      	1.06 	Property Rentable
              Area: 	Approximately 103,000 square
              feet 


      	 	 	 


      	1.07 	Premises Rentable Area:  	Approximately 103,000 square
              feet 


    

    


    
      	
              1.08

            	
              Lease
                Term:

            	
              Approximately
                seven (7) years, two (2) months, and a partial month (if any), beginning
                on the Lease Commencement Date and expiring on September 30,
                2014.

            


    

    


    
      	
              1.08A

            	
              Extension
                Options:

            	
              Two
                options to extend the Lease Term for two (2) successive periods of
                seven
                (7) years each in accordance with Section
                3.05

            


    

    


    
      	
              1.09

            	
              Lease
                Commencement Date:

            	
              The
                earlier to occur of the date Landlord tenders possession of the Premises
                to Tenant, or August 1, 2007.

            


    

    


    
      	
              1.10

            	
              Rent
                Commencement Date:

            	
              October
                1, 2007

            


    

    


    
      	
              1.11

            	
              Permitted
                Uses:

            	
              Manufacturing,
                research and development, warehousing, and distribution of Tenant’s
                products, related business offices, and any other lawfully permitted
                use
                ancillary or incidental to the foregoing uses, subject in all events
                to
                the restrictions and requirements of all zoning and other applicable
                laws,
                and all other provisions of this Lease.


            


    

    


    
      	
              1.12

            	
              Broker(s):

            	
              The
                Stubblebine Company (“Landlord’s Broker”) and McCall & Almy, Inc.
                (“Tenant’s Broker”).

            


    

    


    
      	
              1.13

            	
              Initial
                Security Deposit:

            	
              $200,000.00,
                in the form of an irrevocable standby letter of credit as provided
                per
                Section 17.16 below. 

            


    

     

    
      	
              1.14

            	
              Base
                Rent: 

            	
              Payable
                in
                the amounts for the corresponding periods as set forth on Exhibit
                B
                hereto, in each case, payable in equal monthly installments in accordance
                with Section 4.01. 

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              1.14A

            	
              Tenant
                Stock and Warrant:

            	
              As
                additional consideration for and as an inducement to Landlord to
                enter
                into this Lease, Tenant shall deliver to Landlord, upon the execution
                of
                this Lease by both parties, (a) 150,000 shares of Tenant’s common stock
                and (b) a warrant to purchase up to 500,000 shares of Tenant’s common
                stock at any time during the initial Lease Term. The per share exercise
                price under the warrant shall be equal to the closing bid price per
                share
                for Tenant’s common stock as reported on the NASDAQ exchange on the Date
                of Lease.

            


    

    


    
      	
              1.15

            	
              Tenant
                Improvement Allowance:

            	
              $1,430,000.00
                to be applied toward the cost of Tenant’s buildout of its approximately
                20,000 square feet of office space within the Premises and certain
                other
                improvements in accordance with Section
                10.05.

            


      	 	 	 


      	1.16  	Other Charges Payable by
              Tenant: 	 


    

     

    (i) Real
      Property Taxes (Article Five); 

    (ii) Insurance
      Costs (Article Seven);

    (iii) Annual
      Charge-Offs of Capital Repairs and Replacements (Section 10.04)

    


    
      
        	1.16	
                Address
                  of Landlord for Notices:

              


      

    

    


    
      	
              c/o
                GFI Partners

              133
                Pearl Street, Suite 400

              Boston,
                MA 02110

              Attn:
                Steven E. Goodman

            	with a copy to: 	
              Henshon
                Parker Vyadro, P.C.

              84
                State Street, Suite 760

              Boston,
                MA 02109

              Attn:
                F. Robert Parker, Jr.

            


    

    


    
      	1.17	
              Address
                of Tenant for Notices:

            


    

    


    


    
      	
              Prior
                to Lease Commencement Date:

               

              Beacon
                Power Corporation

              234
                Ballardvale Street

              Wilmington,
                MA 01887

              Attn:
                James M. Spiezio, 

              Vice
                President of Finance and Chief Financial Officer

            	
              With
                a copy to: 

               

              Edwards
                Angell Palmer & Dodge LLP

              111
                Huntington Avenue

              Boston,
                MA 02119

              Attn: Albert
                L. Sokol, Esquire and

              Thomas
                G. Schnorr, Esq.

            
	 	 
	
              From
                and After the Lease Commencement Date:

               

              Beacon
                Power Corporation

              65
                Middlesex Road

              Tyngsboro,
                MA

              Attn:
                James M. Spiezio, 

              Vice
                President of Finance and Chief Financial Officer

            	
              With
                a copy to: 

               

              Edwards
                Angell Palmer & Dodge LLP

              111
                Huntington Avenue

              Boston,
                MA 02119

              Attn: Albert
                L. Sokol, Esquire and

              Thomas
                G. Schnorr, Esq.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              1.18

            	
              Fiscal
                Year:

            	
              The
                consecutive twelve month period beginning on the first day of January
                and
                ending on the last day of December.

            


    

    


    
      	1.19	
              Exhibits:

            


    

    Exhibit
      A
      - The Property

    Exhibit
      B
      - Base Rent

    Exhibit
      C
      - Rules & Regulations

    Exhibit
      D
      - Landlord’s Work

    Exhibit
      E
      - Tenant’s Initial Improvements

    Exhibit
      F
      - Form of SNDA

    Exhibit
      G
      - Form of Letter of Credit

    Exhibit
      H
      - Hazardous Materials Disclosure Certificate

    


    ARTICLE
      TWO - PREMISES

    


    2.01 Premises.
      The “Premises”, as such term is used in this Lease, consist
      of the
      entire “Property”, which, as such term is used in this Lease, consists
      collectively of the land described in Exhibit A hereto, and the building(s)
      and
      all other improvements located on such land, including without limitation that
      certain industrial building on the Property currently
      containing
      approximately 103,000 rentable square feet of area,
      as such
      building may hereafter be expanded (the
      “Building”). The terms “Premises” and “Property”
      are used interchangeably in this Lease, and are intended to mean and describe
      the identical above-described real property. 

    


    


    ARTICLE
      THREE - LEASE TERM

    


    3.01 Lease
      of
      Premises for Lease Term. Landlord leases the Premises to Tenant and Tenant
      leases the Premises from Landlord for the Lease Term. The Lease Term shall
      begin
      on the Lease Commencement Date, subject to the terms of the immediately
      following Section 3.02.

    


    3.02 Delay
      in
      Commencement. Landlord shall not be liable to Tenant if Landlord shall not
      deliver possession of the Premises to Tenant on the Lease Commencement Date.
      Landlord's non-delivery of the Premises to Tenant on that date shall not affect
      this Lease or the obligations of Tenant under this Lease, and the Lease
      Commencement Date shall be postponed to the date possession of the Premises
      shall be delivered to Tenant. In such event, Landlord and Tenant shall execute
      an amendment to this Lease prepared by Landlord, setting forth the Lease
      Commencement Date and expiration date of this Lease. Failure to execute such
      amendment shall not affect the Lease Commencement Date and expiration date
      of
      this Lease.

    


    3.03 Early
      Occupancy. If
      possession of the Premises has been tendered to Tenant by Landlord after the
      Date of this Lease, but prior to the Lease Commencement Date (without any
      obligation of Landlord to do so), then Tenant may, but shall not be obligated
      to, accept the same and take occupancy of the Premises prior to the Lease
      Commencement Date. If Tenant shall occupy the Premises prior to the Lease
      Commencement Date, then Tenant's occupancy of the Premises shall be subject
      to
      all of the provisions of this Lease (including, without limitation, the
      provisions of Section 4.02 hereof), provided, however, that early occupancy
      of
      the Premises shall not advance the Rent Commencement Date or the expiration
      date
      of this Lease. 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    3.04 Holding
      Over. Tenant shall vacate the Premises upon the expiration or earlier
      termination of this Lease. If
      Tenant
      shall hold over in the Premises for greater than 30 days at the expiration
      or
      earlier termination of the Lease Term, then Tenant
      shall reimburse Landlord for and indemnify Landlord against all direct,
      indirect, and consequential damages, costs, liabilities and expenses, including
      reasonable attorneys' fees, that are proximately caused by, and which Landlord
      shall incur on account of, Tenant's delay in so vacating the
      Premises. If
      Tenant
      shall not vacate the Premises upon the expiration or earlier termination of
      this
      Lease, the Base Rent shall be increased as follows: (a) for the first thirty
      (30) days following expiration or termination, to 150% of the Base Rent then
      payable immediately prior to such expiration or termination; (b) for the next
      following thirty (30) days, to 200% of such Base Rent, and (c) thereafter,
      to
      250% of the Base Rent the payable immediately prior to such expiration or
      termination. In all events, Tenant's obligation to pay Additional Rent shall
      continue. Nothing herein shall limit any of Landlord's rights or Tenant's
      obligations arising from Tenant's failure to vacate the Premises, including,
      without limitation, Landlord's right to repossess the Premises and remove Tenant
      therefrom at any time after the expiration or earlier termination of this
      Lease
      and
      Tenant's obligation to reimburse and indemnify Landlord as provided in the
      preceding sentence.

    


    3.05 Options
      to Extend. (a) Tenant
      shall have two (2) options to extend the Term of this Lease (the “Options to
      Extend”) for successive periods of seven (7) years each (each, an “Extension
      Period”), subject to and on the terms set forth herein. Tenant may only exercise
      the Options to Extend with respect to the entire Premises. If Tenant shall
      desire to exercise either Option to Extend, it shall give Landlord a notice
      (the
“Inquiry Notice”) of such desire not sooner than twenty-four (24) months, nor
      later than fifteen (15) months prior to the expiration of the Initial Term
      of
      this Lease or the preceding Extension Period, as the case may be. Landlord
      shall
      thereafter, but in any event not later than fourteen (14) months prior to the
      expiration of the Initial Term or Extension Period, as the case may be, deliver
      its good faith proposal of the Base Rent for the applicable Extension Period,
      and Landlord and Tenant shall thereafter discuss and attempt to reach mutual
      agreement on Base Rent for the applicable Extension Period, and if Landlord
      and
      Tenant shall have reached agreement on the same, Tenant shall be deemed to
      have
      exercised its Option to Extend and the agreed upon rental rate(s) shall be
      deemed the Base Rent for the applicable Extension Period for all purposes.
      If
      Landlord and Tenant shall have failed to have reached agreement upon the Base
      Rent for the applicable Extension Period as set forth above on or before the
      date which is twelve (12) months prior to the expiration of the Initial Term
      of
      this Lease, or the preceding Extension Period, as applicable (such date, the
      “Exercise Date”), then Tenant may exercise each Option to Extend by giving
      Landlord irrevocable written notice (the “Exercise Notice”) of its election to
      do so not later than  the Exercise Date, whereupon the Base Rent for such
      Extension Period shall be determined in accordance with Section 3.05(b) (after
      following the procedure for determining the “Fair Market Rent” as provided in
      Section 3.05(e) below). Time is of the essence as to the observance of all
      dates
      and performance of all obligations of Tenant as set forth herein, and if Tenant
      fails to timely give either the Inquiry Notice or the Exercise Notice to
      Landlord with respect to any Option to Extend, at the sole election of Landlord,
      Tenant shall be conclusively deemed to have waived such Option to Extend
      hereunder.

    


    (b) Absent
      the timely mutual agreement of Landlord and Tenant regarding the same as set
      forth above, For purposes of this Section 3.05, the Base Rent for an Extension
      Period shall mean the greater of either (i) the Base Rent payable under this
      Lease for the last full 12-month period of the expiring Initial Term or
      Extension Period, as applicable, or (ii) ninety-five percent (95%) of the of
      the
      fair market rental value for the Premises without taking into consideration
      the
      value of any improvements specific to Tenant’s use of the Premises and paid for
      by Tenant which would be removed from the Premises upon expiration of the Lease,
      and shall take into account all other relevant factors in the Relevant Market,
      including the duration of, and market escalations in rent to be realized over,
      the seven (7) year term of the applicable Extension Period (hereinafter, the
      “Fair Market Rent”), determined in accordance with Section 3.05(e) below. The
      determination of the Fair Market Rent shall not be diminished by any imputed
      savings by Landlord on leasing brokerage commissions and/or tenant improvement
      costs, it being hereby agreed that said savings are already taken into account
      in the agreement of the parties to accept 95% of such Fair Market Rent as the
      potential applicable base rental rate for the Extension Period. 

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (c) Notwithstanding
      any contrary provision of this Lease, each Option to Extend and any exercise
      by
      Tenant thereof shall be void and of no force or effect unless on the dates
      Tenant gives Landlord its Inquiry Notice and Exercise Notice for each Option
      to
      Extend and on the date of commencement of each Extension Period (i) this Lease
      is in full force and effect, (ii) there is no uncured Event of Default of Tenant
      under this Lease, (iii) Tenant has not assigned this Lease (or agreed to assign
      this Lease) or subleased (or agreed to sublease) more than forty percent (40%)
      of the Premises, in either case to any person or entity other than an Affiliate
      of Tenant.

    


    (d) All
      of
      the terms, provisions, covenants, and conditions of this Lease shall continue
      to
      apply during each Extension Period, except that (i) the Base Rent during each
      Extension Period (the “Extension Rent”) shall be equal to the Base Rent for the
      Premises determined in accordance with Subsection (b) above and the procedure
      set forth in Subsection (e) below and (ii) Tenant shall not have any other
      Options to Extend.

    


    (e) If
      necessary pursuant to the foregoing provisions of this Section 3.05, the “Fair
      Market Rent” for the Premises for each Extension Period shall be determined by
      appraisal in the manner set forth below. Tenant shall by notice to Landlord
      within thirty (30) days following the Exercise Date appoint a commercial real
      estate broker having at least ten (10) years experience in the
      commercial/industrial leasing market in the Western and/or Northern suburban
      areas of Boston, Massachusetts (an “Appraiser”). Within five (5) days
      thereafter, Landlord shall by notice to Tenant appoint a second Appraiser.
      Each
      Appraiser shall determine the Fair Market Rent for the applicable Extension
      Period (as described in Section 3.05(b) above) within thirty (30) days after
      Landlord’s appointment of the second Appraiser. On or before the expiration of
      such thirty (30) day period, the two Appraisers shall confer to compare their
      respective determinations of the Fair Market Rent. If the difference between
      the
      amounts so determined by the two Appraisers is less than or equal to ten percent
      (10%) of the lower of said amounts, then the final determination of the Fair
      Market Rent shall be equal to the average of said amounts. If such difference
      between said amounts is greater than ten percent (10%), then the two Appraisers
      shall have ten (10) days thereafter to appoint a third Appraiser (the “Third
      Appraiser”), who shall not have represented either Landlord or Tenant during the
      preceding five years and shall be instructed to determine the Fair Market Rent
      for the applicable Extension Period within thirty (30) days after its
      appointment by selecting one of the amounts determined by the other two
      Appraisers which such Third Appraiser believes is closer to such Third
      Appraiser’s determination of the Fair Market Rent of the Premises for such
      Extension Period. If the two Appraisers are unable to agree upon the Third
      Appraiser within such ten (10) day period, such Third Appraiser shall be
      appointed by the then President of the Greater Boston Real Estate Board upon
      request of either Landlord or Tenant. Each party shall bear the cost of the
      Appraiser selected by such party. The cost for the Third Appraiser, if any,
      shall be shared equally by Landlord and Tenant. Each Appraiser and Landlord
      shall be given reasonable access to the Premises for purposes of determining
      Fair Market Rent.

     

    ARTICLE
      FOUR - RENT

    


    4.01 Base
      Rent. (a) Commencing on the Rent Commencement Date, and thereafter on the first
      day of each month during the Lease Term, Tenant shall pay to Landlord the Base
      Rent at the rates set forth on Exhibit B hereto in lawful money of the United
      States, in advance and without offset, deduction, or prior demand
      except
      as otherwise expressly provided herein.
      Notwithstanding the foregoing, Tenant shall pay the Base Rent payable for the
      first full month of the Term simultaneously with its execution of this Lease.
      In
      addition, on the date this Lease is executed by both parties, Tenant shall
      deliver to Landlord the Tenant Stock and Warrant, which the parties hereby
      acknowledge is a material factor in Landlord’s decision to enter into this Lease
      upon the terms set forth herein.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (b)
      The
      Base Rent shall be payable at Landlord's address or at such other place or
      to
      such other person as Landlord may designate in writing from time to time. Base
      Rent for any partial months during the Lease Term shall be prorated on a daily
      basis.

    


    (c)
      Except as expressly set forth to the contrary in this Lease, Tenant’s obligation
      to pay Base Rent, Additional Rent, and any and all other obligations of Tenant
      to be performed hereunder shall not be discharged or otherwise affected by
      reason of the application of any law or regulation now or hereafter applicable
      to the Premises, or any other restriction of or interference with the use
      thereof by Tenant, or any damage to or destruction of the Premises by casualty
      or taking, or on account of any failure by Landlord to perform any obligation
      set forth herein or otherwise, or due to any other occurrence; nor shall the
      occurrence of any of the foregoing entitle Tenant, and Tenant hereby waives
      all
      rights now or hereafter conferred by statute or otherwise, to quit, terminate
      or
      surrender this Lease or the Premises or any part thereof, or to assert any
      defense in the nature of constructive eviction to any action seeking to recover
      rent, it being understood that each and all covenants and obligations of Tenant
      set forth herein are to be faithfully observed independently of and irrespective
      of the observance by Landlord of its covenants set forth herein. 

    


    4.02 Additional
      Rent. All sums payable by Tenant under this Lease other than Base Rent shall
      be
      deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional
      Rent. Landlord shall estimate in advance and charge to Tenant the following
      costs, to be paid in advance on a monthly basis on the first calendar day of
      each month throughout the Lease Term: (i) all Real
      Property Taxes for which Tenant is liable under Sections 5.01 and 5.02 of the
      Lease (such monthly payments of Real Property Taxes shall be equal to
      one-twelfth (1/12th)
      of the
      projected annual amount of actual Real Property Taxes as reasonably estimated
      by
      Landlord based upon the most current actual tax bill for the Property, with
      an
      annual reconciliation each year following Landlord’s receipt of the final tax
      bill for such year), (ii) all insurance
      premiums for which Tenant is liable under Sections 7.10 of the Lease, and
      (iii)
      all
      Annual Charge-Offs of capital repair and replacement items for which Tenant
      is
      liable under Section 10.04 of the Lease.
      Landlord
      hereby expressly agrees that the aforesaid Real Property Taxes, insurance
      premiums and Annual Charge-Offs payable by Tenant under this Lease shall be
      the
      actual charges for the same without any management fee or administrative
      overhead or similar mark-up (other than the interest factor applicable to Annual
      Charge-Offs as provided in Section 10.04). In addition to its obligation to
      pay
      Base Rent, Taxes, and Insurance Costs, Tenant is required hereunder to pay
      directly to suppliers, vendors, carriers, contractors, etc. certain insurance
      premiums, utility costs, personal property taxes, maintenance and repair costs
      and other expenses, collectively "Additional Expenses." If Landlord pays for
      any
      Additional Expenses either
      because Tenant has failed to make such payment after notice of the need therefor
      from Landlord or because Landlord is specifically authorized under
      the
      terms of this Lease
      to pay
      such Additional Expenses,
      Tenant’s obligation to reimburse such costs shall be an Additional Rent
      obligation payable in full with the next monthly Rent payment due after receipt
      by Tenant of an invoice therefor. Unless this Lease provides otherwise, from
      and
      after the Rent Commencement Date, Tenant shall pay all Additional Rent then
      due
      with the next monthly installment of Base Rent.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    4.03 Late
      Charge. Tenant hereby acknowledges that late payment by Tenant to Landlord
      of
      Rent and other amounts due hereunder will cause Landlord to incur costs not
      contemplated by this Lease, the exact amount of which will be extremely
      difficult to ascertain. Such costs include, but are not limited to, processing
      and accounting charges, and late charges which may be imposed on Landlord by
      the
      terms of any loan secured by the Building. Accordingly, if any installment
      of
      Rent or any other sums due from Tenant shall not be received by Landlord within
      five (5) days following the due date, Tenant shall pay to Landlord a late charge
      equal to five percent (5%) of such overdue amount,
      provided, however, that so long as Tenant shall not have been more than five
      (5)
      days late in its payment of any Rent or other sum to Landlord during the
      immediately preceding twelve (12) months of the Lease Term, Tenant shall have
      ten (10) days to pay such Rent or other amount due Landlord without paying
      any
      late charge as provided above.
      The
      parties hereby agree that such late charge represents a fair and reasonable
      estimate of the costs Landlord will incur by reason of late payment by Tenant.
      Acceptance of such late charge by Landlord shall in no event constitute a waiver
      of Tenant's default with respect to such overdue amount, nor prevent Landlord
      from exercising any of the other rights and remedies granted
      hereunder.

