STANDARD
      LEASE





201-207
      South Street


Boston,
      Massachusetts





LANDLORD:
            
            Essex
                River Ventures, Inc.TENANT:
            
            Zoom
                Telephonics, Inc.PREMISES:
            
            Agreed
                to be approximately 25,200 rentable square feet of that certain Building
                known as 201-207 South Street, Boston, Massachusetts and more particularly
                described in Exhibit A to this LeaseDATED:
            
            As
                of December 22, 2006











TABLE
      OF
      CONTENTS





ARTICLE
                CAPTIONI.
            BASIC
                LEASE PROVISIONS
            11.1
            Introduction
            11.2
            Basic
                Data
            11.3
            Additional
                Definitions
            2II.
            PREMISES
                AND APPURTENANT RIGHTS
            42.1
            Lease
                of Premises
            42.2
            Appurtenant
                Rights and Reservations
            4III.
            BASIC
                RENT
            53.1
            Payment
            5IV.
            COMMENCEMENT
                AND CONDITION
            54.1
            Commencement
                Date
            54.2
            AS
                IS Condition
            54.3
            General
                Construction Provisions
            6V.
            USE
                OF PREMISES
            65.1
            Permitted
                Use
            65.2
            Installation
                and Alterations by Tenant
            6VI.
            ASSIGNMENT
                AND SUBLETTING
            86.1
            Prohibition
            8VII.
            RESPONSIBILITY
                FOR REPAIRS AND CONDITIONS OF PREMISES; SERVICES TO BE FURNISHED
                BY
                LANDLORD
            117.1
            Landlord
                Repairs
            117.2
            Tenant's
                Agreement
            117.3
            Floor
                Load - Heavy Machinery
            127.4
            Building
                Services
            137.5
            Electricity
            137.6
            Interruption
                of Essential Services
            14VIII.
            REAL
                ESTATE TAXES
            158.1
            Payments
                on Account of Real Estate Taxes
            158.2
            Abatement
            158.3
            Alternate
                Taxes
            16IX.
            OPERATING
                EXPENSES
            169.1
            Definitions
            169.2
            Tenant's
                Payments
            17X.
            INDEMNITY
                AND PUBLIC LIABILITY INSURANCE
            1810.1
            Tenant's
                Indemnity
            18













10.2
            Public
                Liability Insurance
            1810.3
            Tenant's
                Risk
            1810.4
            Injury
                Caused by Third Parties
            19XI.
            LANDLORD'S
                ACCESS TO PREMISES
            1911.1
            Landlord's
                Rights
            19XII.
            FIRE,
                EMINENT DOMAIN, ETC.
            1912.1
            Abatement
                of Rent
            1912.2
            Landlord's
                Right of Termination
            2012.3
            Restoration
            2012.4
            Award
            20XIII.
            DEFAULT
            2113.1
            Tenant's
                Default
            2113.2
            Landlord's
                Default
            23XIV.
            MISCELLANEOUS
                PROVISIONS
            2414.1
            Extra
                Hazardous Use
            2414.2
            Waiver
            2414.3
            Covenant
                of Quiet Enjoyment
            2414.4
            Landlord's
                Liability
            2414.5
            Notice
                to Mortgagee or Ground Lessor
            2514.6
            Assignment
                of Rents and Transfer of Title
            2514.7
            Rules
                and Regulations
            2614.8
            Additional
                Charges
            2614.9
            Invalidity
                of Particular Provisions
            2614.10
            Provisions
                Binding, Etc.
            2614.11
            Recording
            2614.12
            Notices
            2714.13
            When
                Lease Becomes Binding
            2814.14
            Paragraph
                Headings
            2814.15
            Rights
                of Mortgagee or Ground Lessor
            2814.16
            Estoppel
                Certificate
            2914.17
            Security
                Deposit
            2914.18
            Remedying
                Defaults
            3014.19
            Holding
                Over
            3014.20
            Waiver
                of Subrogation
            3014.21
            Surrender
                of Premises
            3014.22
            Intentionally
                Deleted
            3014.23
            Brokerage
            3114.24
            Special
                Taxation Provisions
            3114.25
            Hazardous
                Materials
            3114.26
            Governing
                Law
            3314.27
            Independent
                Covenant
            3314.28
            Survival
                Provision
            33






-ii-




LEASE





Preamble





THIS
      INSTRUMENT IS A LEASE, dated as of December 22, 2006 in which the Landlord
      and
      the Tenant are the parties hereinafter named, and which relates to space located
      in those certain buildings known and numbered as 201-207 South Street, Boston,
      Massachusetts (hereafter collectively called the "Building"). The parties to
      this instrument hereby agree with each other as follows:





ARTICLE
      I





BASIC
      LEASE PROVISIONS





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





1.2  BASIC
      DATA.





Landlord:
            Essex River Ventures, Inc.a Massachusetts
              corporation




Landlord's
      Original Address:


c/o
      Essex
      River Management, Inc.


225
      Friend Street - 7th Floor


Boston,
      Massachusetts 02114





Tenant:
            Zoom Telephonics, Inc., a Delaware
              corporation





Tenant's
      Original Address:


207
      South
      Street


Boston,
      Massachusetts 02111





Guarantor:
      None





Basic
      Rent:





Lease
                Year
            
            Basic
                Rent
            
            Monthly
                Payment1
            
            $
            403,200.00
            
            $
            33,600.002
            
            $
            403,200.00
            
            $
            33,600.00













Base
      Taxes: Taxes for the fiscal year July 1, 2006 through and including June 30,
      2007, as the same may be abated.





Base
      Operating Expenses: Operating Expenses for the calendar year ending December
      31,
      2007.





Base
      Utility Expenses: Utility Expenses for the calendar year ending December 31,
      2007.





Premises
      Rentable Area: Agreed to be approximately 25,200 rentable square
      feet.





Permitted
      Uses: General Office, but specifically excluding any use which would cause
      any
      portion of the Premises to be deemed a "place of public accommodation" as
      defined in the Americans with Disabilities Act of 1990, as amended (the
      "ADA").





Escalation
      Factor: 44.97%, as computed in accordance with the Escalation Factor
      Computation.





Initial
      Term: Two (2) years commencing on the Commencement Date and expiring at the
      close of the day immediately preceding the second (2nd) year anniversary of
      the
      Commencement Date, except that if the Commencement Date shall be other than
      the
      first day of a calendar month, the expiration of the Initial Term shall be
      at
      the close of the day on the last day of the calendar month on which such
      anniversary date shall fall.





Security
      Deposit: $67,200.00 (subject to Landlord's determination upon its review and
      approval of Tenant's financial information).





1.3  ADDITIONAL
      DEFINITIONS.





Manager:
      Essex River Management, Inc. or such other managing representative designated
      by
      Landlord as the Manager from time to time.





Building
      Rentable Area: Agreed to be approximately 58,983 rentable square
      feet.





Business
      Days: All days except Saturday, Sunday, New Year's Day, Washington's Birthday,
      Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day
      (and
      the following day when any such day occurs on Sunday).





Commencement
      Date: As defined in Section 4.1.





Default
      of Tenant: As defined in Section 13.1.





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




-2-





Escalation
      Factor Computation: Premises Rentable Area divided by 95% of the Building
      Rentable Area.





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





Initial
      Public Liability Insurance: $3,000,000 (per occurrence) primary liability and
      $5,000,000 (per occurrence) excess liability (combined single limit) for bodily
      injury, death and property damage, such policies to be written with companies
      approved by Landlord and having a Best's Insurance Rating of A- or better with
      a
      Financial Rating of X.





Lease
      Year or lease year: Each consecutive 12 calendar month period immediately
      following the Commencement Date, but if the Commencement Date shall fall on
      other than the first day of a calendar month, then such term shall mean each
      consecutive twelve calendar month period commencing with the first day of the
      first full calendar month following the calendar month in which the Commencement
      Date occurs, however, the first lease year shall include any partial month
      between the Commencement Date and the first day of the first full calendar
      month
      immediately following the Commencement Date.





Operating
      Expenses: As set forth in Section 9. 1.





Operating
      Year: As defined in Section 9.1.





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





Property:
      The Building and the land parcel on which it is located (including any parking
      areas, driveways, adjacent sidewalks and any other building and improvements
      thereon) and the land parcel on which the parking area is located (including
      any
      driveways and adjacent sidewalks thereon).





Rent
      Commencement Date: As defined in Section 3.1.





Tax
      Year:
      As defined in Section 8.1.





Taxes:
      As
      determined in accordance with Section 8. 1.





Tenants
      Removable Property: As defined in Section 5.2.





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





Utility
      Expenses: As defined in Section 9.1.





-3-


Exhibits:
      The following Exhibits are annexed to this Lease and incorporated herein by
      this
      reference:





Exhibit
      A
      -  Plan
      showing Premises


Exhibit
      B
      -  Intentionally
      Omitted


Exhibit
      C
      -  Rules
      and
      Regulations


Exhibit
      D
      -  Intentionally
      Omitted


Exhibit
      E
      -  Operating
      Expenses


Exhibit
      F
      -  Cleaning
      Services





ARTICLE
      II





PREMISES
      AND APPURTENANT RIGHTS.








2.1  LEASE
      OF PREMISES. Landlord
      hereby demises and leases to Tenant for the Term of this Lease and upon the
      terms and conditions hereinafter set forth, and Tenant hereby accepts from
      Landlord, the Premises. Landlord and Tenant acknowledge and agree that the
      Premises consists of space located on the fourth (4th) and fifth (5th) floors
      of
      201 South Street and the third (3rd), fourth (4th) and fifth (5th) floors of
      207
      South Street .