    


    4.04 Interest.
      Any Rent or other amount due to Landlord, if not paid within
      five (5) days after
      the
      due
      date,
      shall
      bear interest from the date due until paid at the rate
      of
      fifteen percent (15%) per annum,
      provided, however, that so long as Tenant shall not have been more than five
      (5)
      days late in its payment of any Rent or other sum to Landlord during the
      immediately preceding twelve (12) months of the Lease Term, Tenant shall have
      ten (10) days to pay such Rent or other amount due Landlord without paying
      any
      default interest as provided above,
      and
      provided further, that interest shall not be payable on late charges incurred
      by
      Tenant nor on any amounts upon which late charges are paid by Tenant to the
      extent such interest would cause the total interest to be in excess of that
      legally permitted. Payment of interest shall not excuse or cure any default
      hereunder by Tenant.

     

    ARTICLE
      FIVE - PROPERTY TAXES

    


    5.01 Real
      Property Taxes. Tenant shall pay to Landlord, as Additional Rent, all Real
      Property Taxes on the Property payable with
      respect to and equitably allocable to
      the
      Lease Term. Tenant shall make such payments in accordance with Section 4.02.
      If
      Landlord shall receive a refund of any Real Property Taxes with respect to
      which
      Tenant shall have paid a
      share,
      Landlord shall refund to Tenant Tenant's share
      of such
      refund after deducting therefrom the costs and expenses incurred in connection
      therewith. Subject
      to Tenant’s payment to Landlord of Real Property Taxes and when required by this
      Section 5.01 and Section 4.02, Landlord agrees to pay such Real Property Taxes
      to the proper authorities prior to delinquency and to provide Tenant with
      evidence of such payment upon request therefor. Anything herein to the contrary
      notwithstanding, if and to the extent that the Property is not a separately
      assessed tax parcel, Landlord shall make reasonable allocation of any Real
      Property Taxes between the Property and the larger parcel of which the Property
      is a part. 

    


    
      
        
        

      

      
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    Provided
      not less than one (1) full calendar year remains in the unexpired Lease Term,
      Tenant may, subject to the reasonable approval of, and in consultation with
      Landlord, apply for any abatement of, or otherwise contest, Real Property Taxes,
      provided that the expenses of such proceedings, including, without limitation,
      any penalties, interest, late fees or charges, and attorneys’ fees incurred as a
      result thereof, shall be paid by Tenant. Landlord and Tenant shall discuss
      and
      may mutually agree upon any other tax initiatives available for the
      Property.

    


    5.02 Definition
      of "Real Property Tax". "Real Property Tax" shall mean taxes, assessments
      (special, betterment, or otherwise), levies, fees, rent taxes, excises,
      impositions, charges, water and sewer rents and charges, and all other
      government levies and charges, general and special, ordinary and extraordinary,
      foreseen and unforeseen, which are imposed or levied upon or assessed against
      the Property. Real Property Tax shall also include any and all interest and
      penalties imposed upon Landlord or the Property as a result of late payment
      by
      Landlord of such Real Property Taxes resulting from Tenant’s failure to timely
      make any payment attributable to Real Property Taxes to Landlord, and shall
      further include Landlord's reasonable costs and expenses of contesting any
      Real
      Property Tax. If at any time during the term the present system of ad valorem
      taxation of real property shall be changed so that in lieu of the whole or
      any
      part of the ad valorem tax on real property, or in lieu of increases therein,
      there shall be assessed on Landlord a capital levy or other tax on the gross
      rents received with respect to the Property or a federal, state, county,
      municipal, or other local income, franchise, excise or similar tax, assessment,
      levy, or charge (distinct from any now in effect) measured by or based, in
      whole
      or in part, upon gross rents, then all of such taxes, assessments, levies,
      or
      charges, to the extent so measured or based, shall be deemed to be a Real
      Property Tax.
      Expressly excluded from the definition of "Real Property Tax" are any income
      taxes, excess profits taxes and franchise taxes payable by Landlord.

    


    5.03 Personal
      Property Taxes. Tenant shall pay directly all taxes charged against trade
      fixtures, furnishings, equipment, inventory, or any other personal property
      belonging to Tenant. Tenant shall use its best efforts to have personal property
      taxed separately from the Property. If any of Tenant's personal property shall
      be taxed with the Property, Tenant shall pay Landlord the taxes for such
      personal property within thirty (30) days after Tenant receives a written
      statement from Landlord for such personal property taxes, with reasonable
      applicable supporting documentation from the taxing authority.

    


    ARTICLE
      SIX - UTILITIES

    


    6.01 Utilities.
      Tenant shall contract directly with the appropriate suppliers,
      for all
      electricity, natural gas, heat, cooling, energy, light, power, sewer service,
      telephone, water, refuse disposal and other utilities and similar services
      which
      Tenant now or in the future desires to be supplied to the Premises (each a
      “Utility” and collectively, “Utilities”), and shall promptly pay to such
      provider all costs for the same allocable to the period from the time Tenant
      shall first enter the Premises, throughout the Lease Term and thereafter as
      long
      Tenant shall remain in the Premises (collectively, “the Occupancy
      Period”), together with any related installation or connection charges or
      deposits (collectively "Utility Costs"). Landlord shall not be liable for
      damages, consequential or otherwise, nor shall there be any abatement of Rent
      (in whole or in part) arising out of any curtailment or interruption whatsoever
      in Utilities
      provided, however, if the delivery of any Utility to the Premises is
      discontinued for in excess of five (5) business days, such discontinuation
      is
      due solely to Landlord’s gross negligence, and such discontinuation effectively
      prohibits Tenant’s ability to conduct its business in the Premises, then
      Tenant’s Base Rent hereunder shall be equitably abated in direct proportion
      which the affected area bears to the entire Premises Rentable Area for each
      business day beyond such fifth day until such time as the Utility service is
      restored.

    


    ARTICLE
      SEVEN - INSURANCE

    


    7.01. Liability
      Insurance. During the Occupancy Period, Tenant shall maintain in effect, at
      Tenant’s direct expense, commercial general liability insurance insuring Tenant
      against liability for bodily injury, property damage (including loss of use
      of
      property) and personal injury at the Premises (including areas over which Tenant
      has rights of use, such as the Common Areas), including contractual liability.
      Such insurance shall name Landlord, and any property manager, any mortgagee,
      and
      such other parties having
      an
      interest in the Premises as
      Landlord shall reasonably request, as additional insureds. The initial amount
      of
      such insurance shall be Five Million Dollars ($5,000,000) per occurrence and
      shall be subject to reasonable periodic increases specified by Landlord based
      upon inflation, increased liability awards, recommendation of Landlord's
      professional insurance advisers, and other reasonable relevant
      factors.
      The
      liability insurance obtained by Tenant under this Section 7.01 shall (i) be
      primary and (ii) insure Tenant's contractual obligations to Landlord under
      Section 7.09 below. The amount and coverage of such insurance shall not limit
      Tenant's liability nor relieve Tenant of any other obligation under this Lease.
      Landlord may also obtain,
      at its
      sole cost and expense,
      commercial general liability insurance in an amount and with coverage determined
      by Landlord insuring Landlord against liability with respect to the Premises
      and
      the Property. The policy obtained by Landlord shall not provide primary
      insurance, shall not be contributory and shall be excess over any insurance
      maintained by Tenant.

    


    
      
        
        

      

      
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    7.02 Worker's
      Compensation Insurance. During the Occupancy Period, Tenant shall maintain
      in
      effect Worker's Compensation Insurance (including Employers' Liability
      Insurance) in the statutory amount covering all employees of Tenant employed
      or
      performing services at the Premises, in order to provide the statutory benefits
      required by the laws of the state in which the Premises are
      located.

    


    7.03 Automobile
      Liability Insurance. During the Occupancy Period, Tenant shall maintain in
      effect Automobile Liability Insurance, including but not limited to, passenger
      liability, on all owned, non-owned, and hired vehicles used in connection with
      the Premises, with a combined single limit per occurrence of not less than
      One
      Million Dollars ($1,000,000) for injuries or death of one or more persons or
      loss or damage to property.

    


    7.04 Personal
      Property Insurance. During the Occupancy Period, Tenant shall maintain in effect
      Personal Property Insurance covering (i) all leasehold improvements made by
      or
      paid for by Tenant (except as otherwise expressly provided below), (ii) all
      Tenant's personal property, equipment, and fixtures, and (iii) all personal
      property and equipment or any third party, from time to time located in, on,
      or
      at the Premises and/or on the Property, in an amount not less than 100% of
      the
      full replacement cost, without deduction for depreciation, providing protection
      against events protected under "All Risk Coverage," as well as against sprinkler
      damage, vandalism, and malicious mischief. Any proceeds from the Personal
      Property Insurance shall be used for the repair or replacement of the property
      damaged or destroyed, unless this Lease is terminated under an applicable
      provision herein. If the Premises are not repaired or restored following damage
      or destruction in accordance with other provisions herein, Landlord shall
      receive any proceeds from the Personal Property Insurance allocable to Tenant's
      leasehold improvements.

    


    7.05 Business
      Interruption Insurance. During the Occupancy Period, Tenant shall maintain
      in
      effect Business Interruption Insurance, providing in the event of damage or
      destruction of the Premises an amount sufficient to sustain Tenant for a period
      of not less than eighteen (18) months for: (i) the net profit that would have
      been realized had Tenant's business continued; and (ii) such fixed charges
      and
      expenses as must necessarily continue during a total or partial suspension
      of
      business to the extent to which they would have been incurred had no business
      interruption occurred, including, but not limited to, interest on indebtedness
      of Tenant, salaries of executives, foremen, and other employees under contract,
      charges under noncancelable contracts, charges for advertising, legal or other
      professional services, taxes and rents that may still continue, trade
      association dues, insurance premiums, and depreciation.

    


    7.06 Landlord’s
      Property and Rental Income Insurance. During the Lease Term, Landlord shall
      maintain in effect, at Tenant’s expense, all risk insurance covering loss of or
      damage to the Property in the amount of its full
      replacement
      value with such endorsements and deductibles as Landlord shall reasonably
      determine from time to time. Landlord shall have the right to obtain flood,
      earthquake, and such other insurance customarily
      carried by prudent owners of similar commercial real property in the
      greater Boston industrial property market as
      Landlord shall
      reasonably
      determine from time to time or shall be required by any lender holding a
      security interest in the Property. Such insurance shall cover Tenant's leasehold
      improvements, fixtures and Building Systems equipment (other than Tenant’s trade
      fixtures and manufuacturing equipment, which Tenant shall insure in accordance
      with Seciton 7.04 above) and building improvements installed by Tenant which
      (and only to the extent the same) are to become Landlord’s property at the end
      of the Lease Term, unless Tenant elects, by written notice to Landlord, to
      obtain insurance for such improvements, fixtures and equipment for its own
      account. During the Lease Term, Landlord shall also maintain a rental income
      insurance policy, which may be secondary to Tenant’s business interruption
      policy, with loss payable to Landlord, in an amount equal to one (1) year's
      Base
      Rent, plus estimated Real Property Taxes, and Insurance Costs for one (1) year.
      Tenant shall be liable for the payment of any deductible amount under Landlord's
      insurance maintained pursuant to this Article Seven, in an amount not to exceed
      Twenty-Five Thousand Dollars ($25,000) per occurrence. Landlord agrees that,
      upon the request of Tenant, before placing any insurance under this Section
      7.06, Landlord will obtain quotes from at least three insurance carriers (which
      quotes Tenant acknowledges Landlord shall likely obtain on a portfolio-wide
      basis) and shall place such insurance with the lowest bidder unless Landlord
      has
      a commercially reasonable objection to such lowest bidder and/or the coverage
      to
      be given by said lowest bidder.

    


    
      
        
        

      

      
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    7.07 Insurance
      During Construction. During the performance of any improvements or alterations
      in, on, and/or to the Premises, until completion thereof, Tenant shall maintain
      builder’s risk insurance on an “all risk” basis and on a completed value form,
      for full replacement value covering the interests of Landlord and Tenant (and
      their respective contractors and subcontractors), and any mortgagee in all
      work
      incorporated in the Premises and all materials and equipment on or about the
      Property.

    


    7.08 General
      Insurance Provisions.

    


    7.08
      (a)
      Any insurance which Tenant shall be required to maintain under this Lease shall
      include a provision which requires the insurance carrier to give Landlord not
      less than thirty (30) days' written notice prior to any cancellation or
      modification of such coverage.

    


    7.08
      (b)
      Prior to the earlier of Tenant's entry into the Premises or the Commencement
      Date, Tenant shall deliver to Landlord an insurance company certificate (on
      Acord Forms 25 & 28, or otherwise as applicable as determined by Landlord),
      that Tenant maintains the insurance required by Sections 7.01, 7.02, 7.03,
      7.04
      and 7.05, and prior to commencement of any construction on the Premises, Tenant
      shall deliver to Landlord a certificate of insurance evidencing such builder’s
      risk insurance as required under Section 7.07 above, and not less than thirty
      (30) days prior to the expiration or termination of any such insurance, Tenant
      shall deliver to Landlord renewal certificates therefor. Tenant shall provide
      Landlord with copies of the policies promptly upon request from time to time.
      If
      Tenant shall fail to deliver any certificate or renewal certificate to Landlord
      required under this Lease within the prescribed time period or if any such
      policy shall be canceled or modified during the Lease Term without Landlord's
      consent, Landlord may obtain such insurance, in which case Tenant shall
      reimburse Landlord, as Additional Rent, for 110% of the cost of such insurance
      within ten (10) days after receipt of a statement of the cost of such
      insurance.

    


    7.08
      (c)
      Each of Landlord and Tenant shall maintain all insurance required under this
      Lease with companies having a "General Policy Rating" of A-; VIII or better,
      (or
      its equivalent rating if subsequently changed) as set forth in the most current
      issue of the Best Key Rating Guide. 

    


    7.08
      (d)
      Landlord and Tenant, on behalf of themselves and their insurers, each hereby
      waive any and all rights of recovery against the other, the officers, members,
      partners, employees, agents, or representatives of the other and the officers,
      members, partners, employees, agents or representatives of each of the
      foregoing, for loss of or damage to its property or the property of others
      under
      its control, if such loss or damage shall be covered by any insurance policy
      in
      force (whether or not described in this Lease) at the time of such loss or
      damage. All property insurance carried by either party shall contain a waiver
      of
      such insurer’s rights of subrogation against the other party to the extent such
      right shall have been waived by the insured party prior to the occurrence of
      loss or injury. 

    


    
      
        
        

      

      
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    7.09 Indemnity.
      To
      the
      fullest extent permitted by law, Tenant hereby waives all claims against
      Landlord, its agents, advisors, employees, members, officers, directors,
      partners, trustees, beneficiaries and shareholders (each a “Landlord Party”) and
      the agents, advisors, employees, members, officers, directors, partners,
      trustees, beneficiaries and shareholders of each Landlord Party (collectively
      "the Landlord
      Indemnitees")
      for damage to any property or injury to or death of any person in, upon or
      about
      the Premises or the Property arising at any time and from any cause, and Tenant
      shall hold the
      Landlord Indemnitees
      harmless from and defend Indemnitees from and against all claims, liabilities,
      judgments, demands, causes of action, losses, damages, costs and expenses
      including reasonable attorney's fees for damage to any property or injury to
      or
      death of any person arising in or from (i) the use or occupancy of the Premises
      by Tenant or persons claiming under Tenant, except such as is caused by the
      grossly negligent
      or
      willful
      act,
      fault, omission, or other
      misconduct of Landlord, its agents, employees or contractors, or (ii) arising
      from any act or omission of Tenant, its employees, agents, contractors, or
      invitees in, upon or about the Property, or
      (iii)
      arising out of any breach or default by Tenant under this Lease. The
      foregoing shall include investigation costs and expenses incurred by Landlord
      in
      connection with any claim or demand made under this Section. Without limiting
      the foregoing, Tenant shall indemnify, defend (with counsel selected
      by Tenant who is reasonably
      acceptable
      to Landlord) and hold
      Landlord
      Indemnitees harmless from and against any claim made or action brought by any
      person or entity for damage suffered to any personal property of such person,
      which personal property was brought to the Property by Tenant in the course
      of
      its business, regardless of whether Landlord may have actually caused such
      damage, it being understood that any and all personal property (whether Tenant’s
      or of a third party) brought to the Property by Tenant shall be and remain
      there
      at Tenant’s sole risk. The provisions of this Section 7.09 shall survive the
      expiration or termination of this Lease with respect to any damage, injury,
      or
      death occurring prior to such time.

    


    7.09(b) To
      the
      fullest extent permitted by law, Landlord hereby waives all claims against
      Tenant, , employees, members, officers, directors, partners, trustees,
      beneficiaries and shareholders (collectively "the Tenant Indemnitees") for
      damage to any property or injury to or death of any person in, upon or about
      the
      Premises or the Property arising at any time from and to the extent of any
      grossly negligent or willful act, fault, omission, or other misconduct of
      Landlord or its agents, contractors or employees, and Landlord shall indemnify,
      defend (with counsel selected by Landlord who is reasonably acceptable to
      Tenant) and hold the Tenant Indemnitees harmless from and against all claims,
      liabilities, judgments, demands, causes of action, losses, damages, costs and
      expenses including reasonable attorney's fees to which the Tenant Indemnitees
      are subject on account of any grossly negligent or willful act, fault, omission,
      or other misconduct of Landlord or its agents, contractors or
      employees.

    


    7.10 Payment
      of Insurance Premiums. Landlord
      shall pay the premiums of the insurance policies maintained by Landlord under
      Section 7.06 (collectively, “Insurance Costs”), and Tenant shall reimburse
      Landlord for such Insurance Costs in accordance with Section 4.02. Tenant shall
      pay directly the premiums of the insurance policies maintained by Tenant under
      Sections 7.01, 7.02, 7.03, 7.04, 7.05, and 7.07. Landlord shall bear the cost
      of
      any liability insurance maintained by Landlord for its own benefit under Section
      7.01.

    


     

    
      
        
        

      

      
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    ARTICLE
      EIGHT - OUTSIDE AREAS

    


    8.01 Common
      Areas. As used in this Lease, "Outside Areas" shall mean all areas within the
      Property and not located within the Building, including, but not limited to,
      parking areas, driveways, sidewalks, access roads, rail tracks and beds,
      landscaping, and planted areas. 

    


    8.02 Use
      of
      Outside Areas. Tenant shall have the exclusive right to use the Outside Areas
      for the purposes for which the same are now designed and intended, subject
      to
      such reasonable rules and regulations ("Rules and Regulations") as initially
      set forth in Exhibit C and as Landlord may
      modify
      from time to time amend,
      provided that such amendments do not materially interfere with Tenant’s right of
      use and enjoyment of the Premises pursuant to this Lease. So long as Tenant
      and
      Tenant’s affiliates are occupying at least sixty percent (60%) of the rentable
      square feet in the Building, all such amendments shall be subject to Tenant’s
      prior approval, which shall not be unreasonably withheld, conditioned or
      delayed.
      Tenant
      shall abide by all such Rules and Regulations and shall use its best efforts
      to
      cause others who use the Outside Areas with Tenant's express or implied
      permission to abide by Landlord's Rules and Regulations. Landlord
      hereby agrees that Tenant shall have the right to use all of the parking spaces
      within the Building’s Parking Area and the right to designate a certain number
      of spaces for Tenant’s visitors or employees. 

     

    8.03 Outside
      Area Maintenance. Subject to Articles Eleven and Twelve hereof, Tenant shall
      maintain the Outside Areas in good order, condition, and repair at all times
      throughout the Lease Term, at Tenant’s sole cost and expense, and shall keep the
      same reasonably free of snow, ice, and debris. 

    


    ARTICLE
      NINE - USE OF PREMISES

    


    9.01 Permitted
      Uses. Tenant may use the Premises only for the Permitted Uses.

    


    9.02 Manner
      of
      Use. Tenant shall not cause or permit the Premises to be used in any way which
      shall constitute a violation
      of any
      law or ordinance, or of any restrictive covenant or other agreement presently
      burdening and applicable to the Property as of the date of this Lease (provided
      Tenant has actual knowledge of such agreement or restrictive covenant), or
      of
      any governmental regulation or order, nor shall Tenant use the Premises in
      any
      manner which shall constitute a nuisance to adjacent and nearby property owners
      and/or occupants or in any manner constitute waste. Without in any manner
      limiting the foregoing obligations or other provisions of this Lease, Landlord
      hereby represents that it is not aware of the existence of any private agreement
      or covenant encumbering the Property which would restrict or otherwise adversely
      impact Tenant’s use and enjoyment of the Property for the Permitted Uses. Tenant
      shall obtain and pay for all permits, including all building permits and/or
      certificates of occupancy and shall promptly take all actions necessary to
      comply with all applicable statutes, ordinances, notes, regulations, orders,
      covenants and requirements regulating the use by Tenant of the Premises,
      including the Occupational Safety and Health Act and the Americans With
      Disabilities Act.

    


    
      
        
        

      

      
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    9.03 Hazardous
      Materials.

    


    A. Tenant’s
      Obligations

     

    (i) Prior
      to
      executing this Lease, Tenant has completed, executed and delivered to Landlord
      a
      Hazardous Materials Disclosure Certificate ("Initial Disclosure Certificate"),
      a
      fully completed copy of which is attached hereto as Exhibit
      H
      and
      incorporated herein by this reference. Tenant covenants, represents and warrants
      to Landlord that the information on the Initial Disclosure Certificate is true
      and correct and accurately describes all Hazardous Materials (as defined below)
      which will be manufactured, treated, used or stored on or about the Premises
      by
      Tenant or Tenant's agents. Tenant shall, at such times hereafter as Tenant
      desires to manufacture, treat, use or store on or about the Premises new or
      additional Hazardous Materials which were not listed on the Initial Disclosure
      Certificate, complete, execute and deliver to Landlord an updated Disclosure
      Certificate (each, an "Updated Disclosure Certificate") describing Tenant's
      then
      current and proposed future uses of Hazardous Materials on or about the
      Premises, which Updated Disclosure Certificate shall be in the same format
      as
      that which is set forth in Exhibit
      H
      or in
      such updated format as Landlord may require from time to time. Tenant shall
      an
      Updated Disclosure Certificate to Landlord not less than thirty days prior
      to
      the date Tenant intends to commence the manufacture, treatment, use or storage
      of new or additional Hazardous Materials on or about the Premises, and Landlord
      shall have the right to approve or disapprove such new or additional Hazardous
      Materials in its sole and absolute discretion. Upon the written request of
      Landlord (not more frequently than once each year unless Landlord has reasonable
      grounds to believe that Tenant may be using new or different Hazardous
      Materials), Tenant shall deliver an Updated Disclosure Certificate or other
      evidence satisfactory to Landlord that the original Disclosure Certificate
      remains complete and accurate in all respects. Tenant shall make no use of
      Hazardous Materials on or about the Premises except as described in the Initial
      Disclosure Certificate or any Updated Disclosure Certificate or as otherwise
      approved by Landlord in writing in accordance with this Section 9.03.


    


    (ii) Tenant
      shall not cause or permit any Hazardous Material to be generated, produced,
      brought upon, used, stored, treated or disposed of in the Premises or on or
      about the Property by Tenant, its agents, employees, contractors, sublessees
      or
      invitees without (a) first notifying Landlord and delivering an Updated
      Disclosure Certificate as provided in paragraph 9.03(i) above, and (b)
complying
      with all Applicable HazMat Laws,
      including but not limited to obtaining proper permits. For purposes of this
      Lease, the term “Applicable
      HazMat Laws”,
      shall
      mean all Federal, State and Local laws or ordinances pertaining to the
      transportation, storage, use, or disposal of Hazardous Materials, and all such
      laws, rules, regulations, orders, ordinances and statutes governing the
      reporting, remediation, abatement, and/or clean-up of any release of any
      Hazardous Materials or any contamination of person, property, or the environment
      resulting therefrom. 

    


    
      
        
        

      

      
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    (iii) If
      Tenant's transportation, storage, use or disposal of Hazardous Materials on
      the
      Premises results in a release of any Hazardous Materials in or on (a “Release”),
      or the contamination (defined below) of the soil, air, or surface or
      ground)
      water or
      loss or damage to person(s) or property, then Tenant agrees to: (a) notify
      Landlord immediately of any such Release or contamination, claim of Release
      or
      contamination, loss or damage, (b) after consultation with the Landlord, clean
      up the Release and/or contamination to Landlord’s reasonable satisfaction, which
      Tenant hereby acknowledges shall be at a minimum in full compliance with all
      applicable statutes, regulations and standards and (c) indemnify, defend and
      hold Landlord harmless from and against any claims, suits, causes of action,
      costs and fees, including attorney's fees and costs, arising from or connected
      with any such Release and/or contamination, claim of contamination, loss or
      damage. Tenant agrees to fully cooperate with Landlord and provide such
      documents, affidavits and information as may be requested by Landlord (i) to
      comply with any environmental law, (ii) to comply with the request of any
      lender, purchaser or tenant, and/or (iii) for any other reason deemed necessary
      by Landlord in its sole discretion. Tenant shall notify Landlord promptly in
      the
      event of any spill or other Release of any Hazardous Material at, in, on, under
      or about the Premises, whether or not in
      any
      amount or concentrations
      required
      to be reported to a governmental authority under any Applicable
      HazMat Laws,
      will
      promptly forward to Landlord copies of any notices received by Tenant relating
      to any alleged Release, contamination, or violations of any Applicable
      HazMat Laws
      and will
      promptly pay when due any fine or assessment against Landlord, Tenant or the
      Premises relating to any Release, contamination, or violation of an Applicable
      HazMat Law
      during
      the term of this Lease. If a lien is filed against the Premises by any
      governmental authority resulting from the need to expend or the actual expending
      of monies arising from an act or omission, whether intentional or unintentional,
      of Tenant, its agents, employees or invitees, or for which Tenant is
      responsible, resulting in the releasing, spilling, leaking, leaching, pumping,
      emitting, pouring, emptying or dumping of any Hazardous Material into the waters
      or onto land or air located within or without the State where the Premises
      is
      located, then Tenant shall, within thirty (30) days from the date that Tenant
      is
      first given notice that such lien has been placed against the Premises (or
      within such shorter period of time as may be specified by Landlord if such
      governmental authority has commenced steps to cause the Premises to be sold
      pursuant to such lien) either (y) pay the claim and remove the lien, or (z)
      furnish a cash deposit, bond, or such other security with respect thereto as
      is
      satisfactory in all respects to Landlord and is sufficient to effect a complete
      discharge of such lien on the Premises. Landlord shall have the right, but
      not
      the obligation, without in any way limiting Landlord’s other rights and remedies
      under this Lease, to enter upon the Premises, or to take such other actions
      as
      it deems necessary or advisable, to investigate, clean up, remove or remediate
      any Hazardous Materials or contamination by Hazardous Materials present on,
      in,
      at, under or emanating from the Premises or the Property in violation of
      Tenant’s obligations under this Lease or under any laws regulating Hazardous
      Materials. Notwithstanding any other provision of this Lease, Landlord shall
      have the right, at its election, in its own name or as Tenant’s agent, to
      negotiate, defend, approve and appeal, at Tenant’s expense, any action taken or
      order issued by any governmental agency or authority with any governmental
      agency or authority against Tenant, Landlord or the Premises or Property
      relating to any Hazardous Materials or under any Applicable
      HazMat Laws
      or the
      occurrence of any event or existence of any condition that would cause a breach
      of any of the covenants set forth in this Section 9.03.
      If
      required by Landlord’s lender or if Landlord has reasonable grounds to believe
      that there has occurred during the term of this Lease Premises a release or
      spill of Hazardous Materials on the Premises in any amount or concentration
      requiring reporting or remediation under Applicable HazMat Laws, then
      prior
      to or
      promptly after the expiration or termination of this Lease, Landlord may require
      an environmental audit of the Premises by a qualified environmental consultant.
      Tenant shall pay the costs of such an environmental audit and shall, at it
      sole
      cost and expense, take all actions recommended in such audit to remediate any
      environmental conditions
      and/or
contamination
      for which Tenant is responsible under the terms of this Lease.
      For
      purposes of this Lease, “contamination” shall be deemed to refer to the presence
      of any Hazardous Materials in any amount or concentration that would require
      reporting or remediation under any Applicable HazMat Laws, including, without
      limitation, the Massachusetts Contingency Plan, codified at 310 CMR 40.0000
      et
      seq, as amended

    


    (iv) Landlord
      and Tenant further agree that if Tenant, in the course of doing its due
      diligence or performing the Tenant’s Work hereunder, discovers oil, asbestos or
      asbestos-containing materials or lead paint or any other Hazardous Materials
      in
      any amount or concentration that would require either reporting or remediation
      under the Massachusetts Contingency Plan, Tenant will promptly notify the
      Landlord of such discovery and will not report (except to the extent required
      by
      law) the oil, asbestos or asbestos-containing materials or lead paint or other
      Hazardous Materials or remove them from the Property or otherwise dispose of
      them without receipt from the Landlord of instructions from the Landlord and
      an
      agreement from the Landlord to be responsible, at its expense, for any testing,
      reporting, disposal, remediation and/or clean up required as a result of the
      presence on the Property of such oil, asbestos or asbestos-containing materials
      or lead point or any Hazardous Materials. Landlord hereby also acknowledges
      and
      agrees that the Tenant, by merely discovering and reporting to the Landlord
      the
      presence of such oil, asbestos or asbestos-containing materials or lead paint
      or
      any Hazardous Materials, shall have no liability whatsoever to Landlord and
      no
      obligation under this Section 9.03 or otherwise to indemnify Landlord with
      respect to such oil, asbestos or asbestos-containing materials or lead paint
      or
      any other Hazardous Materials and/or the discovery of the same. 

    


    
      
        
        

      

      
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    B. Landlord’s
      Obligations

    


    (i) Landlord
      hereby represents and warrants to Tenant that, to the best of Landlord's
      knowledge and except as disclosed in the “Phase
      1
      Environmental Site Assessment” report dated February 16, 2007, and prepared by
      EBI Consulting, a copy of which was
      previously delivered to Tenant (the“Existing
      Phase
      I
      Report”), as of the date of this Lease, there are no Hazardous Materials in, on
      or under the Premises that require any reporting,
      remediation or other response
      under Applicable HazMat Laws. In
      addition, Landlord hereby represents and warrants to Tenant that Landlord shall
      not at any time in the future during the Lease Term, during the performance
      of
      the Landlord’s work or otherwise, install or allow its contractors or agents to
      permit the installation or use of asbestos, polychlorinated biphenyl, or any
      other recognized Hazardous Materials within the Building or on the Property
      except in accordance with all Applicable HazMat Laws.

    


    (ii) Landlord
      hereby agrees to indemnify, defend, and hold Tenant harmless from and against
      any and all actions (including, without limitation, administrative actions),
      petitions, orders, claims, suits, proceedings or demands made, directly
      resulting from the
      presence or any
      release of Hazardous Materials which existed or occurred in, on or under the
      Premises on or prior to the Lease Commencement Date (a “Pre-Existing
      Condition”), including, without limitation, any Hazardous Materials present in
      the septic system tanks leaching field and related facilities on the Property,
      which shall have been decommissioned on or prior to the completion of Landlord’s
      Work, unless and except in cases where (i) Tenant was aware of such Pre-Existing
      Condition, and (ii) such Pre-Existing Condition did not require any reporting,
      remediation or other response
      under
      Applicable HazMat Laws
      as of
      the Commencement Date, and (iii) the activities and/or omissions of Tenant
      and/or Tenant Parties exacerbated such Pre-Existing Conditions so as to require
      a response with respect to the same, in
      which
      case
      (except
      as otherwise expressly provided in Section 9.03.A(iii) above),
      Tenant
      shall be solely responsible for any response so required under all Applicable
      HazMat Laws.
      In no
      event shall the foregoing indemnity render Landlord liable for any loss or
      damage to Tenant's property or business and Landlord shall in no event be liable
      for indirect or consequential damages. As of the date hereof, the Phase I
      Reports shall constitute prima facia evidence of the existence (or
      non-existence) of any and all Pre-Existing Conditions at the Property.


     

    C. As
      used
      in this Lease, the term "Hazardous Material" shall mean any flammable items,
      explosives, radioactive materials, oil, hazardous or toxic substances, material
      or waste or related materials, including any substances defined as or included
      in the definition of "hazardous substances", "hazardous wastes", "hazardous
      materials" or "toxic substances" now or subsequently regulated under any
Applicable
      HazMat Laws
      or
      regulations, including without limitation petroleum-based products, paints,
      solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia
      compounds and other chemical products, asbestos, VOCs, PCBs and similar
      compounds, and including any different products and materials which are
      subsequently found to have adverse effects on the environment or the health
      and
      safety of persons. 

    


    The
      provisions of this Section 9.03 shall survive the expiration or earlier
      termination of this Lease.

    


    9.04 Signs.
      Tenant shall have the right to install its signage on any monument sign located
      on and/or dedicated to the Property, or erect such monument sign on the Property
      if none is presently available. Tenant shall further have the right to place
      signature signage on two (2) facades of the Building. Except for the foregoing,
      Tenant not place any signs on the Property without Landlord's prior written
      consent, which consent shall not be unreasonably withheld. All signs shall
      be
      professionally prepared, and Tenant shall obtain Landlord’s prior approval as to
      the design, size, illumination, and specifications of any signs, which approval
      shall not be unreasonably withheld. Tenant shall bear all costs, expenses,
      and
      liabilities with respect to the design and installation of all signage, and
      Tenant shall not place any sign on the Property except in accordance with
      applicable law (and then only after obtaining all necessary permits and
      approvals for the same). Tenant shall remove all of its signage from the
      Property at the expiration or earlier termination of the Lease Term, at Tenant’s
      cost, and shall repair any damage resulting from such removal. 

    


    
      
        
        

      

      
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    9.05 Landlord's
      Access. Landlord or its agents may enter the Premises at reasonable times and
      upon at least twenty-four (24) hours advance notice (except in case of emergency
      in which event no prior notice shall be required but Landlord shall make
      reasonable efforts to notify Tenant) to examine the Premises, make such repairs
      and replacements as Landlord may be authorized or required to perform pursuant
      to this Lease, and show the Premises to prospective purchasers and lenders,
      and,
      during the last nine (9) months of the Term, to show the Premises to prospective
      tenants and to keep affixed in suitable places notices of availability of the
      Premises. Landlord’s right to enter the Premises in accordance with the
      foregoing shall be subject to Landlord’s obligations to protect confidential
      Tenant information (as hereinafter described); and in order to ensure the safety
      of Tenant’s employees and Landlord and its agents, Tenant shall have the right
      to require that all persons entering the Premises pursuant to the Landlord’s
      exercise of its rights under this Section 9.05 be accompanied by a
      representative of Tenant. Notwithstanding the foregoing, Landlord agrees that
      in
      the event that Landlord shows the Premises to any prospective purchaser or
      tenant, Landlord shall: (i) provide at least three (3) days’ notice to Tenant
      identifying the prospective purchaser or tenant, (ii) only show the Premises
      to
      such purchaser or tenant if Landlord believes in good faith that such person
      or
      entity is a bona fide prospective purchaser or tenant, and (iii) conduct such
      showing in compliance with such reasonable requests and instructions as Tenant
      may make for purposes of protecting Tenant’s Confidential Information. Landlord
      hereby agrees that any and all knowledge, information, data, materials, trade
      secrets, and other work product of a confidential nature gained, obtained,
      derived, produced, generated or otherwise acquired by Landlord with respect
      to
      Tenant’s business (collectively “Confidential Information”) through the exercise
      of its access rights hereunder or otherwise shall be kept confidential by
      Landlord. Landlord shall use reasonable efforts to ensure that no Confidential
      Information is revealed, divulged, communicated, related, or described to any
      person or entity by Landlord or its agents or employees without the written
      consent of Tenant, except as may be required by applicable law.

    


    


    ARTICLE
      TEN - CONDITION AND MAINTENANCE OF PREMISES

    


    10.01 Existing
      Conditions. Landlord shall deliver the Premises to Tenant on or before the
      Lease
      Commencement Date free of all material debris and personal property of any
      prior
      tenant or occupant, but otherwise in their condition as of the execution of
      the
      Lease, as-is, where-is, and with all faults, and subject to all recorded
      matters, laws, ordinances, and governmental regulations and orders, and Tenant
      hereby agrees to accept the Property and the Premises on the Lease Commencement
      Date in such condition. Landlord
      shall deliver to Tenant copies of all property condition and systems engineering
      reports in its possession (collectively, the “Property Condition Reports”)
      within ten days of the execution of this Lease, and except as set forth in
      the
      Property Condition Reports, Landlord is not aware of the existence of any latent
      defect or other condition which might materially and adversely affect the
      integrity of the structural components or Building Systems of the improvements
      on the Property. Except as otherwise expressly provided in
      this
      Lease,
      Tenant
      acknowledges that neither Landlord nor any agent of Landlord has made any
      representation as to the condition of the Property or the suitability of the
      Property for Tenant's intended use. Tenant represents and warrants that Tenant
      has made its own inspection of and inquiry regarding the condition of the
      Property and is not relying on any representations of Landlord or any Broker
      with respect thereto. 

    


    
      
        
        

      

      
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    10.02 Landlord’s
      Work. Promptly following the Lease Commencement Date, Landlord shall, at its
      sole cost and expense, commence and perform those items of general improvement
      work set forth on Exhibit
      D
      hereto
      in
      accordance with plans
      and
      specifications therefor satisfactory to Tenant in its reasonable
      judgment
      (collectively, “Landlord’s Work”). Tenant acknowledges that Landlord shall be
      performing Landlord’s Work while Tenant has possession of the Premises, and as a
      result, Tenant shall use all reasonable efforts to permit Landlord to perform
      Landlord’s Work in an efficient and expeditious manner, without undue
      interference from Tenant, its employees, agents, or contractors
      (including, without limitation, any delays or interference attributable to
      labor
      unrest or disharmony),
      and so
      long as the same does not delay or hinder the prosecution of Landlord’s Work,
      Landlord shall use all reasonable efforts to perform Landlord’s Work in such
      manner as to minimize any disruption the conduct by Tenant of its business
      in
      the Premises.
      If
      Landlord is delayed in completing Landlord’s Work through no fault of Tenant and
      such delay prevents Tenant from being able to use any portion of the Premises
      for the conduct of its business from and after the Rent Commencement Date,
      then
      Tenant shall be entitled to receive a rent credit, on a day-for-day basis,
      for
      each day thereafter until Landlord’s Work is substantially completed; such rent
      credit shall be prorated based upon the square footage of the portion of the
      Premises that Tenant is unable to use. Notwithstanding the foregoing, provided
      Landlord substantially completes Landlord’s Work on or before September 15, 2007
      (as such date may be extended by any delays attributable to Tenant and/or its
      contractors, employees, and agents) Tenant shall have no claim for any rent
      credit or abatement under this Seciton 10.02. 

    


    10.03 Tenant’s
      Repair and Maintenance Obligations. 

    


    A. Except
      to
      the extent otherwise expressly provided herein, this Lease is intended to be
      an
      absolute, triple-net lease, with Tenant assuming any and all of the normal
      every-day obligations of maintenance, repair, and operation of the Property
      from
      and after the Lease Commencement Date and thereafter throughout the duration
      of
      the Lease Term. Accordingly, subject to the provisions of Article Eleven (Damage
      or Destruction), Article Twelve (Condemnation), and except as otherwise
      expressly provided in Section 10.04 below, Tenant shall, keep the entire
      Property, including, without limitation, the roof membrane, all building
      mechanical (including heating, ventilation, and air conditioning systems),
      electrical, plumbing, and fire prevention systems (collectively, “Building
      Systems”),
      and
      interior floors, ceilings, and walls of the Building and all other improvements
      on the Property, as well as all Outside Areas of the Property, in good order,
      condition, repair, and operation. Tenant
      hereby waives the benefit of any present or future law which provides Tenant
      the
      right to withhold rent, or to terminate this Lease because of the condition
      of
      the Property or Premises.

    


    B. Except
      as
      and to the extent otherwise expressly provided in this Lease, Tenant shall
      fulfill all of Tenant's maintenance, repair, and replacement obligations under
      Section 10.03 at Tenant's sole expense. If Tenant shall fail to maintain, repair
      or replace any element of the Property as required by Section 10.03, Landlord
      may, upon ten (10) days' prior notice to Tenant (except that no notice shall
      be
      required in the case of an emergency to prevent imminent damage to the Property
      or injury to any person, or to prevent waste), enter the Premises and perform
      such maintenance or repair (including replacement, as needed) on behalf of
      Tenant. In such case, Tenant shall reimburse Landlord for one hundred and
ten
      percent
      (110%)
      of all
      costs reasonably and actually incurred by or on behalf of Landlord in performing
      such maintenance, repair or replacement immediately upon demand.

    


    
      
        
        

      

      
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    10.04 Landlord’s
      Limited Repair and Replacement Obligations. 