2.2  APPURTENANT
      RIGHTS AND RESERVATIONS. (a)
      Tenant shall have, as appurtenant to the Premises, the non-exclusive right
      to
      use, and permit its invitees to use in common with others, public or common
      lobbies, hallways, elevators, and common walkways necessary for access to the
      Building, and if the portion of the Premises on any floor includes less than
      the
      entire floor, the common toilets, corridors and elevator lobby of such floor;
      but Tenant shall have no other appurtenant rights and all such rights shall
      always be subject to reasonable rules and regulations from time to time
      established by Landlord pursuant to Section 14.7 and to the right of Landlord
      to
      designate and change from time to time areas and facilities so to be used.
      Notwithstanding the foregoing to the contrary, Tenant shall have the exclusive
      right to use one (1) tandem parking space (to accommodate two (2) automobiles)
      behind the South Street Diner.





(b)  Excepted
      and excluded from the Premises are the ceiling, floor, perimeter walls and
      exterior windows, except the inner surfaces thereof, but the entry doors (and
      related glass and finish work) to the Premises are a part thereof; and Tenant
      agrees that Landlord shall have the right to place in the Premises (but in
      such
      manner as to reduce to a minimum interference with Tenant's use of the Premises)
      interior storm windows, subcontrol devices (by way of illustration, an electric
      sub panel, etc.), utility lines, pipes, equipment and the like, in, over and
      upon the Premises. Tenant shall install and maintain, as Landlord may require,
      proper access panels in any hung ceilings or walls as may be installed by Tenant
      in the Premises to afford access to any facilities above the ceiling or within
      or behind the walls.





-4-





ARTICLE
      III





BASIC
      RENT





3.1  PAYMENT. (a)
      Tenant agrees to pay to Landlord, or as directed by Landlord, commencing on
      December 22, 2006 (the "Rent Commencement Date"), which is the "Closing Date"
      under the "Purchase and Sale Agreement" (as said term is hereinafter defined)
      without offset, abatement, deduction or demand, the Basic Rent plus Landlord’s
      estimated amounts for Escalation Charges. Such Basic Rent plus Landlord’s
      estimated amounts for Escalation Charges shall be payable in equal monthly
      installments, in advance, on the first day of each and every calendar month
      during the Term of this Lease, at Landlord's Original Address, or at such other
      place as Landlord shall from time to time designate by notice to Tenant, in
      lawful money of the United States. In the event that any installment of Basic
      Rent or Escalation Charges is not paid when due, Tenant shall pay, in addition
      to any other additional charges due under this Lease, an administrative fee
      equal to 5% of the overdue payment; provided, however, that there shall be
      no
      fee charged for the first late payment in each lease year. As used herein,
      the
      term "Purchase and Sale Agreement" shall mean that certain Purchase and Sale
      Agreement dated August 31, 2006 by and between Landlord, as purchaser, and
      Tenant, as seller, relating to the Property.





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





ARTICLE
      IV





COMMENCEMENT
      AND CONDITION





4.1  COMMENCEMENT
      DATE. The
      Commencement Date shall be December 22, 2006, which is the "Closing Date" under
      the Purchase and Sale Agreement. Notwithstanding the foregoing, if Tenant's
      personnel shall occupy all or any part of the Premises for the conduct of its
      business prior to the Commencement Date, such date shall for all purposes of
      this Lease be the Commencement Date. The Tenant shall, upon demand of the
      Landlord, execute a certificate confirming the Commencement Date as it is
      determined in accordance with the provisions of this Section 4.1.





4.2  AS-IS
      CONDITION. Tenant
      agrees to accept the Premises in "AS IS" condition without any representations
      or warranties (express, implied or otherwise).




-5-





4.3  GENERAL
      CONSTRUCTION PROVISIONS .
      All
      construction work required or permitted by this Lease, whether by Landlord
      or by
      Tenant, shall be done in a good and workmanlike manner and in compliance with
      all applicable laws and all lawful ordinances, regulations and orders of
      governmental authorities and insurance rating or inspection bureaus having
      jurisdiction over the Building. Either party may inspect the work of the other
      at reasonable time and shall promptly give notice of observed
      defects.





ARTICLE
      V





USE
      OF
      PREMISES





5.1  PERMITTED
      USE. (a)
      Tenant agrees that the Premises shall be used and occupied by Tenant only for
      Permitted Uses.





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





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





(ii)  Tenant
      will not place on the exterior of the Premises (including both interior and
      exterior surfaces of doors and interior surfaces of windows) or on any part
      of
      the Building outside the Premises, any signs, symbol, advertisements or the
      like
      visible to public view outside of the Premises. Landlord will not unreasonably
      withhold consent for signs or lettering on the entry doors to the Premises
      provided such signs conform to building standards adopted by Landlord and Tenant
      has submitted a sketch of the sign to be placed on such entry
      doors.





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





(iv)  Tenant
      shall, at its sole cost and expense, in its use of the Premises, the Building
      or
      the Property, comply with the requirements of all applicable governmental laws,
      rules and regulations (including, without limitation, the ADA in connection
      with
      any alterations, improvements or construction performed by Tenant in the
      Premises or the Building); and





(v)  Tenant
      shall continuously throughout the Term of this Lease occupy the Premises for
      the
      Permitted Uses and for no other purposes.





5.2  INSTALLATION
      AND ALTERATIONS BY TENANT. (a)
      Tenant shall make no alterations, additions (including, for the purposes hereof,
      wall-to-wall carpeting), or improvements in or to the Premises without
      Landlord's prior written consent. Any such alterations, additions or
      improvements shall (i) be in accordance with complete plans and specifications
      prepared by Tenant and approved in advance by Landlord; (ii) be performed in
      a
      good and workmanlike manner and in compliance with all applicable laws; (iii)
      be
      performed and completed in the manner required in Section 5.2(d) hereof; (iv)
      be
      made at Tenant's sole expense and at such times as Landlord may from time to
      time designate; and (v) become a part of the Premises and the property of
      Landlord. It is agreed and understood that Landlord shall have the right to
      review and approve all changes to any plans which Landlord shall have approved
      pursuant to this Section 5.2(a).




-6-





It
      is
      also agreed and understood that Landlord shall not be deemed to be unreasonable
      in denying its consent to alterations, additions and improvements to the
      Premises which affect "Base Building Systems" (as said term is hereafter
      defined).





As
      used
      herein, the term "Base Building Systems" shall mean (i) any mechanical,
      electrical or plumbing system or component of the Building (including the
      Premises) (ii) the exterior of the Building (iii) the Building HVAC distribution
      system (iii) any fire safety prevention/suppression system and (iv) any
      structural element or component of the Building.





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





(c)  Notice
      is
      hereby given that Landlord shall not be liable for any labor or materials
      furnished or to be furnished to Tenant upon credit, and that no mechanic's
      or
      other lien for any such labor or materials shall attach to or affect the
      reversion or other estate or interest of Landlord in and to the Premises.
      Whenever and as often as any mechanic's lien shall have been filed against
      the
      Premises based upon any act or interest of Tenant or of anyone claiming through
      Tenant, Tenant shall forthwith take such actions by bonding, deposit or payment
      as will remove or satisfy the lien.





(d)  All
      of
      the Tenant's alterations, additions and installation of furnishings shall be
      coordinated with any work being performed by Landlord and in such manner as
      to
      maintain harmonious labor relations and not damage the Property or interfere
      with Building construction or operation and, except for installation of
      furnishings, shall be performed by qualified contractors or workmen first
      approved by Landlord, such approval not to be unreasonably withheld, conditioned
      or delayed. Installation and moving of furnishings, equipment and the like
      shall
      be performed only with labor compatible with that being employed by Landlord
      for
      work in or to the Building and not to employ or permit the use of any labor
      or
      otherwise take any action which might result in a labor dispute involving
      personnel providing services in the Building. Except for work by Landlord's
      general contractor, Tenant before its work is started shall: secure all licenses
      and permits necessary therefor and deliver copies thereof to Landlord; deliver
      to Landlord a statement of the names of all its contractors and subcontractors
      and the estimated cost of all labor and material to be furnished by them; and
      cause each contractor to carry workmen's compensation insurance in statutory
      amounts covering all the contractor's and subcontractor's employees and
      comprehensive public liability insurance and property damage insurance with
      such
      limits as Landlord may reasonably require but in no event less than the Initial
      Public Liability Insurance specified in Section 1.3 of this Lease as the same
      may be increased from time to time in accordance with the provisions of Article
      X of this Lease (all such insurance to be written in companies approved by
      Landlord and insuring Landlord, Manager and Tenant as well as the contractors),
      and to deliver to Landlord certificates of all such insurance. Tenant agrees
      to
      pay promptly when due the entire cost of any work done on the Premises by
      Tenant, its agents, employees, or independent contractors, and not to cause
      or
      permit any liens for labor or materials performed or furnished in connection
      therewith to attach to the Premises or the Property and immediately to discharge
      any such liens which may so attach and, at the request of Landlord to deliver
      to
      Landlord security satisfactory to Landlord against liens arising out of the
      furnishing of such labor and material. Upon completion of any work done on
      the
      Premises by Tenant, its agents, employees, or independent contractors, Tenant
      shall promptly deliver to Landlord (i) original lien releases and waivers
      executed by each contractor, subcontractor, supplier, materialmen, architect,
      engineer or other party which furnished labor, materials or other services
      in
      connection with such work and pursuant to which all liens, claims and other
      rights of such party with respect to labor, material or services furnished
      in
      connection with such work are unconditionally released and waived and (ii)
      copies of any certificate(s) of occupancy relating to the Premises issued by
      the
      City of Boston. Tenant shall pay within fourteen (14) days after being billed
      therefor by Landlord, as an additional charge hereunder, one hundred percent
      (100%) of any increase in real estate taxes on the Property not otherwise billed
      to Tenant which shall, at any time after commencement of the Term, result from
      any alteration, addition or improvement to the Premises made by or on behalf
      of
      Tenant (including Tenant's original installation and Tenant's subsequent
      alterations, additions, substitutions and improvements), whether done prior
      to
      or after the commencement of the Term of this Lease.