    


    A. Repair
      Obligations. Subject to all other terms hereof, Landlord shall be responsible
      for repairing and keeping the following elements of the Building on the Property
      in reasonably good order and condition (including, without limitation, replacing
      elements of the same as reasonably necessary), at Landlord’s sole cost and
      expense: (i) the Building foundation and slab, from the point of the
      sub-flooring and beneath, (b) the exterior walls, load-bearing interior walls
      (if any), vertical structural columns and support beams (but specifically
      excluding any obligation to paint the exterior walls of the Building or maintain
      or replace any glass, doors, or windows whether interior or exterior), (c)
      the
      joists and decking of the roof of the Building and all elements supporting
      the
      same (but specifically excluding repair of the roof membrane). Notwithstanding
      the foregoing, Tenant, and not Landlord, shall be responsible for the cost
      and
      expense of any of the foregoing repairs and replacements, if such repairs and/or
      replacements are required due to the Tenant’s (or its contractors’, employees,
      or agents’) negligence or misuse of the Premises, or other damage caused by
      Tenant’s specific use of and/or operations at the Property.

     

    B. Capital
      Repairs and Replacements.
      In the
      event that Landlord and Tenant reasonably agree that (i) due to obsolescence
      (and not negligence or misuse), the entire roof membrane and/or any material
      equipment component of any Building System reasonably requires replacement,
      or
      (ii) any law first enacted or becoming applicable to the Premises from and
      after
      the Date of Lease requires alterations or improvements to the structural
      elements of the Building (including the foundation, structural walls and
      columns, floor slabs, or roof structure) or the Building Systems, in each case
      the cost of which is properly capitalized under generally accepted accounting
      principles (“GAAP”), then, provided the reason such repairs and/or replacements
      are required is not due to the Tenant’s (or its contractors’, employees, or
      agents’) negligence or misuse of the Premises, or other damage caused by
      Tenant’s specific use of and/or operations at the Property, the cost of such
      repair or replacement shall
      be
      paid by Landlord,
      provided,
      however, that such cost (plus a reasonable interest factor
      thereon
      at the rate equal to the rate charged by the lender providing financing to
      Landlord therefor, or if Landlord is financing the cost of such capital item
      internally, at the rate equal to the interest rate yield on U.S. Treasury
      securities then having a maturity closest to the useful life of such item plus
      250 basis points)
      shall
      be amortized by Landlord over the so much of the useful life of such replacement
      or repair item as remains in the Lease Term, in accordance with GAAP
      (such
      amount, the “Annual Charge-Off”) and the Annual Charge-Off for such capital
      repair, improvement,
      or
      replacement shall be payable in equal monthly installments by Tenant to Landlord
      with Base Rent hereunder as Additional Rent, such monthly installments of any
      Annual Charge-Off to commence on the date the repair or replacement item is
      placed in service. Except for repairs, replacements and improvements caused
      by
      (i) changes in law or (ii) any negligence, misuse, willful misconduct of Tenant
      (or
      its
      contractors, employees, or agents) or other damage attributable to such parties
      and/or Tenant’s use of and/or operations on the Property or (iii) relating to
      the replacement of any Building Systems replaced, improved, upgraded and/or
      affected by Tenant (it being understood that Tenant is substantially overhauling
      many elements of such Building Systems, with the consent and approval of
      Landlord, as part of Tenant’s Initial Improvements and Alterations to prepare
      the Premises for Tenant’s occupancy),
      Tenant
      shall not be responsible for paying an Annual Charge-Off with respect to any
      capital repair, improvement or replacement made during the first three (3)
      years
      of the Initial Term without the consent of Tenant.

    


    
      
        
        

      

      
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    10.05 Alterations,
      Additions, and Improvements.

    


    10.05
      (a)
 Tenant’s
      Initial Improvements. (i) Promptly after the Lease Commencement Date occurs,
      Tenant shall, at its own cost and expense (subject to reimbursement for certain
      work from the Improvement Allowance (as defined below)), perform or cause to
      be
      performed any and all work (other than the Landlord’s Work) necessary to prepare
      the Premises for Tenant’s occupancy (the “Initial Improvements”), shall equip
      the Premises with new trade fixtures and personal property necessary or proper
      for the conduct of Tenant’s business, and shall exercise diligent efforts to
      open for business as soon thereafter as reasonably possible. Tenant’s
      performance of the Initial Improvements shall be in accordance with and subject
      to the terms and provisions of this Lease, including without limitation, the
      terms and provisions set forth at Exhibit
      E
      hereto. Tenant’s occupancy of any part of the Premises shall be conclusive
      evidence,
      that
      Tenant has accepted possession of the Premises in its then-current condition,
      and that at the time such possession was taken, the Premises and the Building
      were in a good and satisfactory condition as required by this Lease,
      subject, however, to Landlord’s obligation to complete the Landlord’s
      Work.

    


    (ii) Landlord
      agrees to pay to Tenant a contribution toward the cost of
      the
construction
      of Tenant’s
      headquarters business offices in the Premises (the “Office Space”) and the cost
      of construction of an elevator, upgrades to the Building’s electrical system and
      upgrades to the Building’s life safety systems, which Office Space, elevator and
      upgrades shall be constructed as part of the Initial Improvements, in an amount
      not to exceed One Million Four Hundred Thirty Thousand ($1,430,000.00) Dollars,
      in accordance with and subject to the requirements and conditions of this 10.05
      and Exhibit
      E
      hereto
      (such contribution, the “Improvement Allowance”); provided that, as of the
      date(s) on which Landlord is required to make payment(s) thereof this Lease
      is
      in full force and effect and no Event of Default hereunder has occurred (and
      no
      material Event of Default would have occurred but for the passage of time,
      the
      giving of notice, or both). Landlord shall have no obligation to advance the
      Improvement Allowance or any portion thereof for so long as any Event of Default
      is outstanding under this Lease, and in the event this Lease is terminated
      for
      an Event of Default, Tenant shall have no right to any balance of such
      Improvement Allowance remaining unadvanced as of such date, and further, all
      amounts theretofore advanced to Tenant from the Improvement Allowance as of
      such
      date shall be repaid to Landlord upon demand.
      Landlord
      agrees to pay the Improvement Allowance to Tenant in four (4) separate
      installments of $357,500 each, as the Office Space improvements are being
      constructed, within thirty (30) days following receipt of all of the following
      items: (i) a written reimbursement request therefor from Tenant accompanied
      by
      evidence, reasonably satisfactory to Landlord, of the cost of the work for
      which
      the installment of the Improvement Allowance is being requested; (ii) a
      certification from Tenant and any architect employed by Tenant in the design
      and
      construction of the Office Space that such work has been completed and installed
      in the Premises, in accordance with the plans
      and
      specifications and budget for the same previously approved by Landlord and
      all
      applicable codes and law, (iii) a current partial waiver and subordination
      of
      lien under Massachusetts General Laws Chapter 254, Section 32 from each of
      Tenant’s contractor and/or any and all subcontractors certifying that they have
      been previously paid by Tenant for all work installed in the Premises as of
      the
      date of such request, and (iv) any other reasonable documentation required
      by
      Landlord or its mortgagee.

    


    
      
        
        

      

      
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    10.05
      (b) Tenant's
      Work. The provisions of this Section 10.05 shall apply to the Initial
      Improvements (defined below) as well as any subsequent work Tenant wishes to
      perform during the Lease Term. Tenant shall not make the Initial Improvements
      or
      any subsequent installations, alterations, additions, or improvements
      (collectively, “Alterations”) in or to the Premises, including, without
      limitation, any perforations or apertures in the walls, partitions, ceilings,
      roof, or floors, without on each occasion obtaining the prior written consent
      of
      Landlord, which consent shall not be unreasonably withheld or conditioned.
      Landlord hereby approves the aspects of the Initial Improvements depitcted
      and
      described on Exhibit E hereto, subject however, to Landlord’s right to review
      and approve (or reasonably deny or condition such approval, as provided herein)
      the plans and specifications and budget therefor. Notwithstanding any provision
      in the Section 10.05 or elsewhere in this Lease to the contrary, Tenant may,
      without the need of any prior approval of, but upon prior notice to, Landlord
      to
      make any Alterations in or to the Premises that do not require issuance of
      a
      building permit or that cost less that $25,000.00 in any one instance, provided
      that such Alterations do not affect the structural integrity of the Building,
      the watertightness of the roof membrane or the integrity of the Building
      Systems. Any Alterations so approved by Landlord shall be performed only in
      accordance with plans and specifications therefor previously approved by
      Landlord, which approval shall similarly not be unreasonably withheld or
      conditioned. Landlord agrees that within fifteen (15) business days of its
      receipt a written request from Tenant seeking Landlord’s approval of specific
      Alterations and the plans and specifications therefor, Landlord shall notify
      Tenant in writing whether it has approved such Alterations or the respects
      in
      which it does not approve such Alterations. If Landlord fails to respond to
      any
      such written request for approval of any specific Alterations within twenty
      (20)
      business days after receipt of such request (after receiving a second notice
      from Tenant), Landlord shall be deemed to have approved such Alterations. Tenant
      shall procure at Tenant's sole expense all necessary permits and licenses before
      undertaking any work on the Premises and shall perform all such work in a good
      and workmanlike manner employing new materials of first quality (appropriate
      for
      a manufacturing and distribution facility) and in conformance with all
      applicable zoning, building, fire, health and other codes, regulations,
      ordinances and laws and with all applicable requirements of Landlord’s property
      insurer. If requested by Landlord, Tenant shall furnish to Landlord prior to
      commencement of any such Alteration a bond or other security acceptable to
      Landlord assuring that any work by Tenant will be completed in accordance with
      the approved plans and specifications and that all subcontractors will be paid.
      Landlord hereby approves Skanska USA Building, Inc. as Tenant’s general
      contractor for the Initial Improvements. Tenant shall employ for such work
      only
      contractors approved by Landlord and shall require all contractors employed
      by
      Tenant to carry worker's compensation insurance in accordance with statutory
      requirements and commercial general liability insurance covering such
      contractors on or about the Premises with a combined single limit not less
      than
      $2,000,000 and shall submit certificates evidencing such coverage to Landlord
      prior to the commencement of such work. Tenant shall indemnify and hold harmless
      Landlord from all injury, loss, claims or damage to any person or property
      occasioned by or growing out of such work. Landlord hereby approves Skanska
      USA
      Building, Inc. as Tenant’s general contractor for the Initial Improvements.
      Landlord may inspect the Alterations and any other work of Tenant at reasonable
      times in accordance with and subject to Section 9.05 above and given notice
      of
      observed defects. Upon completion of any such Alteration, Tenant shall provide
      Landlord with "as built" plans, copies of all construction contracts and proof
      of payment for all labor and materials.

    


    10.05
      (c)
      No Liens. Tenant shall pay when due all claims for labor and material furnished
      to the Premises and shall at all times keep the Property free from liens for
      labor and materials. Tenant shall give Landlord at least twenty (20) days'
      prior
      written notice of the commencement of any work on the Premises, regardless
      of
      whether Landlord's consent to such work is required. 

    


    
      
        
        

      

      
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    10.06 Condition
      upon Termination. Upon the expiration or termination of this Lease, Tenant
      shall
      surrender the Premises to Landlord broom clean and in the condition which Tenant
      shall have been required to maintain the Premises under this Lease. Tenant
      shall
      not be obligated to repair any damage, however, which Landlord is required
      to
      repair under Article Eleven (Damage or Destruction). Subject to the following
      provisions of this Section 10.06, Landlord may require Tenant to remove any
      Alterations (whether or not made with Landlord's consent) prior to the
      expiration of the Lease and to restore the Premises to their condition prior
      to
      construction of such Alterations, all at Tenant's expense. Landlord
      hereby agrees that, notwithstanding any provision in this Section 10.06 or
      elsewhere in this Lease to the contrary, in no event shall Tenant have any
      obligation to remove those Alterations made to the Office Space as part of
      the
      Initial Improvements; and with respect to Test Pits (as defined in Exhibit
      E),
      Tenant’s only removal obligation shall be to remove the top five feet of the
      Test Pit improvements and then back fill the entire Test Pit area and restore
      the surface area around the Test Pit to substantially the same condition it
      was
      in before the Test Pit was installed (with particular attention to making the
      slab and floor around such Test Pits a cohesive and integrated part of its
      environment, with consistent structural integrity as the surrounding slab).
      With
      respect to any Alterations which require Landlord's approval, at the time such
      approval is requested, Landlord shall specify the extent to which Tenant shall,
      or shall not, be required to remove the same. Unless Landlord shall have
      otherwise specified in writing that such Alterations are to be removed at the
      end of the Lease Term,, any Alterations for which Landlord shall have granted
      its approval shall become Landlord's property upon, and shall be surrendered
      to
      Landlord at, the expiration or earlier termination of the Lease, except that
      Tenant may remove any of Tenant's trade fixtures, machinery or equipment
      required specifically for the conduct of Tenant’s business
      which
      can be removed without material damage to the Property. If Tenant shall perform
      any Alterations which do not require Landlord’s approval, then, unless Landlord
      shall have otherwise specified in writing, Landlord shall have the right, at
      its
      option, to require Tenant to remove such Alterations at the end of the Lease
      Term. Tenant shall repair, at Tenant's expense, any damage to the Property
      caused by the removal of any and all machinery or equipment, or otherwise
      occurring at the expiration or earlier termination of the Lease Term. In no
      event, however, shall Tenant remove any of the following materials or equipment
      (which shall be deemed Landlord's property), without Landlord's prior written
      consent: any power wiring or wiring panels (except for specialty power wiring
      and/or wiring panels installed by Tenant and used in its business operations
      that can be removed without impairing the integrity of the base building
      electrical system); lighting or lighting fixtures; wall coverings; drapes,
      blinds or other window coverings; carpets or other floor coverings; heaters,
      air
      conditioners or any other heating or air conditioning equipment (except for
      supplemental specialty air conditioning equipment installed by Tenant and used
      in its business operations that can be removed without impairing the integrity
      of the base building heat, ventilating and/or air-conditioning systems); fencing
      or security gates; or other similar building mechanical systems or operating
      equipment.

    


    10.07 Exemption
      of Landlord from Liability. Tenant shall insure its personal property, and
      the
      personal party of all third persons under Tenant’s care, direction, and custody,
      under an all risk full replacement cost property insurance policy as provided
      in
      Section 7.04. Landlord shall not be liable for any damage or injury to the
      person, business (or any loss of income therefrom), goods, wares, merchandise
      or
      other property of Tenant, Tenant's employees, invitees, customers or any other
      person in the Premises, or on or about the Property, whether such damage or
      injury is caused by or results from: (a) fire, steam, electricity, water, gas
      or
      rain; (b) the breakage, leakage, obstruction or other defects of pipes,
      sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures
      or any other cause; (c) conditions arising in or about Property, or from other
      sources or places; or (d) any act or omission of any other tenant of the
      Property. Tenant shall give Landlord prompt notice upon the occurrence of any
      accident or casualty at the Premises. Landlord shall not be liable for any
      such
      damage or injury even though the cause of or the means of repairing such damage
      or injury are not accessible to Tenant.

    


    
      
        
        

      

      
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    ARTICLE
      ELEVEN - DAMAGE OR DESTRUCTION

    


    11.01 Damage
      to
      Premises.

    


    11.01
      If
      the Premises shall be destroyed or rendered untenantable by fire or other
      casualty (a "Casualty"), Tenant
      shall
      immediately notify Landlord in writing upon the occurrence of such Casualty.
      In
      the event of any Casualty which renders the entire Premises or fifty percent
      (50%) or more of the floor area of the Building
      untenantable, Landlord shall obtain a written estimate from a qualified
      architect or contractor (skilled and experienced with projects similar to that
      of the required restoration of the Property) of the estimated time required
      to
      restore the Premises to their condition prior to such Casualty (the “Restoration
      Estimate”). If such architect or contractor determines that the Casualty to the
      Premises shall either (i) in the reasonable opinion of Landlord require fifteen
      (15) months or longer to repair or restore the Premises to their condition
      prior
      to such Casualty, or (ii) occur during the last eighteen (18) months of the
      Lease Term and the damage shall be estimated by such architect or contractor
      to
      require more than one hundred and eighty (180) days to repair and restore,
      either Landlord or Tenant may elect to terminate this Lease as of the date
      the
      Casualty shall have occurred, regardless of the sufficiency of any insurance
      proceeds. The party electing to terminate this Lease shall give written
      notification to the other party of such election within twenty
      (20)
      days
      after Tenant's receives notice from Landlord of the Restoration Estimate
      pertinent to the Casualty. If neither Landlord nor Tenant shall (have the right
      to or) elect to Terminate this Lease, then Landlord shall with reasonable
      promptness commence the restoration of the Premises to their condition
      immediately prior to such Casualty, and with reasonable diligence prosecute
      the
      same to completion, provided that Landlord shall have no obligation to repair
      or
      restore any Alterations made by or on behalf of Tenant, including, without
      limitation, the Initial Improvements , and upon Landlord’s completion of its
      restoration obligations hereunder, Tenant shall promptly thereafter commence
      and
      prosecute to completion any and all Alterations required to resume Tenant’s
      business operations in the Premises in a manner reasonably equivalent to those
      conducted prior to such Casualty, provided however, that to the extent Landlord
      is required to insure such Alterations per the terms of Seciton 7.06 above,
      Landlord shall make any proceeds of insurance remaining after completion of
      Landlord’s restoration obligations available to Tenant for Tenant’s restoration
      of its Initial Improvements and other Alterations so insured. Unless this Lease
      shall have been terminated pursuant to the terms hereof, Tenant shall pay
      Landlord the portion of the "deductible amount" (if any) under Landlord's
      insurance (which amount shall not exceed $25,000.00 per occurrence) allocable
      to
      the damage to the Premises and, if the damage shall have been due to an act
      or
      omission of Tenant, or Tenant's employees, agents, contractors or invitees,
      the
      difference between the actual cost of repair and any insurance proceeds received
      by Landlord.

     

    11.02 Temporary
      Reduction of Rent. If the Property shall be destroyed or damaged by Casualty
      and
      Landlord shall repair or restore the Property pursuant to the provisions of
      this
      Article Eleven, any Rent payable during the period of such damage, repair and/or
      restoration shall be reduced according to the degree, if any, to which Tenant's
      use of the Premises shall be impaired. Notwithstanding the foregoing, however,
      such reduction shall not exceed the sum of one full year's payment of Base
      Rent,
      Insurance Costs and Real Property Taxes. Except for such possible reduction
      in
      Base Rent, Insurance Costs and Real Property Taxes, Tenant shall not be entitled
      to any compensation, reduction, abatement, or reimbursement from Landlord as
      a
      result of any damage, destruction, repair, or restoration of the
      Property.

    


    11.03 Waiver.
      Notwithstanding any contrary provision of law or of this Lease, Tenant waives
      the protection of any statute, code or judicial decision which shall grant
      a
      tenant the right to terminate a lease in the event of the damage or destruction
      of the leased property and the provisions of this Article Eleven shall govern
      the rights and obligations of Landlord and Tenant in the event of any damage
      or
      destruction of or to the Property.

     

    
      
        
        

      

      
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    ARTICLE
      TWELVE - CONDEMNATION

    


    12.01 Condemnation.
      If more than twenty-five percent (25%) of the aggregate floor area of the
      Building
      on the
      Premises or more than fifty percent (50%) of the parking spaces
      (and
      which parking spaces cannot be replaced by creating parking areas elsewhere
      on
      the Property)
      shall be
      taken by eminent domain either Landlord or Tenant may terminate this Lease
      as of
      the date the condemning authority takes title or possession, by delivering
      notice to the other within ten (10) days after receipt of written notice of
      such
      taking (or in the absence of such notice, within ten (10) days after the
      condemning authority shall take title or possession). If neither Landlord nor
      Tenant shall terminate this Lease, this Lease shall remain in effect as to
      the
      portion of the Premises not taken, except that the Base Rent shall be reduced
      in
      proportion to the reduction in the floor area of the Premises. If this Lease
      shall be terminated, any condemnation award or payment shall be distributed
      solely to the Landlord. Tenant shall have no claim against Landlord for the
      value of the unexpired lease term or otherwise, but may bring a separate claim,
      in its own name, for the value of any trade fixtures lost as a result of such
      taking.

    


    


    ARTICLE
      THIRTEEN - ASSIGNMENT AND SUBLETTING

    


    13.01 Landlord's
      Consent Required. No portion of the Premises or of Tenant's interest in this
      Lease shall be acquired by any other person or entity, whether by sale,
      assignment, mortgage, sublease, transfer, operation of law, or act of Tenant,
      without Landlord's prior written consent, except as provided in Section 13.03
      below. Landlord shall have the right to grant or withhold its consent as
      provided in Section 13.04 below. Any attempted transfer without consent shall
      be
      void and shall constitute a non curable breach of this Lease.

    


    13.02 No
      Release of Tenant. No assignment or transfer shall release Tenant or change
      Tenant's primary liability to pay the Rent and to perform all other obligations
      of Tenant under this Lease. Landlord's acceptance of Rent from any other person
      shall not be a waiver of any provision of this Article Thirteen. Consent to
      one
      transfer shall not be deemed a consent to any subsequent transfer or a waiver
      of
      the obligation to obtain consent on subsequent occasions. If Tenant's assignee
      or transferee shall default under this Lease, Landlord may proceed directly
      against Tenant without pursuing remedies against the assignee or transferee.
      Landlord may consent to subsequent assignments or modifications of this Lease
      by
      Tenant's transferee without notifying Tenant or obtaining its consent, and
      such
      action shall not release Tenant from any of its obligations or liabilities
      under
      this Lease as so assigned or modified.

    


    13.03 Permitted
      Transfers. Notwithstanding
      the foregoing provisions of this Article 13, Landlord’s prior consent shall not
      be required for any assignment of this Lease or
      any
      sublease of all or any portion of the Premises to any
      of the
      following types of entities (“Permitted Transferees”):
      (a)
      an entity controlling, controlled by, or under common control with Tenant (an
      “Affiliate”), but only for such period of time as such entity remains an
      Affiliate of Tenant, it being agreed that the subsequent transfer of control
      (meaning not less than 30%
      of the
      outstanding ownership interests as well as the legal ability to direct the
      actions and voting of such entity), or any other transaction(s) having the
      overall effect that such entity ceases to be an Affiliate of Tenant, shall
      be
      treated as if such transfer or transaction(s) were, for all purposes, an
      assignment of this Lease to a third party not an Affiliate of Tenant governed
      by
      the provisions of Sections 13.01 and 13.04 hereof, provided that the foregoing
      shall not apply to the regular transfer and/or trading, in ordinary course,
      of
      the shares of common stock of Tenant on the NASDAQ exchange or any other
      nationally recognized securities exchange, or (b) an entity into or with which
      Tenant is merged or consolidated, or an entity which acquires all or
      substantially all of the assets or capital
      stock
      of
      Tenant, so long as: (i) such entity shall agree with Landlord to be bound by
      all
      of the obligations of Tenant hereunder; (ii) in
      the
      case of any sublease or assignment under clause (a) above, such sublease
      or
      assignment shall not relieve Tenant of any of its obligations hereunder; (iii)
      such transfer was made for and in connection with a legitimate independent
      business purpose, and not for the sole purpose of transferring this Lease,
      and
      (iv) the successor to Tenant has a tangible net worth computed in accordance
      with generally accepted accounting principles at least equal to the tangible
      net worth of Tenant immediately prior to such merger or
      consolidation.

    


    
      
        
        

      

      
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    13.04 Landlord's
      Consent. Tenant's request for consent for
      any
      sublease or assignment requiring Landlord’s consent under
      Section 13.01 shall set forth the details of the proposed sublease, assignment
      or transfer, including the name, business and financial condition of the
      prospective transferee, financial details of the proposed transaction (e.g.,
      the
      term of and the rent and security deposit payable under any proposed assignment
      or sublease), and any other information Landlord reasonably
      requires.
      Landlord shall not
      unreasonably withhold, condition or delay its
      consent,
      based on Landlord’s
      reasonable evaluation of the
      following factors: (i) the business of the proposed assignee or subtenant and
      the proposed use of the Premises; (ii) whether
      the
      net
      worth and financial condition of the proposed assignee or subtenant
      are
      adequate to enable the subtenant or assignee to meet its financial, and perform
      its other, obligations under the sublease or assignment transaction;
      and
      (iii) Tenant's compliance with all of its obligations under this
      Lease.
      If
      Tenant shall assign or sublease, the following shall apply: Tenant shall pay
      to
      Landlord as Additional Rent fifty percent (50%) of the Proceeds (defined below)
      on such transaction (such amount being Landlord's share) as and when received
      by
      Tenant, unless Landlord shall give notice to Tenant and the assignee or
      subtenant that Landlord's Share shall be paid by the assignee or subtenant
      to
      Landlord directly. Proceeds shall mean (a) all rent and all fees and other
      consideration paid for or in respect of the assignment or sublease, including
      fees under any collateral agreements less (b) (i) the rent and other sums
      payable under this Lease (in the case of a sublease of less than all of the
      Premises, allocable to the subleased premises, (ii) all costs and expenses
      directly incurred by Tenant in connection with the execution and performance
      of
      such assignment or sublease for reasonable real estate broker's commissions,
      reasonable attorney’s fees, reasonable architect and engineering fees and
      reasonable costs of renovation or construction of tenant improvements required
      under such assignment or sublease, and other third-party out-of-pocket
      transaction costs required to consummate such assignment or sublease, and (iii)
      the unamortized portion of the cost of all Alterations and improvements other
      than and excluding the Initial Improvements in and to the Premises (if assigned,
      otherwise, to the portion thereof allocable to any subleased area) made by
      and
      paid for by Tenant at its expense after completion of the Initial Improvements
      (which costs shall be reasonably substantiated by Tenant), which costs shall
      be
      recovered on a straight-line basis over the remaining months in the applicable
      Lease Term or sublease term, as applicable. Tenant shall be entitled to recover
      such reasonable costs and expenses before Tenant shall be obligated to pay
      Landlord's Share to Landlord. Tenant shall provide Landlord a written statement
      certifying all amounts to be paid from any assignment or sublease of the
      Premises within thirty (30) days after the transaction shall be signed and
      from
      time to time thereafter on Landlord's request, and Landlord may inspect Tenant's
      books and records to verify the accuracy of such statement.
      On
      written request, Tenant shall promptly furnish to Landlord copies of all the
      transaction documentation, all of which shall be certified by Tenant to be
      complete, true and correct. Tenant shall promptly reimburse Landlord for all
      reasonable
      third-party
      out-of-pocket legal
      costs and expenses incurred
      by
      Landlord in connection with a request for
      Landlord’s consent to
      a
      sublease or assignment of this Lease.

    


    ARTICLE
      FOURTEEN - DEFAULTS AND REMEDIES

    


    14.01 Covenants
      and Conditions. Tenant's performance of each of Tenant's obligations under
      this
      Lease is a condition as well as a covenant. Tenant's right to continue in
      possession of the Premises is conditioned upon such performance. Time is of
      the
      essence in the performance by Tenant of all covenants and
      conditions.

    


    14.02 Tenant
      Defaults.
      Each of the following shall be an “Event of Default” under this
      Lease:

    


    (a)
      Tenant shall fail to maintain in full force and effect any and all insurance
      coverage required under the terms of this Lease;

    


    (b)
      Tenant shall fail to pay Rent or any other sum payable under this Lease within
      five (5)
      business
      days
      after it is due, provided, however, that Tenant shall have the right to receive
      written notice of such failure and the opportunity to cure the same during
      the
      five (5) business
      days
      after receipt of such notice on two (2) occasions within any rolling consecutive
      twelve (12) month period during the Lease Term prior to Landlord’s exercise of
      any of its remedies set forth in Section 14.03 below;

    


    
      
        
        

      

      
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    (c)
      Tenant shall fail to perform any of Tenant's other obligations under this Lease
      and such failure shall continue for a period of thirty (30) days after notice
      from Landlord; provided that if completion of such performance cannot be
      reasonably obtained within thirty (30), Tenant shall not be in default if Tenant
      shall commence such performance within the thirty (30) day period and shall
      thereafter diligently pursue its completion (provided that in no event shall
      Tenant have longer than 60 days to cure any default hereunder, regardless of
      its
      nature or the amount of time reasonable to cure the same).

    


    (d)
      (i)
      Tenant shall make a general assignment or general arrangement for the benefit
      of
      creditors; (ii) a petition for adjudication of bankruptcy or for reorganization
      or rearrangement shall be filed by or against Tenant and shall not be dismissed
      within sixty (60) days; (iii) a trustee or receiver shall be appointed to take
      possession of substantially all of Tenant's assets located at the Premises
      or
      Tenant's interest in this Lease and possession shall be subjected to attachment,
      execution or other judicial seizure which shall not be discharged within sixty
      (60) days. If a court of competent jurisdiction shall determine that any of
      the
      acts described in this subsection (d) is not a default under this Lease, and
      a
      trustee shall be appointed to take possession (or if Tenant shall remain a
      debtor in possession) and such trustee or Tenant shall assign, sublease, or
      transfer Tenant's interest hereunder, then Landlord shall receive, as Additional
      Rent, the excess, if any, of the rent (or any other consideration) paid in
      connection with such assignment, transfer or sublease over the rent payable
      by
      Tenant under this Lease.

    


    14.03 Remedies.
      On the occurrence of an Event
      of
Default
      by
      Tenant, Landlord may, at any time thereafter,
      with or
      without notice or demand (except as provided in Section 14.02) and without
      limiting Landlord in the exercise of any right or remedy which Landlord may
      have:

    


    
      
        
        

      

      
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    (a)
      Terminate this Lease by written notice to Tenant or by entry, at Landlord's
      option. Tenant shall then immediately quit and surrender the Premises to
      Landlord, but Tenant shall remain liable as hereinafter provided. Following
      termination, without prejudice to other remedies Landlord may have by reason
      of
      Tenant's default or of such termination, Landlord may (i) peaceably reenter
      the
      Premises upon voluntary surrender by Tenant or remove Tenant therefrom and
      any
      other persons occupying the Premises, using such legal proceedings as may be
      available; (ii) repossess the Premises or relet the Premises or any part thereof
      for such term (which may be for a term extending beyond the Lease Term), at
      such
      rental and upon such other terms and conditions as Landlord in Landlord's sole
      discretion shall determine, with the right to make alterations and repairs
      to
      the Premises; and (iii) remove all personal property therefrom. Following
      termination, Landlord shall have all the rights and remedies of a landlord
      provided at law and in equity. The amount of damages Tenant shall pay to
      Landlord following termination shall include all Rent unpaid up to the
      termination of this Lease, costs and expenses incurred by Landlord due to such
      Event of Default and, in addition, Tenant shall pay to Landlord as damages,
      at
      the election of Landlord (if Landlord shall elect subsection (y) below, it
      may
      cease such election at any time), either (x) the discounted present value (at
      the then Federal Reserve Bank discount rate of
      the
      aggregate Rent and other charges due during the period commencing with such
      termination and ending on the expiration date of this Lease, or (y) amounts
      equal to the Rent and other charges which would have been payable by Tenant
      had
      this Lease or Tenant's right to possession not been so terminated, payable
      upon
      the due dates therefor specified herein following such termination and until
      the
      expiration date of this Lease, provided, however, that if Landlord shall re-let
      the Premises during such period, Landlord shall credit Tenant with the net
      rents
      received by Landlord from such re-letting, such net rents to be determined
      by
      first deducting from the gross rents as and when received by Landlord from
      such
      re-letting the expenses incurred or paid by Landlord in terminating this Lease,
      and the expenses of re-letting, including, without limitation, altering and
      preparing the Premises for new tenants, brokers' commissions, legal fees and
      all
      other similar and dissimilar expenses properly chargeable against the Premises
      and the rental therefrom, it being understood that any such reletting may be
      for
      a period equal to or shorter or longer than the remaining Lease Term; and
      provided, further, that (i) in the no event shall Tenant be entitled to receive
      any excess of such net rents over the sums payable by Tenant to Landlord
      hereunder and (ii) in no event shall Tenant be entitled in any suit for the
      collection of damages pursuant to this subsection (y) to a credit in respect
      of
      any net rents from a re-letting except to the extent that such net rents are
      actually received by Landlord prior to the commencement of such suit. If the
      Premises or any part thereof should be re-let in combination with other space,
      then proper apportionment on a square foot area basis shall be made of the
      rent
      received from such re-letting and of the expenses of re-letting. In calculating
      the Rent and other charges under subsection (x) above, there shall be included,
      in addition to the Rent other considerations agreed to be paid or performed
      by
      Tenant, on the assumption that all such considerations would have remained
      constant (except as herein otherwise provided) for the balance of the full
      Term
      hereby granted. Landlord shall
      in
      the event of a termination of this Lease and Tenant’s vacating the Property
      after an Event of Default, use commercially reasonable efforts to
      re-let
      the Premises or any part thereof for such rent and on such terms as it shall
      determine (including the right to re-let the Premises for a greater or lesser
      term than the Lease Term, the right to re-let the Premises as part of a larger
      area and the right to change the character or use made of the Premises). Suit
      or
      suits for the recovery of such damages, or any installments thereof, may be
      brought by Landlord from time to time at its election, and nothing contained
      herein shall be deemed to require Landlord to postpone suit until the date
      when
      the Term of this Lease would have expired if it had not been terminated
      hereunder. In lieu of any other damages or indemnity and in lieu of full
      recovery by Landlord of all sums payable under the foregoing provisions of
      this
      Section 14.03 (a), Landlord may, by notice to Tenant, at any time after this
      Lease shall be terminated under this Article Fourteen or shall be otherwise
      terminated for breach of any obligation of Tenant and before such full recovery,
      elect to recover, and Tenant shall thereupon pay, as liquidated damages, an
      amount equal to the aggregate of the Base Rent and Additional Rent due for
      the
      twelve (12) months ended immediately prior to such termination plus the amount
      of Base Rent and Additional Rent of any kind accrued and unpaid at the time
      of
      termination.

    


    (b)
      Maintain Tenant's right to possession, in which case this Lease shall continue
      in effect whether or not Tenant has abandoned the Premises. In such event,
      Landlord shall be entitled to enforce all of Landlord's rights and remedies
      under this Lease, including the right to recover the rent as it becomes
      due.

    


    (c)
      Pursue any other remedy now or hereafter available to Landlord under the laws
      or
      judicial decisions of the state in which the Property is located.

    


    
      
        
        

      

      
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    14.04 Intentionally
      Deleted

    


    14.05 Automatic
      Termination; Damages. Notwithstanding any other term or provision hereof to
      the
      contrary, this Lease shall terminate on the occurrence of any act which affirms
      the Landlord's intention to terminate the Lease as provided in Section 14.03
      hereof, including the filing of an unlawful detainer action against Tenant.
      On
      any termination, Landlord's damages for default shall include all third-party
      out-of-pocket costs
      and
      fees, including reasonable attorneys' fees,
      that
      Landlord shall
      reasonably
      incur in
      connection with the filing, commencement, pursuing and/or defending of any
      action in any bankruptcy court or other court with respect to the Lease, the
      obtaining of relief from any stay in bankruptcy restraining any action to evict
      Tenant, or the pursuing of any action with respect to Landlord's right to
      possession of the Premises. All such damages suffered (apart from Base Rent
      and
      other Rent payable hereunder) shall constitute pecuniary damages which shall
      be
      reimbursed to Landlord prior to assumption of the Lease by Tenant or any
      successor to Tenant in any bankruptcy or other proceedings.

    


    14.06 Cumulative
      Remedies. Except as otherwise expressly provided herein, any and all rights
      and
      remedies which Landlord may have under this Lease and at law and equity shall
      be
      cumulative and shall not be deemed inconsistent with each other, and any two
      or
      more of all such rights and remedies may be exercised at the same time to the
      greatest extent permitted by law.

    


    14.07 Landlord
      Default. Landlord shall not be deemed to be in default in the performance of
      any
      of its obligations hereunder unless it shall fail to commence performance of
      such obligations (and thereafter diligently prosecute the same to completion)
      and such failure to commence shall continue for a period of thirty (30) days
      following receipt of written notice from Tenant or such additional time as
      is
      reasonably required to correct any such default, after written notice has been
      given by Tenant to Landlord specifying the nature of Landlord’s alleged default.
      Landlord shall not be liable in any event for incidental or consequential
      damages to Tenant by reason of any default by Landlord hereunder, regardless
      of
      whether Landlord is notified that such damages may occur. Tenant shall have
      no
      right to terminate this Lease for any default by Landlord hereunder and no
      right, for any such default, to offset or counterclaim against any rent due
      hereunder

    


    Notwithstanding
      the foregoing, if commencement of any repairs to the Premises required to be
      made by Landlord under this Lease are not undertaken by Landlord within thirty
      (30) days after notice from Tenant (or such longer period as may be reasonably
      required in the event that any such repair cannot be commenced within said
      thirty (30) day period), and thereafter diligently prosecuted by Landlord to
      completion, Tenant shall have the right to perform such obligation of Landlord,
      but only if Tenant has given Landlord a second notice of its failure to timely
      commence repairs, and Landlord still fails to commence such repairs within
      ten
      (10) days after its receipt of such second notice from Tenant. If Tenant
      performs any such repair obligation of Landlord, Landlord shall pay to Tenant
      the reasonable cost thereof within thirty (30) days after notice from Tenant,
      provided, however, that in no event shall Tenant have the right to offset or
      deduct the amount thereof against any payment of rent due
      hereunder.

    


    If
      an
      emergency occurs where a repair is required to be done immediately in order
      to
      avoid imminent danger to persons or material damage to the Premises, Tenant
      shall have the right to self-help respecting such repair consistent with the
      immediately preceding paragraph of this Section 14.7 after giving Landlord
      only
      such notice as is reasonable under the circumstances, provided, however, that
      formal notice shall be promptly given thereafter. However, the rights of
      self-help afforded to Tenant in this Section 14.7 shall be carefully and
      judiciously exercised by Tenant, it being understood and agreed that except
      in
      the case of an emergency, Landlord shall be given sufficient opportunity to
      take
      the action required of Landlord to avoid such default, in order to avoid any
      conflict with respect to whether self-help should have been availed of by
      Tenant, or with respect to the reasonableness of the expenses incurred by
      Tenant.

    


    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    ARTICLE
      FIFTEEN - PROTECTION OF LENDERS

    


    15.01 Subordination.
      This Lease shall be automatically subordinate to any ground lease, master lease,
      deed of trust, mortgage or other security interest now or hereafter encumbering
      the Property (any and all of the foregoing, a “Mortgage”), any advances made on
      the security thereof and any renewals, modifications, consolidations,
      replacements or extensions thereof, whenever made or recorded. Tenant shall
      cooperate with Landlord and any lender or other person which shall acquire
      or
      hold a Mortgage (a “Mortgagee”), and
      Tenant shall execute such further commercially reasonable documents and
      assurances as such Mortgagee may require, provided that Tenant's obligations
      under this Lease shall not be increased in any material way (the performance
      of
      ministerial acts shall not be deemed material), and that such Mortgagee agrees
      not to disturb Tenant’s quiet enjoyment of the Premises
      and to recognize all of Tenant’s rights and options under this
      Lease,
      so long
      as Tenant is not in default of its obligations under this Lease (as the same
      may
      be amended). If any Mortgagee elects to have this Lease prior to the lien of
      its
      Mortgage and gives written notice thereof to Tenant, this Lease shall be deemed
      prior to such Mortgage whether this Lease is dated prior or subsequent to the
      date of said Mortgage or the date of recording thereof. Notwithstanding
      the foregoing, Landlord agrees to use best efforts to obtain a subordination,
      non-disturbance and attornment agreement (an “SNDA”) from its current Mortgagee
      for the benefit of Tenant in a commercially reasonable form (and Tenant hereby
      agrees that any form not materially less advantageous to Tenant than the form
      attached hereto as Exhibit
      F
      shall be considered commercially reasonable for all purposes hereunder). If
      Landlord fails to obtain an SNDA in the form required hereunder and executed
      by
      its current Mortgagee and/or ground lessor within thirty (30) following the
      date
      of this Lease, Tenant may, as its sole and exclusive remedy for such failure,
      terminate this Lease by written notice given to Landlord on or before the
      fortieth (40th)
      day
      following the date of this Lease, and thereafter this Lease shall be null and
      void and of no further force and effect following Landlord’s receipt of such
      termination notice. 

    


    15.02 Attornment.
      If Landlord's interest in the Property is acquired by any Mortgagee, or any
      purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or
      successor to Landlord's interest in the Property and recognize such transferee
      or successor as Landlord under this Lease. Tenant waives the protection of
      any
      statute or rule of law which shall give Tenant any right to terminate this
      Lease
      or surrender possession of the Premises upon the transfer of Landlord's
      interest.

    


    15.03 Signing
      of Documents. Tenant shall sign and deliver any instrument or documents
      necessary or appropriate to evidence any such attornment or subordination or
      agreement to do so.