-7-





(e)  In
      connection with the performance of any alterations, improvements, changes or
      additions to the Premises as contemplated by Article IV or Section 5.2 of this
      Lease, in the event that any such improvement, alteration, change or addition
      to
      the Premises to be performed by Tenant (the "Work") affects so-called "Base
      Building Systems" and to the extent that such Work is not performed by Landlord
      or a general contractor employed directly by Landlord, Tenant hereby agrees
      to
      use the services of a construction management firm designated by Landlord to
      oversee, coordinate and review all aspects of any such Work. The cost and
      expense of the services of such construction manager shall be borne by Tenant
      as
      an additional charge under this Lease.





ARTICLE
      VI





ASSIGNMENT
      AND SUBLETTING





6.1  PROHIBITION .
      (a)
      Tenant covenants and agrees that whether voluntarily, involuntarily, by
      operation of law or otherwise, neither this Lease nor the term and estate hereby
      granted, nor any interest herein or therein, will be assigned, mortgaged,
      pledged, encumbered or otherwise transferred and that neither the Premises
      nor
      any part thereof will be encumbered in any manner by reason of any act or
      omission on the part of Tenant, or used or occupied, by anyone other than
      Tenant, or for any use or purpose other than a Permitted Use, or be sublet
      (which term, without limitation, shall include granting of concessions, licenses
      and the like) in whole or in part, or be offered or advertised for assignment
      or
      subletting without, in each instance, Landlord's prior written consent, which
      consent shall not be unreasonably withheld, conditioned or delayed. Tenant
      shall
      reimburse Landlord for all costs and expenses sustained or incurred by Landlord
      in connection with any request by Tenant for Landlord's consent to an assignment
      or subletting.




-8-





(b)  The
      provisions of paragraph (a) of this Section shall apply to a transfer (by one
      or
      more transfers) of a majority of the stock or partnership interests, or other
      evidences of ownership of Tenant as if such transfer were an assignment of
      this
      Lease; but such provisions shall not apply to transactions with an entity into
      or with which Tenant is merged or consolidated or to which substantially all
      of
      Tenant's assets are transferred or to any entity which controls or is controlled
      by Tenant or is under common control with Tenant, provided that in any of such
      events (i) the successor to Tenant has a net worth computed in accordance with
      generally accepted accounting principles at least equal to the net worth of
      Tenant immediately prior to such merger, consolidation or transfer, (ii) proof
      satisfactory to Landlord of such net worth shall have been delivered to Landlord
      at least 10 days prior to the effective date of any such transaction, and (iii)
      the assignee agrees directly with Landlord, by written instrument in form
      satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder
      including, without limitation, the covenant against further assignment or
      subletting.





(c)  If
      this
      Lease be assigned, or if the Premises or any part thereof be sublet or occupied
      by anyone other than Tenant, Landlord may, at any time and from time to time,
      collect rent and other charges from the assignee, subtenant or occupant, and
      apply the net amount collected to the rent and other charges herein reserved,
      but no such assignment, subletting, occupancy, collection or modification of
      any
      provisions of this Lease shall be deemed a waiver of this covenant, or the
      acceptance of the assignee, subtenant or occupant as a tenant or a release
      of
      the original named Tenant from the further performance by the original named
      Tenant hereunder. Notwithstanding the foregoing to the contrary, provided that
      no Default of Tenant exists under this Lease, Landlord and Tenant shall split
      any subleasing profits 50/50, after deducting Tenant's reasonable costs and
      expenses related to any such sublease. No assignment or subletting hereunder
      shall relieve Tenant from its obligations hereunder and Tenant shall remain
      fully and primarily liable therefor. No assignment or subletting, or occupancy
      shall affect Permitted Uses. Any subletting shall expire as of the day
      immediately preceding the date of expiration of the Term of this
      Lease.





(d)  I n
      connection with any request by Tenant for consent to assignment or subletting,
      Tenant shall first submit to Landlord in writing: (i) the name of the proposed
      assignee or subtenant, (ii) such information as to its financial responsibility
      and standing as Landlord may reasonably require, and (iii) all terms and
      provisions upon which the proposed assignment or subletting is to be made.
      Upon
      receipt from Tenant of such request and information, the Landlord shall have
      an
      option (sometimes hereinafter referred to as the "option" or "Take Back Option")
      to be exercised in writing within thirty (30) days after its receipt from Tenant
      of such request and information, if the request is to assign the Lease or to
      sublet all of the Premises, to cancel or terminate this Lease, or, if the
      request is to sublet fifty (50%) percent or more of the Premises only, to cancel
      and terminate this Lease with respect to such portion, in each case, as of
      the
      date set forth in Landlord's notice of exercise of such option, which shall
      be
      not less than sixty (60) nor more than one hundred twenty (120) days following
      the giving of such notice; in the event Landlord shall exercise such option,
      Tenant shall surrender possession of the entire Premises, or the portion which
      is the subject of the option, as the case may be, on the date set forth in
      such
      notice in accordance with the provisions of this Lease relating to surrender
      of
      Premises at the expiration of the Term. If this Lease shall be cancelled as
      to a
      portion of the Premises only, Basic Rent and Escalation Charges shall thereafter
      be abated proportionately according to the ratio the number of square feet
      of
      the portion of the space surrendered bears to the size of the Premises. As
      additional rent, Tenant shall reimburse Landlord promptly for reasonable legal
      and other expenses incurred by Landlord in connection with any request by Tenant
      for consent to assignment or subletting.




-9-





If
      Landlord shall not exercise its option pursuant to the foregoing provisions,
      Landlord will not unreasonably delay or withhold its consent to the assignment
      or subletting to the party referred to upon all the terms and provisions set
      forth in Tenant's notice to Landlord, provided that the terms and provisions
      of
      such assignment or subletting shall specifically make applicable to the assignee
      or sublessee all of the provisions of this Article VI of the Lease so that
      Landlord shall have against the assignee or sublessee all rights with respect
      to
      any further assignment or subletting which are set forth in Article VI of the
      Lease as amended hereby except that no such assignee or sublessee shall have
      any
      right to further assign or sublet the Premises. In any case where Landlord
      consents to an assignment of this Lease, Landlord shall be entitled to receive
      100% of all amounts received by Tenant in connection with such assignment.
      Further, in any case where Landlord consents to an assignment or a subletting,
      Landlord shall be entitled to receive all "Subleasing Overages" (as said term
      is
      hereinafter defined). As used herein, the term "Subleasing Overages" shall
      mean,
      for each period in question, all amounts received by Tenant in excess of Basic
      Rent and Escalation Charges and other items of additional rent reserved under
      this Lease attributable to the space sublet (including, without limitation,
      all
      lump sum payments made in connection therewith).





Any
      such
      assignment or subletting shall nevertheless be subject to all the terms and
      provisions of Article VI and no assignment shall be binding upon Landlord or
      any
      of Landlord's mortgagees, unless Tenant shall deliver to Landlord an instrument
      in recordable form which contains a covenant of assumption by the assignee
      running to Landlord and all persons claiming by, through or under Landlord.
      The
      failure or refusal of the assignee to execute such instrument of assumption
      shall not release or discharge the assignee from its liability as Tenant
      hereunder. In addition, Tenant shall furnish to Landlord a conformed copy of
      any
      sublease effected under terms of this Article VI. In no event shall the Tenant
      hereunder be released from its liability under this Lease.





Landlord
      shall not be deemed unreasonable in refusing to approve a sublease wherein
      the
      rent is, in the reasonable judgment of Landlord, at rates which are below market
      for the Premises or Building or where such proposed subtenant is a tenant,
      subtenant or occupant of the Building.





-10-





ARTICLE
      VII





RESPONSIBILITY
      FOR REPAIRS AND CONDITIONS OF PREMISES;


SERVICES
      TO BE FURNISHED BY LANDLORD




7.1  LANDLORD
      REPAIRS. (a)
      Except as otherwise provided in this Lease, Landlord agrees to keep in good
      order, condition and repair the roof, public areas, exterior walls (including
      exterior glass) and structure of the Building (including plumbing, mechanical
      and electrical systems installed by Landlord but excluding any systems installed
      specifically for Tenant's benefit or used exclusively by Tenant) and the HVAC
      system serving the Premises, all insofar as they affect the Premises, except
      that Landlord shall in no event be responsible to Tenant for the condition
      of
      glass in the Premises or for the doors (or related glass and finish work)
      leading to the Premises, or for any condition in the Premises or the Building
      caused by any act or neglect of Tenant, its agents, employees, invitees or
      contractors. Landlord shall not be responsible to make any improvements or
      repairs to the Building other than as expressly in this Section 7.1 provided,
      unless expressly provided otherwise in this Lease. All costs and expenses
      incurred by Landlord in performing its obligations under this Section 7.1 shall
      be included in Operating Expenses (as said term is hereafter
      defined).





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





(c)  Any
      services which Landlord is required to furnish pursuant to the provisions of
      this Lease may, at Landlord's option be furnished from time to time, in whole
      or
      in part, by employees of Landlord or by the Manager of the Property or by one
      or
      more third persons. Landlord shall cause the paved portions of the Property
      to
      be kept reasonably free and clear of snow, ice and refuse and shall cause the
      landscaped areas of the Property to be maintained in a reasonably attractive
      appearance.