    


    15.04 Estoppel
      Certificates. Within ten (10) days after Landlord's request, Tenant shall
      execute, acknowledge and deliver to Landlord a written statement certifying:
      (i)
      that none of the terms or provisions of this Lease have been changed (or if
      they
      have been changed, stating how they have been changed); (ii) that this Lease
      has
      not been canceled or terminated; (iii) the last date of payment of the Base
      Rent
      and other charges and the time period covered by such payment; (iv) that
      Landlord is not in default under this Lease (or if Landlord is claimed to be
      in
      default, setting forth such default in reasonable detail); and (v) such other
      information with respect to Tenant or this Lease as Landlord may reasonably
      request or which any prospective purchaser or encumbrancer of the Property
      may
      require. Landlord may deliver any such statement by Tenant to any prospective
      purchaser or encumbrancer of the Property, and such purchaser or encumbrancer
      may rely conclusively upon such statement as true and correct. If Tenant shall
      not deliver such statement to Landlord within such ten (10) day period,
      Landlord, and any prospective purchaser or encumbrancer, may conclusively
      presume and rely upon the following facts: (i) that the terms and provisions
      of
      this Lease have not been changed except as otherwise represented by Landlord;
      (ii) that this Lease has not been canceled or terminated except as otherwise
      represented by Landlord; (iii) that not more than one month's Base Rent or
      other
      charges have been paid in advance; and (iv) that Landlord is not in default
      under this Lease. In such event, Tenant shall be estopped from denying the
      truth
      of such facts.

    


    15.05 Tenant's
      Financial Condition. This
      Section 15.05 shall not apply to Tenant for so long as the common stock of
      Tenant is publicly traded on NASDAQ or any other recognized securities exchange.
      From and after the date on which Tenant’s common stock is no longer publicly
      traded, then within
      ten (10)
      days after each anniversary of the Lease Commencement Date (or at any time
      following an Event of Default hereunder), Tenant shall deliver to Landlord
      Tenant's (audited, if available) financial statements for the latest available
      two (2) fiscal years (and partial fiscal years, if available). Such financial
      statements may be delivered to Landlord's mortgagees and lenders and prospective
      mortgagees, lenders and purchasers. Tenant represents and warrants to Landlord
      that each such financial statement shall be true and accurate as of the date
      of
      such statement. All financial statements shall be confidential and shall be
      used
      only for the purposes set forth in this Lease, unless the same are otherwise
      generally available to the public or others on a non-confidential
      basis.

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    ARTICLE
      SIXTEEN - LEGAL COSTS

    


    16.01 Legal
      Proceedings. If Tenant be in breach or default under this Lease, Tenant shall
      reimburse Landlord upon demand for any third-party
      out-of-pocket costs
      or
      expenses that Landlord shall reasonably
      incur
      in
      connection with any breach or default of Tenant, as provided in this
      Section.
      Tenant
      shall also indemnify Landlord against and hold Landlord harmless from all costs,
      expenses, demands and liability, including without limitation, legal fees and
      costs, Landlord shall incur if Landlord shall become or be made a party to
      any
      claim or action (a) instituted by Tenant against any third party, or by any
      third party against Tenant, or by or against any person holding any interest
      under or using the Premises by license of or agreement with Tenant; (b) for
      foreclosure of any lien for labor or material furnished to or for Tenant or
      such
      other person; (c) otherwise arising out of or resulting from any act or
      transaction of Tenant or such other person; or (d) necessary to protect
      Landlord's interest under this Lease in a bankruptcy or similar proceeding.
      Tenant shall defend Landlord against any such claim or action at Tenant's
      expense with counsel reasonably acceptable to Landlord or, at Landlord's
      election, Tenant shall reimburse Landlord for any third-party
      out-of-pocket legal
      fees or costs Landlord shall reasonably
      incur
      in
      any such claim or action.
      In
      addition, if either Landlord or Tenant employ an attorney to enforce any of
      the
      provisions of this Lease against the other party, the non-prevailing party
      in
      any final judgment agrees to pay the other party’s reasonable expenses,
      including reasonable attorneys’ fees and expenses in or out of litigation, and,
      if in litigation, trial, appellate, bankruptcy or other proceedings, expended
      or
      incurred in connection therewith, as determined by a court of competent
      jurisdiction.

    


    16.02 Landlord's
      Consent. Tenant shall pay Landlord's reasonable third-party
      out-of-pocket fees
      and
      expenses, including, without limitation, legal, engineering and other
      consultants' fees and expenses,
      reasonably
      incurred
      in connection with Tenant's request for Landlord's consent under Article
      Thirteen (Assignment and Subletting) or in connection with any other act by
      Tenant which requires Landlord's consent or approval under this
      Lease.

    


    ARTICLE
      SEVENTEEN - MISCELLANEOUS PROVISIONS

    


    17.01 Non-Discrimination.
      Tenant agrees that it will not permit any discrimination against, or segregation
      of, any person or group of persons on the basis of race, color, sex, creed,
      national origin or ancestry in the leasing, subleasing, transferring, occupancy,
      tenure or use of the Premises or any portion thereof.

    


    17.02 Landlord's
      Liability; Certain Duties.

    


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

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    (b)
      Notice. Tenant shall give written notice of any failure by Landlord to perform
      any of its obligations under this Lease to Landlord and to any ground lessor,
      mortgagee or beneficiary under any deed of trust encumbering the Property whose
      name and address shall have been furnished to Tenant. Landlord shall not be
      in
      default under this Lease unless Landlord (or such ground lessor, mortgagee
      or
      beneficiary) shall fail to cure such non-performance within thirty (30) days
      after receipt of Tenant's notice. However, if such non-performance shall
      reasonably require more than thirty (30) days to cure, Landlord shall not be
      in
      default if such cure shall be commenced within such thirty (30) day period
      and
      thereafter diligently pursued to completion.

    


    17.03 Severability.
      A determination by a court of competent jurisdiction that any provision of
      this
      Lease or any part thereof is illegal or unenforceable shall not cancel or
      invalidate the remainder of such provision of this Lease, which shall remain
      in
      full force and effect.

    


    17.04 Interpretation.
      The captions of the Articles or Sections of this Lease are not a part of the
      terms or provisions of this Lease. Whenever required by the context of this
      Lease, the singular shall include the plural and the plural shall include the
      singular. The masculine, feminine and neuter genders shall each include the
      other, in any provision relating to the conduct, acts or omissions of Tenant,
      the term "Tenant" shall include Tenant's agents, employees, contractors,
      invitees, successors or others using the Premises with Tenant's expressed or
      implied permission. This Lease shall not, and nothing contained herein, shall
      create a partnership or other joint venture between Landlord and
      Tenant.

    


    17.05 Incorporation
      of Prior Agreements; Modifications. This Lease is the only agreement between
      the
      parties pertaining to the lease of the Premises and no other agreements shall
      be
      effective. All amendments to this Lease shall be in writing and signed by all
      parties. Any other attempted amendment shall be void.

    


    17.06 Notices.
      All notices, requests and other communications required or permitted under
      this
      Lease shall be in writing and shall be personally delivered or sent by certified
      mail, return receipt requested, postage prepaid or by a national overnight
      delivery service which maintains delivery records. Notices to Tenant shall
      be
      delivered to Tenant's Address for Notices. Notices to Landlord shall be
      delivered to Landlord’s Address for Notices. All notices shall be effective upon
      delivery (or refusal to accept delivery). Either party may change its notice
      address upon written notice to the other party.

    


    17.07 Waivers.
      All waivers shall be in writing and signed by the waiving party. Landlord's
      failure to enforce any provision of this Lease or its acceptance of Rent shall
      not be a waiver and shall not prevent Landlord from enforcing that provision
      or
      any other provision of this Lease in the future. No statement on a payment
      check
      from Tenant or in a letter accompanying a payment check shall be binding on
      Landlord. Landlord may, with or without notice to Tenant, negotiate such check
      without being bound by to the conditions of such statement.

    


    17.08 No
      Recordation. Tenant shall not record this Lease. Either Landlord or Tenant
      may
      require that a notice, short form or memorandum of this Lease executed by both
      parties be recorded. The party requiring such recording shall pay all transfer
      taxes and recording fees.

    


    17.09 Binding
      Effect; Choice of Law. This Lease shall bind any party who shall legally acquire
      any rights or interest in this Lease from Landlord or Tenant, provided that
      Landlord shall have no obligation to Tenant's successor unless the rights or
      interests of Tenant's successor are acquired in accordance with the terms of
      this Lease. The laws of the state in which the Property is located shall govern
      this Lease.

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    17.10 Corporate
      Authority; Partnership Authority. If Tenant is a corporation, each person
      signing this Lease on behalf of Tenant represents and warrants that (s)he has
      full authority to do so and that this Lease binds the corporation. Within thirty
      (30) days after this Lease is signed, Tenant shall deliver to Landlord a
      certified copy of a resolution of Tenant's Board of Directors authorizing the
      execution of this Lease or other evidence of such authority reasonably
      acceptable to Landlord. If Tenant is a partnership or limited liability company,
      each person or entity signing this Lease for Tenant represents and warrants
      that
      he or it is a general partner of the partnership or a manager or managing member
      of the company, that he or it has full authority to sign for the partnership
      and
      that this Lease binds the partnership or company and all general partners of
      the
      partnership or the company and its members. Within thirty (30) days after this
      Lease is signed, Tenant shall deliver to Landlord a copy of Tenant's recorded
      statement of partnership or certificate of limited partnership or certificate
      of
      formation or organization.

    


    17.11 Liability
      of Tenant. No individual partner, trustee, stockholder, officer, member,
      director, employee, advisors or beneficiary of Tenant or any partner, trustee,
      stockholder, officer, member, director, employee, advisor or beneficiary of
      any
      of the foregoing, shall be personally liable for the
      obligations of Tenant
      under
      this Lease and Landlord shall look solely to the corporate assets of Tenant
      in
      pursuit of its remedies upon an Event of Default hereunder,.

    


    17.12 Force
      Majeure. If Landlord can not perform any of its obligations due to events beyond
      Landlord's reasonable control, the time provided for performing such obligations
      shall be extended by a period of time equal to the duration of such events.
      Events beyond Landlord's reasonable control include, but are not limited to,
      acts of God, war, civil commotion, labor disputes, strikes, fire, flood or
      other
      casualty, shortages of labor or material, government regulation or restriction
      and weather conditions.

    


    17.13 Execution
      of Lease. This Lease may be executed in counterparts and, when all counterpart
      documents are executed, the counterparts shall constitute a single binding
      instrument. Landlord's delivery of this Lease to Tenant shall not be deemed
      to
      be an offer to lease and shall not be binding upon either party until executed
      and delivered by both parties. 

    


    17.14 Survival.
      All representations and warranties of Landlord and Tenant, and all obligation
      of
      Tenant to pay Additional Rent hereunder, shall survive the termination of this
      Lease.

    


    17.15 Examination
      of Lease. Submission of this Lease to Tenant shall not constitute an option
      to
      lease, and this Lease shall not be effective until execution and delivery by
      both Landlord and Tenant.

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    17.16 Security
      Deposit. Upon the execution of this Lease, Tenant shall deposit with Landlord
      the Security Deposit
      in the
      amount specified in Section 1.13(a),
      in the
      form of an irrevocable standby letter of credit from a national bank with
      counters in Boston, Massachusetts and otherwise in the form as shown on Exhibit
      G hereto. Upon the occurrence of an
      Event
      of Default,
      Landlord may use all or any part of the Security Deposit for the payment of
      any
      Rent or for the payment of any amount which Landlord may pay or become obligated
      to pay by reason of such default, or to compensate Landlord for any loss or
      damage which Landlord may suffer by reason of such default. Provided that,
      on
      the Reduction Date (defined below) (i) this Lease is in full force and effect,
      (ii) Tenant has not committed any monetary default at any time hereunder, (iii)
      Tenant is not then otherwise in default of any material obligation under the
      Lease on such date, and (iv) Tenant’s common stock is traded on the NASDAQ
      securities exchange and the bid price per share (adjusted for splits) of such
      common stock at the close of regular trading hours on the Reduction Date is
      equal to or greater than the per share price of said common stock on the Date
      of
      this Lease, then on the second (2nd)
      anniversary of the Rent Commencement Date (the “Reduction Date”), Tenant shall
      be entitled to provide to Landlord (and Landlord shall thereafter execute and
      deliver to Tenant, if necessary) such instruments and authorizations as may
      be
      reasonably required by the issuer of such letter of credit to reduce the face
      amount thereof to One Hundred Thousand Dollars ($100,000.00), and the amount
      of
      such Security Deposit shall remain fixed at such amount throughout the remainder
      of the Term. If any portion of the Security Deposit is used, Tenant shall within
      five (5) days after written demand therefor deposit cash with Landlord in an
      amount sufficient to restore the Security Deposit to its original amount.
      Landlord shall not be required to keep the Security Deposit separate from its
      general funds, and Tenant shall not be entitled to interest on the Security
      Deposit. In no event shall the Security Deposit be considered an advanced
      payment of Rent, and in no event shall Tenant be entitled to use the Security
      Deposit for the payment of Rent. Upon expiration or termination of this Lease
      not resulting from Tenant's default and after Tenant shall have vacated the
      Premises in the manner required by this Lease, Landlord shall pay to Tenant
      any
      balance of the Security Deposit not applied pursuant to this Section 17.16.
      Landlord shall have the right to transfer the Security Deposit to any purchaser
      of the Building, and Tenant shall cooperate with Landlord and its successor
      in
      effecting the transfer and assignment of the Security Deposit, at no cost to
      Landlord and/or its successor, in the event the Security Deposit is held in
      any
      form other than cash. Upon such transfer, Tenant shall look solely to such
      purchaser for return of the Security Deposit; and Landlord shall be relieved
      of
      any liability with respect to the Security Deposit.

    


    17.17 Limitation
      of Warranties. Landlord and Tenant expressly agree that there are and shall
      be
      no implied warranties of merchantability, habitability, suitability, fitness
      for
      a particular purpose or of any other kind arising out of this Lease, and there
      are no warranties which extend beyond those expressly set forth in this Lease.
      

    


    17.18 No
      Other
      Brokers. Tenant represents and warrants to Landlord that the Brokers are the
      only agents, brokers, finders or other parties with whom Tenant has dealt who
      may be entitled to any commission or fee with respect to this Lease or the
      Premises or the Property. Tenant agrees to indemnify and hold Landlord harmless
      from any claim, demand, cost or liability, including, without limitation,
      attorneys' fees and expenses, asserted by any party other than the Brokers
      based
      upon dealings of that party with Tenant. Landlord shall be responsible for
      compensating the Brokers based upon the terms of a separate agreement with
      each
      of Landlord’s Broker and Seller’s Broker.

    


    17.19 Tenant
      Access. Tenant shall have access to the Building and Premises twenty-four (24)
      hours per day, 365/366 days per year and during those hours that the Building
      is
      not accessible to the general public, via a security card system reasonably
      approved by Landlord. If the Building is currently served by a card access
      system, Tenant shall be entitled to use such system and request, at no cost,
      a
      sufficient number of access cards to be supplied to Tenant for its occupancy.
      

     

    17.20 Roof
      Rights. Tenant shall have the right, at no additional cost to Tenant, to install
      satellite dishes and/or antennae for Tenant’s personal use in connection with
      its primary business in the Premises (and in no event shall Tenant have the
      right to sublease or license any such space to any third party for any
      commercial purpose or profit) on the roof of the Building, subject to obtaining
      Landlord’s consent (not to be unreasonably withheld) with Landlord consent and
      all applicable municipal permits.

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    17.21 Cooperation.
      Landlord agrees that it shall, at Tenant’s expense and without any implied
      obligation of material devotion of time by Landlord without compensation
      therefor, cooperate with, support, consult with, and provide information in
      its
      possession to Tenant in seeking, applying for and obtaining any and all
      consents, permits, licenses, certificates, waivers, special permits, approvals,
      temporary and permanent certificates of occupancy and the like required, or
      deemed necessary or appropriate by Tenant, in connection with (a) Tenant’s use
      and occupancy of the Premises for the Permitted Use and/or (b) Tenant’s exercise
      of its rights and/or performance of its obligations under this Lease. Landlord
      agrees that such cooperation shall include, without limitation, the co-signing
      of applications, the providing of support and information that can reasonably
      be
      made available by the record owner of the Premises but not by other parties;
      providing letters of support or other supporting information or evidence for
      submission to hearings or proceedings before any zoning, planning, land use,
      or
      regulatory board or authority, or any license or permit-granting or permitting
      office, board or authority. 

    


    17.22
      Expansion Option. Landlord believes that the Building can, under current zoning,
      be expanded by approximately 90,000 square feet. Landlord hereby agrees that
      upon the request of Tenant from time to time, Landlord shall meet with Tenant
      to
      discuss and explore, reasonably in and good faith, any proposal by Tenant asking
      the Landlord to expand the Building for lease by Tenant.
      The
      foregoing shall not be construed as a commitment or obligation to expand the
      Building on the Premises; only as an obligation to engage in good-faith
      discussions with Tenant relating to the potential expansion of the Building
      on
      the Premises and the terms and conditions upon which the same might be agreeable
      to Landlord. Landlord also agrees that it shall not offer to expand the Building
      on the Premises for lease to any third party without first making such offer
      to
      Tenant and engaging in the good faith discussions described above.
      Notwithstanding the foregoing, in the event Landlord and Tenant’s good-faith
      discussions hereunder do not result in a mutually agreeable letter of intent
      signed by both parties, in their sole and absolute discretion, within thirty
      (30) days of the commencement of such discussions, then all obligations of
      the
      parties hereunder (if any) shall be deemed satisfied in full.

    


    17.23 Counterpart
      Signatures. This
      Lease may be executed by the parties hereto in multiple counterparts, all of
      which, when taken together, shall constitute one and the same document.
 

    


    


    [SIGNATURES
      APPEAR ON FOLLOWING PAGE]

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Lease on the respective
      dates set forth below:

    


    


    LANDLORD:

    


    GFI
      TYNGSBORO,
      LLC

    


    


    By:
      ________________________

    Steven
      E.
      Goodman, Manager

    


     

    TENANT:

    


    BEACON
      POWER CORPORATION

    a
      Delaware corporation

    


    


    By:_________________________

    Name:

    Title:
      

    


    


    By:_________________________

    Name:

    Title:

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A
      - THE PROPERTY

     

    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B
      - BASE
      RENT

    


    


    Beginning
      as of the Rent Commencement Date and thereafter throughout the Lease Term,
      Base
      Rent shall be payable by Tenant at the following rates and in the following
      amounts, for the following periods of the Lease Term, as set forth on the
      schedule below, and otherwise in accordance with all other applicable terms
      and
      conditions of this Lease:

    


    
      	
              Period

            	
              Rate

            	
              Annual
                Amount

            	
              Monthly
                Amount

            
	
              10/1/07
                - 6/30/08

            	
              $3.16/rsf

            	
              $325,000.00

            	
              $27,083.33

            
	
              7/1/08
                - 9/30/08

            	
              $6.50/rsf

            	
              $669,500.00

            	
              $55,791.67

            
	
              10/1/08
                - 9/30/09

            	
              $6.75/rsf

            	
              $695,250.00

            	
              $57,937.50

            
	
              10/1/09
                - 9/30/10

            	
              $7.00/rsf

            	
              $721,000.00

            	
              $60,083.33

            
	
              10/1/10
                - 9/30/11

            	
              $7.25/rsf

            	
              $746,750.00

            	
              $62,229.17

            
	
              10/1/11
                - 9/30/12

            	
              $7.50/rsf

            	
              $772,500.00

            	
              $64,375.00

            
	
              10/1/12
                - 9/30/13

            	
              $7.75/rsf

            	
              $798,250.00

            	
              $66,520.83

            
	
              10/1/13
                - 9/30/14

            	
              $8.00/rsf

            	
              $824,000.00

            	
              $68,666.67

            


    

    


    No
      Base
      Rent shall be payable for the portion of the Lease Term preceding the Rent
      Commencement Date.

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C
      - RULES AND REGULATIONS

    


    


    1. No
      advertisements, pictures or signs of any sort shall be displayed on or outside
      the Premises without the prior written consent of Landlord, which approval
      shall
      not be unreasonably withheld. This prohibition shall include any portable signs
      or vehicles placed within the parking lot, common areas or on streets adjacent
      thereto for the purpose of advertising or display. Landlord shall have the
      right
      to remove any such unapproved item without notice and at Tenant's
      expense.

    


    2. Tenant
      shall not park or store motor vehicles, trailers or containers outside the
      Premises after the conclusion of normal daily business activity except
on
      the Parking
      Area. Tenant will use reasonable efforts to ensure that within the Parking
      Area,
      vehicles
      shall be parked only in striped parking spaces and not in driveways or other
      locations not specifically designated for parking. Handicapped spaces shall
      only
      be used by those legally permitted to use them. 

    


    3. Intentionally
      deleted.

    


    4. Intentionally
      deleted.

    


    5. Tenant
      shall not use, keep or permit to be used or kept any flammable or combustible
      materials without proper governmental permits and approvals.

    


    6. Tenant
      shall not use, keep or permit to be used or kept food or other edible materials
      in or around the Premises in such a manner as to attract rodents, vermin or
      other pests. Tenant shall not permit cooking in or about the Premises other
      than
      in microwave ovens and in residential house-sized oven/ranges.