7.2  TENANT'S
      AGREEMENT. (a)
      Tenant will keep neat and clean and maintain in reasonably good order, condition
      and repair the Premises and every part thereof, excepting only those repairs
      for
      which Landlord is responsible under the terms of this Lease, reasonable wear
      and
      tear of the Premises, and damage by fire or other casualty and as a consequence
      of the exercise of the power of eminent domain; and shall surrender the
      Premises, at the end of the Term, in such condition, ordinary wear and tear
      and
      damage by fire or other casualty excepted. Without limitation, Tenant shall
      continually during the Term of this Lease maintain the Premises in accordance
      with all laws, codes and ordinances from time to time in effect and all
      directions, rules and regulations of the proper officers of governmental
      agencies having jurisdiction, and of the Boston Board of Fire Underwriters,
      and
      shall, at Tenant's own expense, obtain all permits, licenses and the like
      required by applicable law. Notwithstanding the foregoing or the provisions
      of
      Article XII, Tenant shall be responsible for the cost of repairs which may
      be
      necessary by reason of damage to the Building caused by any act or neglect
      of
      Tenant or its agents, employees, contractors or invitees (including any damage
      by fire or any other casualty arising therefrom). Tenant shall be responsible
      for the payment of all charges (whether billed directly to Tenant by the
      applicable utility or submetered and billed to Tenant by Landlord) for
      electricity, HVAC and other utilities used or consumed in the Premises in
      accordance with the provisions of this Lease. Without limitation of the
      foregoing, Tenant shall not do or perform, and shall not permit its agents,
      servants, employees, contractors or invitees to do or perform any act or thing
      in or upon the Property which will invalidate or be in conflict with the
      certificate of occupancy for the Premises or the Building or violate any
      statute, law, rule, by-law or ordinance of any governmental entity having
      jurisdiction over the Property (the "Requirements"). Tenant shall, at Tenant's
      sole cost and expenses, take all action, including the making of any
      improvements or alterations necessary to comply with all Requirements
      (including, but not limited to the ADA, as modified and supplemented from time
      to time) which shall, with respect to the Premises or with respect to any
      abatement of nuisance, impose any violation, order or duty upon Landlord or
      Tenant arising from, or in connection with the Premises, Tenant's occupancy,
      use
      or manner of use of the Premises (including, without limitation, any occupancy,
      use or manner of use that constitutes a "place of public accommodation" under
      the ADA), or any installations, alterations, improvements or construction in
      the
      Premises, or required by reason of a breach of any of Tenant's covenants or
      agreements under this Lease, whether or not such Requirements shall now be
      in
      effect or hereafter enacted or issued.




-11-





(b)  If
      repairs are required to be made by Tenant pursuant to the terms hereof, Landlord
      may demand that Tenant make the same forthwith, and if Tenant refuses or
      neglects to commence such repairs and complete the same with reasonable dispatch
      after such demand, Landlord may (but shall not be required to do so) make or
      cause such repairs to be made (the provisions of Section 14.18 being applicable
      to the costs thereof) and shall not be responsible to Tenant for any loss or
      damage that may accrue to Tenant's stock or business by reason thereof.
      Notwithstanding the foregoing, Landlord may elect to take action hereunder
      immediately and without notice to Tenant if Landlord reasonably believes an
      emergency to exist.





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





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




-12-





7.4  BUILDING
      SERVICES. (a)
      Landlord shall also provide:





(i)  Cold
      water (at temperatures supplied by the City of Boston) for drinking, lavatory
      and toilet purposes. If Tenant uses water for any purpose other than for
      ordinary lavatory and drinking purposes and thereby materially increases its
      water consumption, Landlord may assess a reasonable charge for the additional
      water so used, or install a water meter and thereby measure Tenant's water
      consumption for all purposes. In the latter event, Tenant shall pay the cost
      of
      the meter and the cost of installation thereof including, without limitation,
      any related charges incurred by Landlord in connection with providing and
      installing the same. Tenant, at Tenant’s sole cost and expense, shall keep such
      meter and related equipment in good working order and repair. Tenant agrees
      to
      pay for water consumed, as shown on such meter, together with the sewer charge
      based on such meter charges, as and when bills are rendered, and in default
      in
      making such payment Landlord may pay such charges and collect the same from
      Tenant as an additional charge.





(ii)  Access
      to
      the Premises twenty-four hours per day, subject to reasonable security
      restrictions and restrictions based on emergency conditions and all other
      applicable provisions of this Lease.





(iii)  Cleaning
      Services described in Exhibit F as and to the extent required by Exhibit
      F.





(b)  Landlord
      reserves the right to curtail, suspend, interrupt and/or stop the supply of
      water, sewage, electrical current, cleaning, and other services, and to curtail,
      suspend, interrupt and/or stop use of entrances and/or lobbies serving access
      to
      the Building, without thereby incurring any liability to Tenant, when necessary
      by reason of accident or emergency, or for repairs, alterations, replacements
      or
      improvements which in the judgment of Landlord are necessary, or when prevented
      from supplying such services or use by strikes, lockouts, difficulty in
      obtaining materials, accidents or any other cause beyond Landlord's control,
      or
      by laws, orders or inability, by exercise of reasonable diligence, to obtain
      electricity, water, gas, steam, coal, oil or other suitable fuel or power.
      No
      diminution or abatement of rent or other compensation, nor any direct, indirect
      or consequential damages shall or will be claimed by Tenant as a result of,
      nor
      shall this Lease or any of the obligations of Tenant be affected or reduced
      by
      reason of, any such interruption, curtailment, suspension or stoppage in the
      furnishing of the foregoing services or use, irrespective of the cause thereof.
      Failure or omission on the part of Landlord to furnish any of the foregoing
      services or use shall not be construed as an eviction of Tenant, actual or
      constructive, nor entitle Tenant to an abatement of rent, nor to render the
      Landlord liable in damages, nor release Tenant from prompt fulfillment of any
      of
      its covenants under this Lease.





7.5  ELECTRICITY. (a)
      Tenant acknowledges and agrees to the best of its knowledge that there is a
      separate electrical meter in the Premises for the purpose of measuring Tenant's
      use and consumption of electricity in the Premises. Tenant shall make direct
      payment to the utility provider for any costs and expenses related to the
      operation of lights and plugs in the Premises. Landlord shall permit Landlord's
      existing wires, pipes, risers, conduits and other electrical equipment of
      Landlord to be used for the purpose of providing electrical service to the
      Premises. Tenant covenants and agrees that its electrical usage and consumption
      will not disproportionately "siphon off" electrical service necessary for other
      tenants of the Building and that its total connected load will not exceed the
      maximum load from time to time permitted by applicable governmental regulations
      nor the design criteria of the existing Building electrical capacity. Landlord
      shall not in any way be liable or responsible to Tenant for any loss or damage
      or expense which Tenant may sustain or incur if, during the Term of this Lease,
      either the quantity or character of electric current is changed or electric
      current is no longer available or suitable for Tenant's requirements due to
      a
      factor or cause beyond Landlord's control. Tenant shall purchase and install
      all
      lamps, tubes, bulbs, starters and ballasts. As provided in this Section 7.5
      and
      in Section 9.2(b) below, Tenant shall pay all charges for electricity, HVAC
      and
      other utilities used or consumed in the Premises.




-13-





(b)  In
      order
      to insure that the foregoing requirements are not exceeded and to avert possible
      adverse affect on the Building's electrical system, Tenant shall not, without
      Landlord's prior consent, connect any fixtures, appliances or equipment to
      the
      Building's electrical distribution system which operates on a voltage in excess
      of 120 volts nominal. If Landlord shall consent to the connection of any such
      fixtures, appliances or equipment, all additional risers or other electrical
      facilities or equipment required therefor shall be provided by Landlord and
      the
      cost thereof shall be paid by Tenant upon Landlord's demand as Additional Rent.
      From time to time during the Term of this Lease, Landlord shall have the right
      to have an electrical consultant selected by Landlord make a survey of Tenant's
      electric usage, the result of which shall be conclusive and binding upon
      Landlord and Tenant. In the event that such survey shows that Tenant has
      exceeded the requirements set forth in paragraph (a), in addition to any other
      rights Landlord may have hereunder, Tenant shall, upon demand, reimburse
      Landlord for the costs of such survey.





7.6  INTERRUPTION
      OF ESSENTIAL SERVICES .
      Notwithstanding anything contained in this Lease (including Exhibit E) to the
      contrary, if (a) an interruption or curtailment, suspension or stoppage of
      an
      Essential Service (as said term is hereinafter defined) shall occur (any such
      interruption of an Essential Service being hereinafter referred to as a "Service
      Interruption"), and (b) such Service Interruption continues for more than five
      (5) Business Days after Landlord shall have received notice thereof from Tenant
      and (c) as a result of such Service Interruption, the conduct of Tenant's normal
      operations in the Premises are materially and adversely affected, then there
      shall be an abatement of one day's Basic Rent for each day during which such
      Service Interruption continues beyond such five (5) Business Day Period;
      provided, further, however, that if any part of the Premises is reasonably
      useable for Tenant's operations or if Tenant conducts all or any part of its
      operations in the Premises notwithstanding such Service Interruption, then
      the
      amount of each daily abatement of Basic Rent shall only be proportionate to
      the
      nature and extent of the interruption of Tenant's normal operations. The
      provisions of this Section 7.6 shall not be binding upon any (a) Mortgagee
      foreclosing a mortgage on the Property or taking a deed in lieu of foreclosure
      or (b) any purchaser at or upon foreclosure of a mortgage on the Property.
      For
      purposes hereof, the term "Essential Services" shall mean the following
      services: access to the Premises, telephone service, heating, air-conditioning,
      water, sewer, and electricity. Landlord, in exercising its rights under this
      Section 7.6, shall make reasonable efforts to minimize any interference with
      Tenant's business operations in the Premises. Any abatement of Basic Rent under
      this paragraph shall apply only with respect to Basic Rent allocable to the
      period after each of the conditions set forth in subsections (a) through (c)
      hereof shall have been satisfied and only during such times as each of such
      conditions shall exist.




-14-





ARTICLE
      VIII





REAL
      ESTATE TAXES





8.1  PAYMENTS
      ON ACCOUNT OF REAL ESTATE TAXES. (a) For
      the purposes of this Article, the term "Tax Year" shall mean each twelve-month
      period commencing on the July 1 immediately preceding the Commencement Date
      and
      each twelve-month period thereafter commencing during the Term of this Lease;
      and the term "Taxes" shall mean all real estate taxes, special assessments
      and
      betterment assessments assessed with respect to the Property for any Tax
      Year.





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





(c)  Estimated
      payments by Tenant on account of Taxes shall be made monthly and at the time
      and
      in the fashion herein provided for the payment of Basic Rent. The monthly amount
      so to be paid to Landlord shall be sufficient to provide Landlord by the time
      real estate tax payments are due a sum equal to Tenant's required payments,
      as
      estimated by Landlord from time to time, on account of Taxes for the then
      current Tax Year. Promptly after receipt by Landlord of bills for such Taxes,
      Landlord shall advise Tenant of the amount thereof and the computation of
      Tenant's payment on account thereof. If estimated payments theretofore made
      by
      Tenant for the Tax Year covered by such bills exceed the required payments
      on
      account thereof for such Year, Landlord shall credit the amount of overpayment
      against subsequent obligations of Tenant on account of Taxes (or refund such
      overpayment if the Term of this Lease has ended and Tenant has no further
      obligation to Landlord); but if the required payments on account thereof for
      such Tax Year are greater than estimated payments theretofore made on account
      thereof for such Tax Year, Tenant shall make payment to Landlord within 30
      days
      after being so advised by Landlord. Landlord shall have the same rights and
      remedies for the non-payment by Tenant of any payments due on account of Taxes
      as Landlord has hereunder for the failure of Tenant to pay Basic Rent. The
      obligations of Tenant pursuant to this Article VIII shall survive expiration
      or
      earlier termination of the Term of this Lease.





8.2  ABATEMENT. If
      Landlord shall receive any tax refund or reimbursement of Taxes or sum in lieu
      thereof with respect to any Tax Year which is not due to vacancies in the
      Building, then out of any balance remaining thereof after deducting Landlord's
      expenses reasonably incurred in obtaining such refund, Landlord shall, provided
      there does not then exist a Default of Tenant, credit an amount equal to such
      refund or reimbursement or sum in lieu thereof (exclusive of any interest)
      multiplied by the Escalation Factor against the obligations of Tenant next
      falling due under this Article VIII; provided, that in no event shall Tenant
      be
      entitled to receive a credit equal to more than the payments made by Tenant
      on
      account of Taxes for such Year pursuant to paragraph (b) of Section 8.1 or
      to
      receive any payments or abatements of Basic Rent if Taxes for any Tax Year
      are
      less than Base Taxes or if Base Taxes are abated.




-15-





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





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





ARTICLE
      IX





OPERATING
      EXPENSES





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





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





(ii)  Operating
      Expenses: The aggregate costs or expenses reasonably incurred by Landlord with
      respect to the operation, administration, insuring, cleaning, repair,
      maintenance and management of the Property (but specifically excluding Utility
      Expenses) all as set forth in Exhibit E annexed hereto, provided that, if during
      any portion of the Operating Year for which Operating Expenses are being
      computed, less than all of Building Rentable Area was occupied by tenants or
      if
      Landlord is not supplying all tenants with the services being supplied
      hereunder, actual Operating Expenses incurred shall be reasonably extrapolated
      by Landlord on an item by item basis to the estimated Operating Expenses that
      would have been incurred if the Building were fully occupied for such Year
      and
      such services were being supplied to all tenants, and such extrapolated amount
      shall, for the purposes hereof, be deemed to be the Operating Expenses for
      such
      Year.





(iii)  Utility
      Expenses: The aggregate costs or expenses reasonably incurred by Landlord with
      respect to supplying electricity (other than electricity supplied to those
      portions of the Building leased to tenants), oil, steam, gas, water and sewer
      and other utilities supplied to the Property and not paid for directly by
      tenants, provided that, if during any portion of the Operating Year for which
      Utility Expenses are being computed, less than all Building Rentable Area was
      occupied by tenants or if Landlord is not supplying all tenants with the
      utilities being supplied hereunder, actual utility expenses incurred shall
      be
      reasonably extrapolated by Landlord on an item-by-item basis to the estimated
      Utility Expenses that would have been incurred if the Building were fully
      occupied for such Year and such utilities were being supplied to all tenants,
      and such extrapolated amount shall, for the purposes hereof, be deemed to be
      the
      Utility Expenses for such Year.




-16-





9.2  TENANT'S
      PAYMENTS. (a) In
      the event that during any Operating Year, Operating Expenses shall exceed Base
      Operating Expenses, Tenant shall pay to Landlord, as an Escalation Charge,
      an
      amount equal to (i) the excess of Operating Expenses over Base Operating
      Expenses for each Operating Year (or partial Operating Year) falling within
      the
      Term of this Lease multiplied by (ii) the Escalation Factor, such amount to
      be
      apportioned for any partial Operating Year in which the Commencement Date falls
      or the Term of this Lease ends.





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





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





-17-





ARTICLE
      X





INDEMNITY
      AND PUBLIC LIABILITY INSURANCE





10.1  TENANT'S
      INDEMNITY. To the
      maximum extent this agreement may be made effective according to law, Tenant
      agrees to defend, indemnify and save harmless Landlord and its officers,
      directors, shareholders, employees, contractors, servants, invitees,
      representatives and agents from and against all claims, loss, liability, costs
      and damages of whatever nature arising from any default by Tenant under this
      Lease and the following: (i) from any accident, injury, death or damage
      whatsoever to any person, or to the property of any person, occurring in or
      about the Premises; (ii) from any accident, injury, death or damage occurring
      outside of the Premises but on the Property, where such accident, damage or
      injury results or is claimed to have resulted from an act or omission on the
      part of Tenant or Tenant's agents, employees, invitees, independent contractors,
      or any other person acting under Tenant; or (iii) in connection with the conduct
      or management of the Premises or of any business therein, or any thing or work
      whatsoever done, or any condition created (other than by Landlord) in or about
      the Premises; and, in any case, occurring after the date of this Lease, until
      the end of the Term of this Lease, and thereafter so long as Tenant is in
      occupancy of the Premises. This indemnity and hold harmless agreement shall
      include indemnity against all costs, expenses and liabilities incurred in,
      or in
      connection with, any such claim or proceeding brought thereon, and the defense
      thereof, including, without limitation, reasonable attorneys' fees and costs
      at
      both the trial and appellate levels. The provisions of this Section 10.1 shall
      survive the expiration or any earlier termination of this Lease.





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





10.3  TENANT'S
      RISK. To the
      maximum extent this agreement may be made effective according to law, Tenant
      agrees to use and occupy the Premises and to use such other portions of the
      Property as Tenant is herein given the right to use at Tenant's own risk; and
      Landlord shall have no responsibility or liability for any loss of or damage
      to
      Tenant's Removable Property or for any inconvenience, annoyance, interruption
      or
      injury to business arising from Landlord's making any repairs or changes which
      Landlord is permitted by this Lease or required by law to make in or to any
      portion of the Premises or other sections of the Property, or in or to the
      fixtures, equipment or appurtenances thereof. Tenant shall carry "all-risk"
      property insurance on a "replacement cost" basis (including so-called
      improvements and betterments), and provide a waiver of subrogation as required
      in Section 14.20. The provisions of this Section 10.3 shall be applicable from
      and after the execution of this Lease and until the end of the Term of this
      Lease, and during such further period as Tenant may use or be in occupancy
      of
      any part of the Premises or of the Building.




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10.4  INJURY
      CAUSED BY THIRD PARTIES. To the
      maximum extent this agreement may be made effective according to law, Tenant
      agrees that Landlord shall not be responsible or liable to Tenant, or to those
      claiming by, through or under Tenant, for any loss or damage that may be
      occasioned by or through the acts or omissions of persons occupying adjoining
      premises or any part of the premises adjacent to or connecting with the Premises
      or any part of the Property or otherwise. The provisions of this Section 10.4
      shall survive the expiration or any earlier termination of this
      Lease.





ARTICLE
      XI





LANDLORD'S
      ACCESS TO PREMISES





11.1  LANDLORD'S
      RIGHTS. Landlord
      shall have the right to enter the Premises at all reasonable hours for the
      purpose of inspecting or making repairs to the same, and Landlord shall also
      have the right to make access available at all reasonable hours to prospective
      or existing mortgagees, purchasers or tenants of any part of the Property,
      all
      upon reasonable notice to Tenant, which the parties agree shall be twenty-four
      (24) hour prior telephonic notice except in the case of any emergency, accident
      or Force Majeure.





ARTICLE
      XII





FIRE,
      EMINENT DOMAIN, ETC.