    


    7. Tenant
      shall not use or permit the use of the Premises for lodging or sleeping, for
      public assembly, or for any illegal or immoral purpose.

    


    8. Tenant
      shall not alter any lock or install any new locks or bolts on any door at the
      Premises without the prior written consent of Landlord, which consent shall
      not
      be unreasonably withheld. 

    


    9. Tenant
      shall park motor vehicles only in the
      Parking Areas on the Premises,
      except
      for active loading and unloading. During loading and unloading of vehicles
      or
      containers, Tenant shall not unreasonably interfere with traffic
      flow.

    


    10. Storage
      of propane tanks, whether interior or exterior, shall be in secure and protected
      storage enclosures approved by the local fire department and, if exterior,
      shall
      be located in areas specifically designated by Landlord. Safety equipment,
      including eye wash stations and approved neutralizing agents, shall be provided
      in areas used for the maintenance and charging of lead-acid batteries. Tenant
      shall protect electrical panels and building mechanical equipment from damage
      from forklift trucks.

    


    11. Tenant
      shall not disturb, solicit or canvas any occupant of any
      adjacent or nearby premises and
      shall
      cooperate to prevent same.

    


    12. Intentionally
      Deleted.

    


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

    13. No
      animals (other than seeing-eye dogs) or birds of any kind may be brought into
      or
      kept in or about the Premises.

    


    14. Machinery,
      equipment and apparatus belonging to Tenant which cause noise or vibration
      that
      may be transmitted to the structure of the Building to such a degree as to
      cause
      harm to the Building shall be placed and maintained by Tenant, at Tenant's
      expense to the extent practical, on vibration eliminators or other devices
      sufficient to eliminate the transmission of such noise and vibration. Tenant
      shall be solely responsible for any and all costs and expenses incurred by
      Landlord resulting from such excess vibrations, including without limitation,
      the cost to repair any damage to the Building structure, Building Systems,
      and
      components of the same caused by the use of such machinery, and the cost to
      replace any such damaged systems and components and to restore the Building’s
      structural integrity so compromised or impaired by the same.

    


    15. Any
      goods, including material used to store goods, delivered to the Premises of
      Tenant shall be immediately moved into the Premises to the extent possible
      or
      practicable. Any items stored outdoors and shall be stored in the Parking
      Area.

    


    16. Tractor
      trailers which must be unhooked or parked with dolly wheels beyond the concrete
      loading areas must use steel plates or wood blocks of sufficient size to prevent
      damage to the asphalt paving surfaces. No parking or storing of such trailers
      will be permitted in the auto parking areas of the industrial park or on streets
      adjacent thereto.

    


    17. Forklifts
      which operate on asphalt paving areas shall not have solid rubber tires and
      shall use only tires that do not damage the asphalt.

    


    18. Tenant
      shall be responsible for the safe storage and removal of all pallets. Pallets
      shall be stored behind screened enclosures at locations approved by the
      Landlord.

    


    19. Tenant
      shall be responsible for the safe storage and removal of all trash and refuse.
      All such trash and refuse shall be contained in suitable receptacles stored
      behind screened enclosures at locations approved by Landlord. Landlord reserves
      the right to remove, at Tenant's expense and without further notice, any trash
      or refuse left elsewhere outside of the Premises or in the industrial
      park.

    


    20. Tenant
      shall not store or permit the storage or placement of goods or merchandise
      in or
      around the common areas surrounding the Premises. No displays or sales of
      merchandise shall be allowed in the parking lots or other common
      areas.

    


    21. Tenant
      shall appoint an Emergency Coordinator who shall be responsible for assuring
      notification of the local fire department in the event of an emergency, assuring
      that sprinkler valves are kept open and implementing the Factory Mutual "Red
      Tag
      Alert" system including weekly visual inspection of all sprinkler system valves
      on or within the Premises.

    


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      D
      - LANDLORD’S WORK

    


    


    The
      “Landlord’s Work” under this Lease shall mean the following items of work to be
      performed by Landlord:

    


    


    
      	
              •     Prepare
                and prep manufacturing area ceiling, walls and columns for
                painting

            
	
              •     Paint
                ceilings white in manufacturing area (all paint to be Low VOC
                Compliant)

            
	
              •     Paint
                walls white in manufacturing area (all paint to be Low VOC
                Compliant)

            
	
              •     Paint
                columns gray in manufacturing area (all paint to be Low VOC
                Compliant)

            
	
              •     Provide
                air conditioning to the manufacturing floor areas with roof tops
                (medium/light load requiring approximately 200 tons)

            
	
              •     Trees
                trimmed, grass cut and a general cleanup of the overall landscaping
                of the
                Property

            
	
              •     Paint
                exterior front face and any other exterior façade areas that require
                attention

            
	
              •     All
                dock doors and seals in good working order, replace if
                worn.

            
	
              •     Early
                access to perform Test Pit build out and product testing during
                construction/painting.

            
	
              •     Parking
                lot repair where necessary; skim coat entire parking lot and driveway
                post
                heavy construction.

            
	
              •     Provide
                municipal water and sewer connections for the Property at a location
                within the Premises to be mutually agreed upon.

            
	
              •     Remove,
                remediate, or encapsulate any asbestos tile, mastic, or caulking
                encountered in the Premises per appropriate management plan

              in
                accordance
                with all Applicable HazMat
                Laws.

            


    

    


    


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      E
      - TENANT’S INITIAL IMPROVEMENTS

    


    Tenant
      shall construct the Office Space (which is part of the Initial Improvements
      described in this Lease) consisting of approximately 20,000 feet in the
      aggregate substantially as shown on the space plans drawn by Black Cow
      Architects, Inc., and dated July 12, 2007, which plans are attached as Exhibit
      E-1 hereto. 

    


    Tenant’s
      Initial Improvements shall also include the following, subject to Landlord’s
      approval of the plans and specifications therefor, which approval shall not
      be
      unreasonably withheld or delayed:

    


    
      	 
	
              •     Test
                pits (“Test Pits”) in floor at assigned locations - 1 place 14ft X 12ft X
                10ft deep, 2 places 10ft diameter that are outlined on the
                attached

                     
                floor plan. There shall be additional Test Pits at other locations
                within
                the Building and or on the Outside Areas that have not yet
                been

              determined.

            
	
              •     Install
                ground- mounted solar photovoltaic array.

            
	
              •     Install
                exterior equipment at the rear of the Building such as below ground
                testing pits with necessary equipment.

            
	
              •     Install
                other exterior amenities such as picnic tables and areas for recreational
                activities (volleyball, etc.)

            
	
              •     Potentially
                reduce the number of parking spaces, but not below the number required
                to
                comply with applicable zoning requirements, to

                            
                accommodate the above.

               ̈      
                Upgrade the Building’s electrical system

               ̈      
                Upgrade the Building’s life safety systems

               ̈      
                Install an elevator providing access to the second floor/

               

               

            


    

    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        F
        - FORM OF SNDA

       

      SUBORDINATION,
        NON-DISTURBANCE AND ATTORNMENT AGREEMENT

      


      This
        AGREEMENT made as of the ______ day of _____________, ________, by and between
        [Name of Tenant] a [Type of Entity] organized under the laws of the
        State of ___________________ having an address of
        ___________________________________________________________________________________________________________________________________________________________

      (hereinafter
        referred to as "Lessee") and ________________________, a _________________
        having its principal place of business at
        ____________________________(hereinafter referred to as "Mortgagee").


       

      WHEREAS,
        Mortgagee has made or is about to make a mortgage loan to
        _______________________________________ (hereinafter referred to as "Lessor"),
        secured by a Mortgage and Security Agreement dated ________ __, ______ and
        recorded prior hereto (the "Mortgage") on land owned by Lessor located at
        _______________________in __________________________ , County,
        Massachusetts (the "Premises"), upon which is situated an approximately _______
        square foot building (hereinafter referred to as the "Building"); and


       

      WHEREAS,
        Lessee has entered into a written lease dated ____________, _______ (the
        "Lease") with Lessor [, or Lessor's predecessor in title,] for a portion
        of the
        Building containing approximately ___ square feet of space (the "Demised
        Premises"), [__notice of which is [recorded with the ____________ Registry
        of
        Deeds in Book _______, Page ________] [filed with the ___________________
        Registry District of the Land Court as Document No. _______]__]. 

       

      NOW,
        THEREFORE, in consideration of the mutual covenants herein contained, Lessee
        and
        Mortgagee do hereby agree as follows: 

       

    

    1.  Lessee
      and Mortgagee hereby consent and agree that:

    


    (a)  the
      Lease
      shall be, and the same hereby is, made subordinate in each and every respect
      to
      the lien of the Mortgage and to all advances made thereunder and to all
      extensions, renewals and modifications thereof and amendments thereto;
      and

    


    (b)  any
      of
      the foregoing notwithstanding, if the interests of Lessor in the Premises shall
      be acquired by Mortgagee by reason of foreclosure of the Mortgage or other
      proceedings brought to enforce the rights of Mortgagee, by deed in lieu of
      foreclosure or by any other method, or acquired by any other purchaser or
      purchasers pursuant to a foreclosure sale (Mortgagee or such purchaser(s),
      as
      the case may be, being referred to as "Purchaser"), (i) the Lease and the
      rights
      and
      options
      of
      Lessee thereunder shall continue in full force and effect and shall not be
      terminated or disturbed, except in accordance with the terms of the Lease,
      and
      (ii) Mortgagee will not join Lessee as a party defendant in any action or
      proceeding to foreclose the Mortgage for the purpose of terminating the Lease.
      Lessee shall be bound to Purchaser, and Purchaser shall be bound to Lessee,
      under all of the terms, covenants, and conditions of the Lease for the balance
      of the term thereof remaining, and any extensions or renewals thereof which
      may
      be effected in accordance with any option therefor contained in the Lease,
      with
      the same force and effect as if Purchaser were the lessor under the Lease;
      provided that:

    


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

    
      	(i)  	
              Lessee
                is not in default, beyond the expiration of any applicable grace
                or notice
                period, under any provision of the Lease or this Agreement at the
                time
                Mortgagee exercises any such right, remedy, or
                privilege;

            


    

    


    
      	(ii)  	
              the
                Lease at that time is in force and effect according to its original
                terms
                or with such amendments or modifications as Mortgagee shall have
                approved
                as provided below;

            


    

    


    
      	(iii)  	
              Lessee
                thereafter continues to fully and punctually perform all of its
                obligations under the Lease without default thereunder beyond the
                expiration of any applicable grace or notice period;
                and

            


    

    


    
      	(iv)  	
              Lessee
                attorns to Purchaser as provided below;
                and

            


    

    


    (c)  in
      the
      event of any foreclosure of the Mortgage by Mortgagee, its successors or
      assigns, or at the request of Mortgagee at any time pursuant to the assignment
      of the Lease to Mortgagee, Lessee will recognize Mortgagee, its successors
      and
      assigns, as the new lessor under the Lease and will attorn to and continue
      to be
      bound by each and every term of the Lease; and upon such attornment, the Lease
      and the rights of Lessee shall continue in full force and effect as if it were
      a
      direct Lease between Mortgagee, or any Purchaser, and Lessee upon all of the
      terms, covenants and conditions of the Lease for the balance of the term thereof
      remaining; provided however, Mortgagee, or any Purchaser, shall not
      be:

    


    
      	(i)  	
              liable
                for any act or omission of any prior landlord (including
                Lessor)(provided,
                however, that Mortgagee or any Purchaser shall remain liable for
                repair
                and maintenance obligations of a continuing nature imposed on the
                Lessor
                under the Lease regardless of whether the need for such repair or
                maintenance first arose due to an act or omission of a prior
                landlord);
                or

            


    

    


    
      	(ii)  	
              subject
                to any offsets or defenses which Lessee might have against any prior
                landlord (including Lessor); or

            


    

    


    
      	(iii)  	
              bound
                by any rent or additional rent which Lessee might have paid for more
                than
                one (1) month in advance to any prior landlord (including Lessor);
                or

            


    

    


    
      	(iv)  	
              bound
                by any amendment or modification of the Lease made without Mortgagee's
                written consent; or

            


    

    


    
      	(v)  	
              liable
                for any security deposit or other sums held by any prior landlord
                (including Lessor) not actually received by Mortgagee;
                or

            


    

    


    
      	(vi)  	
              required
                to rebuild or repair the Building or any part thereof in the event
                of
                casualty damage to or condemnation of any material portion of the
                Building
                or the Demised Premises
                ,
                except that Mortgagee or Purchaser will comply with the insurance
                and
                condemnation restoration provisions specifically included in the
                Lease but
                only if Mortgagee or Purchaser receives the insurance or condemnation
                proceeds;
                or

            


    

    


    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    

    
      	(vii)  	
              required,
                or liable for any obligation of Lessor under the Lease, to complete
                construction of or improvements to the Demised Premises and/or the
                Building.

            


    

    


    (d)  Mortgagee
      may at any time unilaterally subordinate (or cause to be subordinated) the
      lien
      of the Mortgage on the Premises to the Lease.

    


    2.  Lessee
      hereby: (a) acknowledges receipt of notice that pursuant to an Assignment of
      Leases and Rents from Lessor, all leases and rents involving the Building,
      including the Lease of Lessee, are assigned to Mortgagee as security for its
      loan; (b) acknowledges that it has received no notice of any sale, transfer
      or
      assignment of the Lease or of rentals thereunder by Lessor, other than pursuant
      to said Assignment of Leases and Rents; and (c) agrees that it will not join
      in
      any material change or modification of the Lease, anticipate rentals thereunder
      or agree to terminate the Lease or surrender said Premises, without the prior
      written consent of Mortgagee; and

    


    3.  Lessee
      hereby agrees that upon Mortgagee's written
      demand,
      it will make all payments of rent then and thereafter due to Lessor directly
      to
      Mortgagee and not to Lessor or any independent rental agent which Lessor might
      at any time utilize,
      and in
      such case all payment of rent so made by Lessee shall be credited toward
      Lessee’s rental obligations under the Lease;
      and

    


    4.  Lessee
      hereby agrees that the interest of the Lessor in the Lease has been assigned
      to
      Mortgagee solely as security for the purposes indicated in the said instrument
      of assignment, and that, until such time as Mortgagee has taken possession
      of
      the Premises and exercised its rights under said Assignment, Mortgagee assumes
      no duty, liability or obligation whatever under the Lease, or any extension
      or
      renewal thereof, by virtue of said assignment; and

    


    5.  Lessee
      hereby: (a) agrees to notify Mortgagee, its successors and assigns, in writing
      at the notice address set forth above for Mortgagee, or at any other address
      specified in writing to Lessee, of any default on the part of Lessor under
      the
      Lease; and (b) grants to Mortgagee, its successors and assigns, the right and
      opportunity to cure any such default within the same grace period as is given
      to
      Lessor for remedying such default, plus, in each case, an additional period
      of
      thirty (30) days after the later of (i) the expiration of such grace period,
      or
      (ii) the date on which Lessee has served notice of such default upon Mortgagee,
      its successors or assigns.

    


    6.  This
      Agreement shall be binding upon and shall inure to the benefit of Lessee and
      Mortgagee and their respective heirs, executors, administrators, successors
      and
      assigns, as the case may be.

    
      
        
        

      

      
        F-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement, under seal,
      as
      of the day and year first written above.

    


    LESSEE:

    


     

    [Print
      or
      Type Name of Tenant]

     

    


    By:      

    


    Title:
            

    


    


    MORTGAGEE:

    


    ___________________________

    
 

    By:
            

    


    Title:
            


    
      
        
        

      

      
        F-4

        
          

        

      

      
        
        

      

    


    STATE
      OF


     

    COUNTY
      OF

     

    In
      _________________________, said County and State, on the ___ day of
      ________________________,
      20_____, before me personally appeared __________________________, the
      ______________________of ________________________, to me known and known by
      me
      to be the party executing the foregoing instrument and he/she acknowledged
      said
      instrument by him/her executed to be his/her free act and deed in his/her
      capacity as aforesaid and the free act and deed of
      ________________________________________.

     

     

    
      	 	 	Notary Public  
	 	 	My commission expires: 
	 	 	 


    

     

    COMMONWEALTH
      OF MASSACHUSETTS

     

    COUNTY
      OF
      SUFFOLK 

     

    In
      Boston, in said County and State, on the ___ day of ____________ 20____, before
      me personally appeared _________________, the ___________ of
      _______________, to me known and known by me to be the party executing the
      foregoing instrument and he/she acknowledged said instrument, by him/her
      executed, to be his/her free act and deed in his/her capacity as aforesaid
      and
      the free act and deed of _____________________. 

     

    
      	
            	 	Notary Public  
	 	 	My commission expires: 
	 	 	 




    
      
        
        

      

      
        F-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G
      - FORM OF LETTER OF CREDIT

    


    ON
      BEACON
      POWER CORPORATION LETTERHEAD

    


    


    DATE:
      July 13, 2007

    


    BROWN
      BROTHERS HARRIMAN & CO.

    140
      BROADWAY

    NEW
      YORK,
      NEW YORK 10005-1101

    ATTN:
      LETTER OF CREDIT DEPARTMENT

    


    PLEASE
      ISSUE AN IRREVOCABLE TRANSFERRABLE STANDBY LETTER OF CREDIT FOR OUR ACCOUNT
      AS
      PER THE ATTACHED LANGUAGE, IN THE AMOUNT OF $200,000
      TO
      INITIALLY EXPIRE ON October
      31, 2007
      IN FAVOR
      OF GFI
      Tyngsboro, LLC,
      133
      Pearl
      Street, Boston, MA 02110
      AND
Attn:
      Steven Goodman.

    


    IN
      CONSIDERATION OF YOUR ISSUING THIS CREDIT, AND OTHER LETTERS OF CREDIT ON OUR
      BEHALF FROM TIME TO TIME, WE HEREBY PLEDGE AND GRANT A SECURITY INTEREST IN
      OUR
      ASSETS HELD WITH YOU INCLUDING BUT NOT LIMITED TO OUR ACCOUNT NUMBER
      [6130389]
      AS
      COLLATERAL FOR OUR OBLIGATIONS TO YOU FOR ANY DRAWINGS UNDER THIS LETTER OF
      CREDIT AND ALL OTHER LETTERS OF CREDIT WHICH YOU SHALL FROM TIME TO TIME ISSUE
      ON OUR BEHALF AND FOR ANY EXPENSES RELATED TO THESE CREDITS.

    


    THE
      TERMS
      AND CONDITIONS OF THE LETTER OF CREDIT AGREEMENT EXECUTED BY US AND ON FILE
      WITH
      YOU ARE MADE PART OF THIS APPLICATION AND SHALL BE APPLICABLE TO THE
      CREDIT.

     

     

    


    
      	 	VERY
              TRULY YOURS,
	 	 	 
	 	 	 
	 	
              BEACON
                POWER CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              NAME: James M. Spiezio

              TITLE: CFO

            




       

       

         

    


    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    


    OUR
      LETTER OF CREDIT NO.: (AS APPLICABLE)     PAGE
      NO.:

    


    DATE:
      July 13, 2007

    


    BENEFICIARY:

    GFI
      Tyngsboro, LLC

    133
      Pearl
      Street, Boston, MA 02110

    Attn:
      Steven Goodman

    


    LADIES/GENTLEMEN:

    


    WE
      HEREBY
      ISSUE OUR IRREVOCABLE, TRANSFERRABLE STANDBY LETTER OF CREDIT NO. (AS
      APPLICABLE) IN YOUR FAVOR AT THE REQUEST AND FOR THE ACCOUNT OF BEACON POWER
      CORPORATION 234 BALLARDVALE ST WILMINGTON MA 01887-1032 UP TO AN AGGREGRATE
      AMOUNT OF $200,000
      (Two
      Hundred Thousand Dollars)
      WHICH
      IS AVAILABLE BY PAYMENT OF YOUR SIGHT DRAFT(S) DRAWN ON BROWN BROTHERS HARRIMAN
      & CO., NEW YORK BEARING THE CLAUSE: "DRAWN UNDER STANDBY LETTER OF CREDIT
      NO. (AS APPLICABLE) OF BROWN BROTHERS HARRIMAN & CO., NEW YORK" WHEN
      ACCOMPANIED BY THE FOLLOWING DOCUMENT:

    


    A
      CERTIFICATE PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OF GFI
      Tyngsboro, LLC
      STATING:
      "I/WE HEREBY CERTIFY THAT: (I) THE DRAFT ACCOMPANYING THIS CERTIFICATE IN THE
      AMOUNT OF _______________________ REPRESENTS AN AMOUNT PRESENTLY DUE AND OWING
      TO GFI
      Tyngsboro, LLC
      UNDER
      THE TERMS OF THAT CERTAIN AGREEMENT OF LEASE (THE "LEASE") DATED AS OF
July
      ____, 2007
      BETWEEN
GFI
      Tyngsboro, LLC
      AS
      LANDLORD, AND BEACON POWER CORPORATION AS TENANT, AS THE SAME MAY BE AMENDED
      FROM TIME TO TIME; AND (II) EITHER A.) AN "EVENT OF DEFAULT" AS SET FORTH IN
      Article
      Fourteen
      OF THE
      LEASE HAS OCCURED; OR B.) BROWN BROTHERS HARRIMAN & CO. HAS ELECTED NOT TO
      RENEW LETTER OF CREDIT NO. (AS APPLICABLE), AND BEACON POWER CORPORATION HAS
      NOT
      PROVIDED A REPLACEMENT LETTER OF CREDIT EXPIRING NOT LATER THAN TWELVE (12)
      MONTHS AFTER ISSUANCE IN CONFORMITY WITH THE TERMS OF THE LEASE."