12.1  ABATEMENT
      OF RENT. If the
      Premises shall be damaged by fire or casualty, Basic Rent and Escalation Charges
      payable by Tenant shall abate proportionately for the period in which, by reason
      of such damage, there is substantial interference with Tenant's use of the
      Premises, having regard to the extent to which Tenant may be required to
      discontinue Tenant's use of all or a portion of the Premises, but such abatement
      or reduction shall end if and when Landlord shall have substantially restored
      the Premises (excluding any alterations, additions or improvements made by
      Tenant pursuant to Section 5.2) to the condition in which they were prior to
      such damage. If the Premises shall be affected by any exercise of the power
      of
      eminent domain, Basic Rent and Escalation Charges payable by Tenant shall be
      justly and equitably abated and reduced according to the nature and extent
      of
      the loss of use thereof suffered by Tenant. In no event shall Landlord have
      any
      liability for damages to Tenant for inconvenience, annoyance, or interruption
      of
      business or other claims or causes of action arising from such fire, casualty
      or
      eminent domain.




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12.2  LANDLORD'S
      RIGHT OF TERMINATION. If the
      Premises or the Building are substantially damaged by fire or casualty (the
      term
      "substantially damaged" meaning damage of such a character that the same cannot,
      in ordinary course, reasonably be expected to be repaired within one hundred
      twenty (120) days from the time the repair work would commence), or if any
      part
      of the Building is taken by any exercise of the right of eminent domain, then
      Landlord shall have the right to terminate this Lease (even if Landlord's entire
      interest in the Premises may have been divested) by giving notice of Landlord's
      election so to do within sixty (60) days after the occurrence of such casualty
      or the effective date of such taking, whereupon this Lease shall terminate
      thirty (30) days after the date of such notice with the same force and effect
      as
      if such date were the date originally established as the expiration date
      hereof.





12.3  RESTORATION. If this
      Lease shall not be terminated pursuant to Section 12.2, Landlord shall
      thereafter use due diligence to restore the Premises (excluding any alterations,
      additions or improvements made by Tenant) to proper condition for Tenant's
      use
      and occupation, provided that Landlord's obligation shall be limited to the
      amount of insurance proceeds available therefor. If, for any reason, such
      restoration shall not be substantially completed within three (3) months after
      the expiration of the 90-day period referred to in Section 12.2 (which three
      (3)
      month period may be extended for such periods of time as Landlord is prevented
      from proceeding with or completing such restoration for any cause beyond
      Landlord's reasonable control), Tenant shall have the right to terminate this
      Lease by giving notice to Landlord thereof within thirty (30) days after the
      expiration of such period (as so extended). Upon the giving of such notice,
      this
      Lease shall cease and come to an end without further liability or obligation
      on
      the part of either party unless, within such 30-day period, Landlord
      substantially completes such restoration. Such right of termination shall be
      Tenant's sole and exclusive remedy at law or in equity for Landlord's failure
      so
      to complete such restoration.





12.4  AWARD. Landlord
      shall have and hereby reserves and excepts, and Tenant hereby grants and assigns
      to Landlord, all rights to recover for damages to the Property and the leasehold
      interest hereby created, and to compensation accrued or hereafter to accrue
      by
      reason of such taking, damage or destruction, and by way of confirming the
      foregoing, Tenant hereby grants and assigns, and covenants with Landlord to
      grant and assign to Landlord, all rights to such damages or compensation.
      Nothing contained herein shall be construed to prevent Tenant from, at its
      sole
      cost and expense, prosecuting a separate condemnation proceeding with respect
      to
      a claim for the value of any of Tenant's Removable Property installed in the
      Premises by Tenant at Tenant's expense and for relocation expenses, provided
      that such action shall not affect the amount of compensation otherwise
      recoverable by Landlord from the taking authority.


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ARTICLE
      XIII





DEFAULT




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





(i)  Tenant
      shall fail to pay the Basic Rent, Escalation Charges or other sums payable
      as
      additional charges hereunder within five (5) days after the date when due;
      or





(ii)  Tenant
      shall neglect or fail to perform or observe any other covenant herein contained
      on Tenant's part to be performed or observed, or Tenant shall desert or abandon
      the Premises or the Premises shall become, or appear to have become vacant
      (regardless of whether the keys shall have been surrendered or the rent and
      all
      other sums due shall have been paid) and Tenant shall fail to remedy the same
      within thirty (30) days after notice to Tenant specifying such neglect or
      failure, or if such failure is of such a nature that Tenant cannot reasonably
      remedy the same within such thirty (30) day period, Tenant shall fail to
      commence promptly to remedy the same and to prosecute such remedy to completion
      with diligence and continuity, provided, however, in no event shall such cure
      period exceed ninety (90) days unless Tenant is diligently and continuously
      prosecuting such remedy to completion within said ninety (90) day period;
      further, provided, however, if Tenant vacates all or any portion of the
      Premises, Tenant's vacancy shall not constitute a default hereunder provided
      that Tenant shall continue to pay Basic Rent, Escalation Charges and other
      sums
      payable as additional charges hereunder when due; or; or





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





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





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





(vi)  If
      an
      event of the type described in clauses (i) or (ii) above shall occur and if
      either (a) Tenant shall cure such default within the applicable grace period
      or
      (b) Landlord shall, in its sole discretion , permit Tenant to cure such default
      after the applicable grace period has expired, and an event which would
      constitute a similar default if not cured within the applicable grace period
      shall occur (without regard to any notice or opportunity to cure) more than
      once
      within the next 365 days, whether or not such event is cured within the
      applicable grace period;




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then
      in
      any such case (1) if such Default of Tenant shall occur prior to the
      Commencement Date, this Lease shall ipso  facto ,
      and
      without further act on the part of Landlord, terminate, and (2) if such Default
      of Tenant shall occur after the Commencement Date, Landlord may terminate this
      Lease by notice to Tenant, and thereupon this Lease shall come to an end as
      fully and completely as if such date were the date herein originally fixed
      for
      the expiration of the Term of this Lease, and Tenant will then quit and
      surrender the Premises to Landlord, but Tenant shall remain liable as
      hereinafter provided.





(b)  If
      this
      Lease shall be terminated as provided in this Article, or if any execution
      or
      attachment shall be issued against Tenant or any of Tenant's property whereupon
      the Premises shall be taken or occupied by someone other than Tenant, then
      Landlord may, without notice, re-enter the Premises, either by force, summary
      proceedings, ejectment or otherwise, and remove and dispossess Tenant and all
      other persons and any and all property from the same, as if this Lease had
      not
      been made, and Tenant hereby waives the service of notice of intention to
      re-enter or to institute legal proceedings to that end.





(c)  In
      the
      event of any termination, Tenant shall pay the Basic Rent, Escalation Charges
      and other sums payable hereunder up to the time of such termination, and
      thereafter Tenant, until the end of what would have been the Term of this Lease
      in the absence of such termination, and whether or not the Premises shall have
      been relet, shall be liable to Landlord for, and shall pay to Landlord, as
      liquidated current damages, the Basic Rent, Escalation Charges and other sums
      which would be payable hereunder if such termination had not occurred, less
      the
      net proceeds, if any, of any reletting of the Premises, after deducting all
      expenses in connection with such reletting, including, without limitation,
      all
      repossession costs, brokerage commissions, legal expenses, attorneys' fees,
      advertising, expenses of employees, alteration costs and expenses of preparation
      for such reletting. Tenant shall pay such current damages to Landlord monthly
      on
      the days which the Basic Rent would have been payable hereunder if this Lease
      had not been terminated.





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





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




-22-





(f)  Tenant
      further agrees that Landlord may file suit from time to time to recover any
      sums
      due under the terms of this Lease and that no recovery of any portion due
      Landlord hereunder shall be a defense to any subsequent action brought for
      any
      amount not theretofore reduced to judgment in favor of Landlord. Reletting
      the
      Premises shall not be construed as an election on the part of Landlord to
      terminate this Lease, and notwithstanding any such reletting without
      termination, Landlord may at any time thereafter elect to terminate this Lease
      for such previous breach, whereupon the foregoing provisions with respect to
      termination shall apply. Nothing herein shall be deemed to require Landlord
      to
      await the date whereon this Lease or the Term hereof would have expired by
      limitation had there been no such default by Tenant, or no such termination,
      as
      the case may be.





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





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





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





13.2  LANDLORD'S
      DEFAULT. Landlord
      shall in no event be in default of the performance of any of Landlord's
      obligations hereunder unless and until Landlord shall have unreasonably failed
      to perform such obligation within a period of time reasonably required to
      correct any such default, after notice by Tenant to Landlord specifying wherein
      Landlord has failed to perform any such obligations.





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ARTICLE
      XIV





MISCELLANEOUS
      PROVISIONS





14.1  EXTRA
      HAZARDOUS USE. Tenant
      covenants and agrees that Tenant will not do or permit anything to be done
      in or
      upon the Premises, or bring in anything or keep anything therein, which shall
      increase the rate of property or liability insurance on the Premises or of
      the
      Building above the standard rate applicable to premises being occupied for
      Permitted Uses; and Tenant further agrees that, in the event that Tenant shall
      do any of the foregoing, Tenant will promptly pay to Landlord, on demand, any
      such increase resulting therefrom, which shall be due and payable as an
      additional charge hereunder.





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





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





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





14.4  LANDLORD'S
      LIABILITY. (a)
      Tenant acknowledges and agrees that Landlord's liability shall be limited to
      Landlord's equity interest in the Property without recourse to any other assets
      of Landlord. Tenant specifically agrees to look solely to Landlord's then
      interest in the Property at the time owned, for recovery of any judgment from
      Landlord and not to any other assets of Landlord; it being specifically agreed
      that neither Landlord (original or successor) nor any of its assigns, agents,
      servants, employees, directors, shareholders, officers, trustees and
      beneficiaries shall ever be personally liable for any such judgment, or for
      the
      payment of any monetary obligation to Tenant. The provision contained in the
      foregoing sentence is not intended to, and shall not, limit any right that
      Tenant might otherwise have to obtain injunctive relief against Landlord or
      Landlord's successors in interest, or to take any action not involving the
      personal liability of Landlord (original or successor) to respond in monetary
      damages from Landlord's assets other than Landlord's equity interest in the
      Property.




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(b)  With
      respect to any services or utilities to be furnished by Landlord to Tenant,
      Landlord shall in no event be liable for failure to furnish the same when
      prevented from doing so by Force Majeure, strike, lockout, breakdown, accident,
      order or regulation of or by any governmental authority, or failure of supply,
      or inability by the exercise of reasonable diligence to obtain supplies, parts
      or employees necessary to furnish such services, or because of war or other
      emergency, or for any cause beyond Landlord's reasonable control, or for any
      cause due to any act or neglect of Tenant or Tenant's servants, agents,
      employees, licensees or any person claiming by, through or under Tenant; nor
      shall any such failure give rise to any claim in Tenant's favor that Tenant
      has
      been evicted, either constructively or actually, partially or
      wholly.





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





(d)  With
      respect to any repairs or restoration which are required or permitted to be
      made
      by Landlord, the same may be made during normal business hours and Landlord
      shall have no liability for damages to Tenant for inconvenience, annoyance
      or
      interruption of business arising therefrom, except as expressly provided in
      Section 7.6 of this Lease.





14.5  NOTICE
      TO MORTGAGEE OR GROUND LESSOR. After
      receiving notice from any person, firm or other entity that it holds a mortgage
      or a ground lease which includes the Premises, no notice from Tenant to Landlord
      alleging any default by Landlord shall be effective unless and until a copy
      of
      the same is given to such holder or ground lessor (provided Tenant shall have
      been furnished in writing with the name and complete mailing address of such
      holder or ground lessor), and the curing of any of Landlord's defaults by such
      holder or ground lessor shall be treated as performance by
      Landlord.





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





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




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





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





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





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





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





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




-26-





14.12  NOTICES. Whenever, by the terms of this Lease, notices, consents or approvals shall
      or
      may by given either to Landlord or to Tenant, such notices, consents or
      approvals shall be in writing and shall be sent by (i) nationally recognized
      overnight delivery service with signature required on delivery or (ii)
      registered or certified mail, return receipt requested, postage
      prepaid:





-27-


If
      intended for Landlord, addressed to Landlord at:





Landlord's
      Original Address





(or
      to
      such other address as may from time to time hereafter be designated by Landlord
      by like notice).





with
      a
      copy to:


Essex
      River Management, Inc.


c/o
      Essex
      River Ventures, Inc.


225
      Friend Street - 7th
      Floor


Boston,
      Massachusetts 02114





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





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





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





14.14  PARAGRAPH
      HEADINGS. The
      paragraph headings throughout this instrument are for convenience and reference
      only, and the words contained therein shall in no way be held to explain,
      modify, amplify or aid in the interpretation, construction, or meaning of the
      provisions of this Lease.





14.15  RIGHTS
      OF MORTGAGEE OR GROUND LESSOR. This
      Lease shall be subordinate to any mortgage or ground lease from time to time
      encumbering the Premises, whether executed and delivered prior to or subsequent
      to the date of this Lease, if the holder of such mortgage or ground lease shall
      so elect. If this Lease is subordinate to any mortgage or ground lease and
      the
      holder thereof (or successor) shall succeed to the interest of Landlord, at
      the
      election of such holder (or successor) Tenant shall attorn to such holder and
      this Lease shall continue in full force and effect between such holder (or
      successor) and Tenant. Tenant agrees to execute such instruments of
      subordination or attornment in confirmation of the foregoing agreement as such
      holder may request, and Tenant hereby appoints such holder as Tenant's
      attorney-in-fact to execute such subordination or attornment agreement upon
      default of Tenant in complying with such holder's request. Landlord shall use
      commercially reasonable efforts to obtain from Landlord's mortgagee a
      Subordination, Non-Disturbance and Attornment Agreement in form and substance
      satisfactory to Landlord's mortgagee. "Commercially reasonable efforts" shall
      not require Landlord to pay any money.




-28-





14.16  ESTOPPEL
      CERTIFICATE. Recognizing that both parties may find it necessary to establish to third
      parties, such as accountants, banks, mortgagees, ground lessors, or the like,
      the then current status of performance hereunder, either party, within fifteen
      (15) days following any written request of the other made from time to time,
      will promptly furnish to Landlord, or the holder of any mortgage or ground
      lease
      encumbering the Premises, or to Tenant, as the case may be, a statement of
      the
      status of any matter pertaining to this Lease, including, without limitation,
      acknowledgment that (or the extent to which) each party is in compliance with
      its obligations under the terms of this Lease. Tenant's failure to deliver
      such
      statement to Landlord and/or any prospective mortgagee or purchaser designated
      by Landlord within such time (x) shall be conclusive upon Tenant (i) that this
      Lease is in full force and effect, without modification except as may be
      represented by Landlord, (ii) that there are no uncured defaults in the
      Landlord's performance and (iii) that no more than one (1) month's rental has
      been paid in advance and (y) at Landlord's election, five (5) business days
      following notice of such election, shall constitute a Default of Tenant
      hereunder.





14.17  SECURITY
      DEPOSIT. Concurrently with the execution and delivery of this Lease, Tenant shall deposit
      the Security Deposit specified in Section 1.2 hereof with Landlord. Landlord
      shall hold the same as security for the performance by Tenant of all obligations
      on the part of Tenant hereunder. Landlord shall have the right from time to
      time
      without prejudice to any other remedy Landlord may have on account thereof,
      to
      apply such deposit, or any part thereof, to Landlord's damages arising from,
      or
      to cure, any Default of Tenant. If Landlord shall so apply any or all of such
      deposit, Tenant shall immediately deposit with Landlord the amount so applied
      to
      be held as security hereunder. There then existing no Default of Tenant,
      Landlord shall return the deposit, or so much thereof as shall theretofore
      not
      been applied in accordance with the terms of this Section 14.17, to Tenant
      on
      the date which is the last to occur of (i) the date which is thirty (30) days
      after the last day of the Term of this Lease or (ii) the date which is thirty
      (30) days after the date of delivery of the entire Premises to Landlord in
      accordance with the terms of this Lease or (iii) the date which is thirty (30)
      days after the last of Tenant's monetary obligations to Landlord under this
      Lease have been paid and satisfied in full. While Landlord holds such deposit,
      Landlord shall have no obligation to pay interest on the same and shall have
      the
      right to commingle the same with Landlord's other funds. If Landlord conveys
      Landlord's interest under this Lease, the deposit, or any part thereof not
      previously applied, may be turned over by Landlord to Landlord's grantee, and,
      if so turned over, Tenant agrees to look solely to such grantee for proper
      application of the deposit in accordance with the terms of this Section 14.17,
      and the return thereof in accordance therewith. The holder of a mortgage shall
      not be responsible to Tenant for the return or application of any such deposit,
      whether or not it succeeds to the position of Landlord hereunder, unless such
      deposit shall have been received in hand by such holder.




-29-





14.18  REMEDYING
      DEFAULTS. Landlord
      shall have the right, but shall not be required, to pay such sums or to do
      any
      act which requires the expenditure of monies which may be necessary or
      appropriate by reason of the failure or neglect of Tenant to perform any of
      the
      provisions of this Lease, and in the event of the exercise of such right by
      Landlord, Tenant agrees to pay to Landlord forthwith upon demand all such sums,
      together with interest thereon at a rate equal to 3% over the prime rate in
      effect from time to time at Bank of America or such other banking institution
      in
      Boston, MA as designated from time to time by Landlord (but in no event greater
      than the maximum rate of interest permitted by law), as an additional charge.





14.19  HOLDING
      OVER. Any
      holding over by Tenant after the expiration or earlier termination of the Term
      of this Lease shall be treated as a daily tenancy at sufferance at a rate equal
      to the then fair rental value of the Premises but in no event less than two
      (2)
      times the sum of (i) Basic Rent and (ii) Escalation Charges in effect on the
      expiration or termination date. Tenant shall also pay to Landlord all damages,
      direct and/or indirect (including any loss of a tenant or rental income),
      sustained by reason of any such holding over. Otherwise, such holding over
      shall
      be on the terms and conditions set forth in this Lease as far as applicable.





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





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





14.22  INTENTIONALLY
      DELETED.




-30-





14.23  BROKERAGE. Tenant
      warrants and represents that Tenant has dealt with no broker in connection
      with
      the consummation of this Lease and, in the event of any brokerage claims against
      Landlord predicated upon prior dealings with Tenant, Tenant agrees to defend
      the
      same and indemnify Landlord against any such claim.





14.24  SPECIAL
      TAXATION PROVISIONS. Landlord
      shall have the right at any time and from time to time, to unilaterally amend
      the provisions of this Lease if Landlord is advised by its Counsel that all
      or
      any portion of the monies paid by Tenant to Landlord hereunder are, or may
      be
      deemed to be, unrelated business income within the meaning of the United States
      Internal Revenue Code, or any regulation issued thereunder, and Tenant agrees
      that it will execute all documents or instruments necessary to effect such
      amendment or amendments, provided that no such amendment shall result in Tenant
      having to pay in the aggregate more money on account of its occupancy of the
      demised premises under the provisions of this Lease as so amended and provided
      further, that no such amendment or amendments shall result in Tenant receiving
      under the provisions of this Lease less services than it is entitled to receive
      nor services of a lesser quality. Anything contained in the foregoing provisions
      of this Lease (including, without limitation, Article VI hereof) to the contrary
      notwithstanding, neither Tenant nor any other person having an interest in
      the
      possession, use, occupancy or utilization of the Premises, shall enter into
      any
      lease, sublease, license, concession or other agreement for use, occupancy,
      utilization of space in the Premises which provides for rental or other payment
      for such use, occupancy or utilization of space, in whole or in part, on the
      net
      income or profits derived by any person from the Premises leased, used, occupied
      or utilized (other than an amount based on a fixed percentage or percentage
      of
      receipts for sales) and any such recorded lease, sublease, license, concession
      or other agreement shall be absolutely void and ineffective as a conveyance
      of
      any right or interest in the possession, use, occupancy or utilization of any
      part of the Premises.