    


    WE
      HEREBY
      AGREE WITH THE DRAWERS, INDORSERS AND BONA FIDE HOLDERS OF ALL DRAFTS DRAWN
      UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT THAT SUCH DRAFTS
      WILL BE HONORED BY US IF PRESENTED TO US AT 140 BROADWAY, NEW YORK, NEW YORK
      10005-1101 ATTN: LETTER OF CREDIT GROUP ON OR BEFORE September
      30, 2014
      (THE
      "EXPIRATION DATE") OR ANY FUTURE EXPIRATION DATE AS SET FORTH
      HEREIN.

    


    SPECIAL
      CONDITIONS:

    


    PARTIAL
      AND MULTIPLE DRAWINGS ARE ALLOWED. ANY PARTIAL DRAWING UNDER THIS LETTER OF
      CREDIT WILL CAUSE THE STATED AVAILABLE BALANCE TO BE REDUCED BY THE AMOUNT
      OF
      ANY SUCH PARTIAL DRAWING.

    


    THIS
      LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE TO
      A
      SINGLE TRANSFEREE AND IN THE FULL AMOUNT AVAILABLE TO BE DRAWN AT THE TIME
      OF
      SUCH TRANSFER.

    


    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    

    TRANSFER
      UNDER THIS LETTER OF CREDIT IS RESTRICTED TO THE COUNTERS OF BROWN BROTHERS
      HARRIMAN & CO., NEW YORK AND ANY TRANSFER DOES NOT BECOME OPERATIVE UNTIL
      THE FOLLOWING CONDITIONS HAVE BEEN COMPLIED WITH:

    


    
      	a)  	
              THE
                ORIGINAL LETTER OF CREDIT AND SUBSEQUENT AMENDMENTS HAVE BEEN RETURNED
                TO
                US.

            


    

    
      	b)  	
              OUR
                TRANSFER FORM ANNEXED HERETO AS "EXHIBIT A" HAS BEEN SUBMITTED AND
                YOUR
                SIGNATURE HAS BEEN AUTHENTICATED BY YOUR
                BANK.

            


    

    
      	c)  	
              YOUR
                BANK'S SIGNATURE CIRCULAR OR CERTIFICATE OF INCUMBENCY HAS BEEN SUBMITTED
                ALONG WITH EXHIBIT A, ENABLING US TO VERIFY YOUR BANK'S SIGNATURE
                OR YOUR
                BANK, AT THEIR OPTION, CAN SEND US A TESTED TELEX OR AUTHENTICED
                SWIFT
                MESSAGE STATING THAT "(INSERT NAME OF OFFICER) IS A (INSERT TITLE)
                OF
                (INSERT BANK NAME) AND THAT HE/SHE IS AN AUTHORIZED SIGNER AND THAT
                HIS/HER SIGNATURE AS IT APPEARS ON YOUR TRANSFER FORM IS AN EXACT
                SPECIMEN
                OF HIS/HER SIGNATURE."

            


    

    
      	d)  	
              THE
                TRANSFEREE AND AUTHENTICATING BANK HAVE BEEN APPROVED BY US AS NOT
                BEING
                CONTRARY TO U.S. FOREIGN ASSETS CONTROL OR OTHER APPLICABLE U.S.
                LAWS AND
                REGULATIONS AND WE NOTIFY YOU
                ACCORDINGLY.

            


    

    


    WHERE
      THERE HAS BEEN A TRANSFER THE NAME OF THE TRANSFEREE BENEFICIARY MUST BE USED
      IN
      PLACE OF THE TRANSFEROR BENEFICIARY IN ANY REQUIRED DRAFT OR
      DOCUMENT.

    


    IT
      IS A
      CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY
      EXTENDED WITHOUT AMENDMENT FOR AN ADDITIONAL PERIOD OF ONE (1) YEAR FROM THE
      PRESENT OR ANY FUTURE EXPIRATION DATE HEREOF, UNLESS AT LEAST THIRTY (30) DAYS
      BEFORE ANY SUCH EXPIRATION DATE WE NOTIFY YOU AT THE ABOVE ADDRESS BY REGISTERED
      MAIL OR COURIER SERVICE OF OUR ELECTION NOT TO RENEW THIS LETTER OF CREDIT
      FOR
      ANY SUCH ADDITIONAL PERIOD. IN ANY EVENT, THIS LETTER OF CREDIT SHALL NOT BE
      RENEWED BEYOND (October
      31, 2014).

    


    THIS
      LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
      CREDITS, 1993 REVISION, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500,
      WHICH IS INCORPORATED INTO THE TEXT OF THIS LETTER OF CREDIT BY THIS
      REFERENCE.

    


    VERY
      TRULY YOURS

    


    


    BROWN
      BROTHERS HARRIMAN & CO.

    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      "A" UNDER IRREVOCABLE STANDBY

    LETTER
      OF
      CREDIT NO. (AS APPLICABLE)

    INSTRUCTION
      TO TRANSFER

    


    DATE:

    


    BROWN
      BROTHERS HARRIMAN & CO.

    140
      BROADWAY

    NEW
      YORK,
      NEW YORK 10005-1101

    ATTN:
      LETTER OF CREDIT GROUP

    


    RE:
      LETTER OF CREDIT NO. (AS APPLICABLE)

    


    LADIES/GENTLEMEN:

    


    THE
      UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:

    


    (NAME
      AND
      ADDRESS OF TRANSFEREE)

    


    ALL
      RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE REFERENCED LETTER
      OF CREDIT IN ITS ENTIRETY.

    


    BY
      THIS
      TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN LETTER OF CREDIT NO.
      (AS
      APPLICABLE) ARE TRANSFERRED TO THE TRANSFEREE, AND THE TRANSFEREE SHALL HAVE
      SOLE RIGHT AS BENEFFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY
      AMENDMENTS AND WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS AND WHETHER
      NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO
      THE
      TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE OF THE UNDERSIGNED
      BENEFICIARY.

    


    YOU
      ARE
      HEREBY INSTRUCTED TO ISSUE, IN ACCORDANCE WITH THE TERMS OF THE LETTER OF
      CREDIT, A NEW LETTER OF CREDIT TO THE ABOVE MENTIONED TRANSFEREE HAVING THE
      SAME
      TERMS, EXCEPT SUBSTITUTING THEIR NAME FOR OURS IN THE DRAFT AND ANY OTHER
      DRAWING DOCUMENT, AND THE SAME STATED AMOUNT, PROVIDED THAT THE STATED AMOUNT
      OF
      THE NEW LETTER OF CREDIT MAY BE REDUCED BY THE AMOUNT OF ANY DRAWINGS HONORED
      BY
      THE BANK PURSUANT TO THE LETTER OF CREDIT PRIOR TO THE DATE HEREOF.

    


    THIS
      LETTER OF CREDIT NO. (AS APPLICABLE) IS RETURNED HEREWITH FOR YOUR ENDORSEMENT
      TOGETHER WITH ALL AMENDMENTS (IF ANY), TO DATE. ENCLOSED IS REMITTANCE OF
      $___________ (CALCULATED AT 1/4% OF THE TRANSFERRED AMOUNT MINIMUM $300.00),
      IN
      PAYMENT OF YOUR COMMISSION FOR EFFECTING THIS TRANSFER.

    


    VERY
      TRULY YOURS

    


    SIGNATURE
      AUTHENTICATED

    


    


    BANK
      AUTHORIZED SIGNATURE

    
      
        
        

      

      
        G-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H

    


    FORM
      OF
      HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE

    


    


    Your
      cooperation in this matter is appreciated. Initially, the information provided
      by you in this Hazardous Materials Disclosure Certificate is necessary for
      the
      Landlord (identified below) to evaluate and finalize a lease agreement with
      you
      as lessee. After a lease agreement is signed by you and the Landlord (the
“Lease”), on an annual basis in accordance with the provisions of Article 9 of
      the signed Lease, you are to provide an update to the information initially
      provided by you in this certificate. The information contained in the Initial
      Hazardous Materials Disclosure Certificate and each annual certificate provided
      by you thereafter will be maintained in confidentiality by Landlord subject
      to
      release and disclosure as required by (i) any lenders and owners and their
      respective environmental consultants, (ii) any prospective purchaser(s) of
      all
      or any portion of the property on which the Premises are located, (iii) Landlord
      to defend itself or its lenders, members, partners, shareholders, advisors
      or
      representatives against any claim or demand, and (iv) any laws, rules,
      regulations, orders, decrees, or ordinances, including, without limitation,
      court orders or subpoenas. Any and all capitalized terms used herein, which
      are
      not otherwise defined herein, shall have the same meaning ascribed to such
      term
      in the signed Lease. Any questions regarding this certificate should be directed
      to, and when completed, the certificate should be delivered to:

    


    
      	Landlord:	
              GFI
                TYNGSBORO, LLC

            


    

    133
      Pearl
      Street, Suite 400

    Boston,
      MA 02110

    Attn:
      Steven E. Goodman

    


    PLEASE
      COMPLETE FROM THIS POINT FORWARD

    


    Name
      of
      Tenant:

    


    Mailing
      Address:

    


    Contact
      Person, Title and Telephone Number(s):

    


    Contact
      Person for Hazardous Waste Materials Management and Manifests and Telephone
      Number(s):

    


    Address
      of Premises:

    


    Length
      of
      Initial Term:

    


    1. GENERAL
      INFORMATION

    


    Describe
      the initial proposed operations to take place in, on, or about the Premises,
      including, without limitation, principal products processed, manufactured or
      assembled, services and activities to be provided or otherwise conducted.
      Existing lessees should describe any proposed changes to on-going
      operations.

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

    2. USE,
      STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

    


    
      	 	
              2.1

            	
              Will
                any Hazardous Materials be used, generated, stored or disposed of
                in, on
                or about the Premises? Existing lessees should describe any Hazardous
                Materials which continue to be used, generated, stored or disposed
                of in,
                on or about the Premises.

            


    

    


    Wastes   Yes
       ̈   No
       ̈

    Chemical
      Products         Yes
       ̈   No
       ̈

    Other                                Yes
       ̈   No
       ̈

    


    If
      yes is
      marked, please explain: _______________________________________

    _________________________________________________________________.

    


    
      	 	
              2.2

            	
              If
                Yes is marked in Section 2.1, attach a list of any Hazardous Materials
                to
                be used, generated, stored or disposed of in, on or about the Premises,
                including the applicable hazard class and an estimate of the quantities
                of
                such Hazardous Materials at any given time; estimated annual throughput;
                the proposed location(s) and method of storage (excluding nominal
                amounts
                of ordinary household cleaners and janitorial supplies which are
                not
                regulated by any Environmental Laws); and the proposed location(s)
                and
                method of disposal for each Hazardous Material, including, the estimated
                frequency, and the proposed contractors or subcontractors. Existing
                lessees should attach a list setting forth the information requested
                above
                and such list should include actual data from on-going operations
                and the
                identification of any variations in such information from the prior
                year’s
                certificate.

            


    

    


    3. STORAGE
      TANKS AND SUMPS

    


    
      	 	
              3.1

            	
              Is
                any above or below ground storage of gasoline, diesel, petroleum,
                or other
                Hazardous Materials in tanks or sumps proposed in, on or about the
                Premises? Existing lessees should describe any such actual or proposed
                activities.

            


    

    


    Yes
       ̈   No
       ̈

    


    
      	 	 	
              If
                yes is marked, please
                explain:________________________________________

            


    

     

    4. WASTE
      MANAGEMENT

    


    
      	 	
              4.1

            	
              Has
                your company been issued an EPA Hazardous Waste Generator I.D. Number?
                Existing lessees should describe any additional identification numbers
                issued since the previous
                certificate.

            


    

    


    Yes
       ̈   No
       ̈

    


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    

    
      	 	
              4.2

            	
              Has
                your company filed a biennial or quarterly report as a hazardous
                waste
                generator? Existing lessees should describe any new reports
                filed.

            


    

    


    Yes
       ̈   No
       ̈

    


    
      	 	 	
              If
                yes, attach a copy of the most recent report
                filed.

            


    

    


    5. WASTEWATER
      TREATMENT AND DISCHARGE

    


    
      	 	
              5.1

            	
              Will
                your company discharge wastewater or other wastes
                to:

            


    

    


    ____________
      storm drain?  __________________
      sewer?

    ____________
      surface water? __________________
      no wastewater or other wastes discharged.

    


    Existing
      lessees should indicate actual discharges. If so, describe the nature and return
      of any proposed or actual discharge(s).

    


    
      	
               ___________________________________________________________________________________

            
	
               ___________________________________________________________________________________

            


    

     

    
      	
            	5.2	
              Will
                any such wastewater or waste be treated before
                discharge?

            


    

    


    Yes
       ̈   No
       ̈

    


    
      	 	 	
              If
                yes, describe the type of treatment proposed to be conducted. Existing
                lessees should describe the actual treatment
                conducted.

            


    

     

    
      


      
        	
                 ___________________________________________________________________________________

              
	
                 ___________________________________________________________________________________

              


      

       

    

    
      
        
        

      

      
        H-3

        
          

        

      

      
        
        

      

    

     

    6. AIR
      DISCHARGES

    


    
      	 	
              6.1

            	
              Do
                you plan for any air filtration systems or stacks to be used in your
                company’s operations in, on or about the Premises that will discharge into
                the air, and will such air emissions be monitored? Existing lessees
                should
                indicate whether or not there are any such air filtration systems
                or
                stacks in use in, on or about the Premises which discharge into the
                air
                and whether such air emissions are being
                monitored.

            


    

    


    Yes
       ̈   No
       ̈

    


    
      	 	 	
              If
                yes, please describe:
                _______________________________________________

            


    

    
    

     

    
      	
               ___________________________________________________________________________________

            
	
               ___________________________________________________________________________________

            


    

    


    
      	 	
              6.2

            	
              Do
                you propose to operate any of the following types of equipment, or
                any
                other equipment requiring an air emissions permit? Existing lessees
                should
                specify any such equipment being operated in, on or about the
                Premises.

            


    

    


    ______
      Spray booth(s)  __________
      Incinerator(s)

    ______
      Dip tank(s)  __________
      Other (Please Describe)

    ______
      Drying oven(s)  __________
      No Equipment Requiring Air Permits

    


    
      	 	 	
              If
                yes, please describe:
                _______________________________________________

            


    

    
    

     

    
      	
               ___________________________________________________________________________________

            
	
               ___________________________________________________________________________________

            


    

    


    
      
        
        

      

      
        H-4

        
          

        

      

      
        
        

      

    

    7. HAZARDOUS
      MATERIALS DISCLOSURE

    


    
      	 	
              7.1

            	
              Has
                your company prepared or will it be required to prepare a Hazardous
                Materials management plan (“Management Plan”) pursuant to Fire Department
                or other governmental or regulatory agencies’ requirements? Existing
                lessees should indicate whether or not a Management Plan is required
                and
                has been prepared.

            


    

    


    Yes
       ̈   No
       ̈

    


    
      	 	 	
              If
                Yes, attach a copy of the Management Plan. Existing lessees should
                attach
                a copy of any required updates to the Management
                Plan.

            


    

    


    
      	 	
              7.2

            	
              [Applicable
                to California only]
                Are any of the Hazardous Materials, and in particular chemicals,
                proposed
                to be used in your operations in, on or about the Premises regulated
                under
                Proposition 65? Existing lessees should indicate whether or not there
                are
                any new Hazardous Materials being so used which are regulated under
                Proposition 65.

            


    

    


    Yes
       ̈   No
       ̈

    


    
      	 	 	
              If
                yes, please describe:
                _______________________________________________

            


    

    
    

     

    
      	
               ___________________________________________________________________________________

            
	
               ___________________________________________________________________________________

            


    

    


    8. ENFORCEMENT
      ACTIONS AND COMPLAINTS

    


    
      	 	
              8.1

            	
              With
                respect to Hazardous Materials or Environmental Laws, has your company
                ever been subject to any agency enforcement actions, administrative
                orders, or consent decrees or has your company received requests
                for
                information, notice or demand letters, or any other inquiries regarding
                its operations? Existing lessees should indicate whether or not any
                such
                actions, orders or decrees have been, or are in the process of being,
                undertaken or if any such requests have been
                received.

            


    

    


    Yes
       ̈   No
       ̈

    


    
      	 	 	
              If
                yes, describe the actions, orders or decrees and any continuing compliance
                obligations imposed as a result of these actions, orders or decrees
                and
                also describe any requests, notices or demands, and attach a copy
                of all
                such documents. Existing lessees should describe and attach a copy
                of any
                new actions, orders, decrees, requests, notices or demands not already
                delivered to Landlord pursuant to the provisions of Article 9 of
                the
                Lease.

            


    

    


    
      	
               ___________________________________________________________________________________

            
	
               ___________________________________________________________________________________

            


    

    


    
      
        
        

      

      
        H-5

        
          

        

      

      
        
        

      

    

    
      	 	
              8.2

            	
              Have
                there ever been, or are there now pending, any lawsuits against your
                company regarding any environmental or health and safety
                concerns?

            


    

    


    Yes
       ̈   No
       ̈

    
      	 	 	
              If
                yes, describe any such lawsuits and attach copies of the complaint(s),
                cross-complaint(s), pleadings and all other documents related thereto
                as
                requested by Landlord. Existing lessees should describe and attach
                a copy
                of any new complaint(s), cross-complaint(s), pleadings and other
                related
                documents not already delivered to Landlord pursuant to the provisions
                of
                Article 9 of the Lease.

            


    

    


    
      	
               ___________________________________________________________________________________

            
	
               ___________________________________________________________________________________

            


    

    


    
      	 	
              8.3

            	
              Have
                there been any problems or complaints from adjacent tenants, owners
                or
                other neighbors at your company’s current facility with regard to
                environmental or health and safety concerns? Existing lessees should
                indicate whether or not there have been any such problems or complaints
                from adjacent tenant, owners or other neighbors at, about or near
                the
                Premises.

            


    

    


    Yes
       ̈   No
       ̈

    


    
      	 	 	
              If
                yes, please describe. Existing lessees should describe any such problems
                or complaints not already disclosed to Landlord under the provisions
                of
                the Lease.

            


    

    


    
      	
               ___________________________________________________________________________________

            
	
               ___________________________________________________________________________________

            


    

    


    9. PERMITS
      AND LICENSES

    


    
      	 	
              9.1

            	
              Attach
                copies of all Hazardous Materials permits and licenses issued to
                your
                company with respect to its proposed operations in, on or about the
                Premises, including, without limitation, any wastewater discharge
                permits,
                air emissions permits, and use permits or approvals. Existing lessees
                should attach copies of any new permits and licenses as well as any
                renewals of permits or licenses previously
                issued.

            


    

    



    
      
        
        

      

      
        H-6

        
          

        

      

      
        
        

      

    


    The
      undersigned hereby acknowledges and agrees that this Hazardous Materials
      Disclosure Certificate is being delivered in connection with, and as required
      by, Landlord in connection with the evaluation and finalization of a Lease,
      and
      will be attached thereto as an exhibit. The undersigned further acknowledges
      and
      agrees that this Hazardous Materials Disclosure Certificate is being delivered
      in accordance with, and as required by, the provisions of Article 9 of the
      Lease. The undersigned further acknowledges and agrees that the Landlord and
      its
      partners, members, lenders, employees, agents and representatives may, and
      will,
      rely upon the statements, representations, warranties, and certifications made
      herein and the truthfulness thereof in entering into the Lease and the
      continuance thereof throughout the term, and any renewals thereof, of the Lease.
      I (print name) _____________________ acting with full authority to bind the
      (proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent
      and
      warrant that the information contained in this certificate is true and
      correct.

    


    TENANT:

    


    By:
      _____________________________

    Its:
      __________________________

    


    Date:
      ________________________

    


    


    
      
        
        

      

      
        H-7