14.25  HAZARDOUS
      MATERIALS. Tenant
      shall not (either with or without negligence) cause or permit the escape,
      disposal, release or threat of release of any biologically or chemically active
      or other Hazardous Materials (as said term is hereafter defined) on, in, upon
      or
      under the Property or the Premises. Tenant shall not allow the generation,
      storage, use or disposal of such Hazardous Materials in any manner not
      sanctioned by law or by the highest standards prevailing in the industry for
      the
      generation, storage, use and disposal of such Hazardous Materials, nor allow
      to
      be brought into the Property any such Hazardous Materials except for use in
      the
      ordinary course of Tenant's business, and then only after written notice is
      given to Landlord of the identity of such Hazardous Materials. If any lender
      or
      governmental agency shall ever require testing to ascertain whether or not
      there
      has been any release of Hazardous Materials, then the reasonable costs thereof
      shall be reimbursed by Tenant to Landlord upon demand as additional charges
      but
      only if a release of Hazardous Materials is found to have occurred at the
      Premises, the Building or the Property during Tenant's occupancy as the result
      of the acts or omissions of Tenant or its agents, employees, contractors or
      invitees. In addition, Tenant shall execute affidavits, representations and
      the
      like, from time to time, at Landlord's request concerning Tenant's best
      knowledge and belief regarding the presence of Hazardous Materials on the
      Premises.




-31-





The
      Tenant shall, at its own expense, remove, clean up, remedy and dispose of (in
      compliance with all applicable laws, rules and regulations) all Hazardous
      Materials generated or released by the Tenant or its officers, directors,
      employees, contractors, servants, invitees, agents or any other person acting
      under Tenant during the term of this Lease (or during such term as the Tenant
      is
      in occupancy or possession of any part of the Premises, the Building or the
      Property) at or from the Premises, the Building or the Property in compliance
      with all Environmental Laws (as said term is hereafter defined) and further,
      shall remove, clean up, remedy and dispose of all Hazardous Materials located
      at, upon, under, within or in the Premises, the Building or the Property
      generated by or resulting from its operations, activities or processes during
      the term of this Lease (or such other periods of time as the Tenant may be
      in
      occupancy or in possession of the Premises or any portion of the Property or
      Building), in compliance with all Environmental Laws. In performing its
      obligations hereunder, the Tenant shall use best efforts to avoid interference
      with the use and enjoyment of the Building and the Property by other tenants
      and
      occupants thereof. The provisions hereof shall survive expiration or termination
      of this Lease.





The
      Tenant shall indemnify, defend and save harmless the Landlord and its officers,
      directors, shareholders, employees, contractors, servants, invitees,
      representatives and agents from and against all loss, costs, damages, claims,
      proceedings, demands, liabilities, penalties, fines and expenses, including
      without limitation, reasonable fees and costs for attorneys’ fees, consultants’
fees, litigation costs and clean-up costs asserted against or incurred by the
      Landlord, its officers, directors, shareholders, employees, contractors,
      servants, invitees representatives or agents at any time by reason of or arising
      out of (i) any release or threat of release of any Hazardous Materials at,
      in,
      upon, under or from the Premises, the Building or the Property where such
      release or threat of release is the result of the acts or omissions of the
      Tenant or its agents, servants, employees, contractors or invitees, or (ii)
      any
      violation or alleged violation of any Environmental Laws governing Hazardous
      Materials where such violation or alleged violation is the result of the acts
      or
      omissions of the Tenant or its agents, servants, employees, contractors,
      invitees, or any other person acting under Tenant. The indemnities set forth
      in
      this Section shall survive expiration or termination of this Lease.





In
      addition to the requirements set forth above, the Tenant shall, within ten
      (10)
      days of receipt, provide to the Landlord copies of any inspection or other
      reports, correspondence, documentation, orders, citations, notices, directives,
      or suits from or by any governmental authority or insurer regarding
      non-compliance with or potential or actual violation of Environmental Laws.
      The
      Landlord hereby expressly reserves the right to enter the Premises and all
      other
      portions of the Building and the Property in order to perform inspections and
      testing of the air, soil and groundwater for the presence or existence of
      Hazardous Materials.





As
      used
      herein, the term “Hazardous Materials” shall mean and include, without
      limitation, any material or substance which is (i) petroleum, (ii) asbestos,
      (iii) designated as a “hazardous substance” pursuant to Section 311 of the
      Federal Water Pollution Control Act, 33 U.S.C. SS 1251 et seq. (33 U.S.C. SS
      1321) or listed in SS 307 of the Federal Water Pollution Control Act (33 U.S.C.
      SS 1317), (iv) defined as a “hazardous waste” pursuant to Section 1004 of the
      Resource Conservation and Recovery Act, 42 U.S.C. SS 6901 et seq. (42 U.S.C.
      SS
      6903), (v) defined as a “hazardous substance” pursuant to Section 101 of the
      Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
      SS 9601 et seq. (42 U.S.C. SS 9601), as amended and regulations promulgated
      thereunder, or (vi) defined as “oil” or a “hazardous waste”, a “hazardous
      substance”, a “hazardous material” or a “toxic material” under any other law,
      rule or regulation applicable to the Property, including, without limitation,
      Chapter 21E of the Massachusetts General Laws, as amended and the regulations
      promulgated thereunder. As used herein, the term “Environmental Laws” shall
      mean, without limitation, each and every law, rule, order, statute or regulation
      described above in this Section, together with (i) any amendments thereto,
      or
      regulations promulgated thereunder and (ii) any other laws pertaining to the
      protection of the environment or governing the use, release, storage, generation
      or disposal of Hazardous Materials, whether now existing or hereafter enacted
      or
      promulgated.




-32-





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





14.27  INDEPENDENT
      COVENANT .
      Tenant
      acknowledges and agrees that its covenant to pay Basic Rent, Escalation Charges
      and other sums payable as additional charges hereunder and to observe, perform
      and comply with any other obligations of Tenant hereunder is independent of
      Landlord's obligation to act or refrain from acting hereunder, and that in
      the
      event that Tenant shall have a claim against Landlord, Tenant shall not have
      the
      right to deduct the amount allegedly owed to Tenant from any Basic Rent,
      Escalation Charges or other sums payable as additional charges due hereunder,
      it
      being understood that Tenant's sole remedy for recovering upon such claim shall
      be to bring an independent legal action against Landlord.





14.28  SURVIVAL
      PROVISION. It is
      expressly understood and agreed that any indemnification by Tenant contained
      in
      this Lease shall survive any expiration or earlier termination of this
      Lease.




[Remainder
      of Page Intentionally Left Blank - Signature Page Follows]





-33-


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


TENANT:ZOOM TELEPHONICS, INC.By:
            /s/ Frank ManningIts:President




LANDLORD:ESSEX RIVER VENTURES, INC.By:
            /s/ Robert B. KingIts:Executive
              Vice President






-34-




EXHIBIT
      A





PLAN
      SHOWING PREMISES










EXHIBIT
      B





INTENTIONALLY
      OMITTED








EXHIBIT
      C





RULES
      AND
      REGULATIONS




1.  The
      sidewalks, paved and/or landscaped areas shall not be obstructed or encumbered
      by Tenant or used for any purpose other than ingress and egress to and from
      the
      demised premises.





2.  No
      sign,
      advertisement, notice or other lettering shall be exhibited, inscribed, painted
      or affixed by Tenant on any part of the demised premises or Building so as
      to be
      visible from outside the demised premises without the prior written consent
      of
      Landlord, which will not be unreasonably withheld or delayed. In the event
      of
      any violation of this paragraph, Landlord may remove same without any liability,
      and may charge the expense incurred in such removal to Tenant, as additional
      rent.





3.  No
      awnings, curtains, blinds, shades, screens or other projections shall be
      attached to or hung in, or used in connection with, any window of the demised
      premises or any outside wall of the Building without the prior written consent
      of Landlord, which will not be unreasonably withheld or delayed so long as said
      awning or other item conforms to similar items installed in or upon other
      portions of the Building. Such awnings, curtains, blinds, shades, screens or
      other projections must be of a quality, type, design and color, and attached
      in
      the manner, approved by Landlord. If any portion of the demised premises which
      is not used for office purposes shall have windows, such windows shall be
      equipped with curtains, blinds or shades approved by Landlord, and said
      curtains, blinds or shades shall be kept closed at all times.





4.  The
      water
      and wash closets and other plumbing fixtures shall not be used for any purposes
      other than those for which they were designed and constructed, and no sweepings,
      rubbish, rags, acids, chemicals, process water, cooling water or like substances
      shall be deposited therein. Said plumbing fixtures and the plumbing system
      of
      the Building shall be used only for discharge of so-called sanitary waste.
      All
      damage resulting from any misuse of said fixtures and/or plumbing system by
      Tenant or anyone claiming under Tenant shall be borne by Tenant.





5.  Tenant
      must, upon the termination of its tenancy, return to Landlord all locks,
      cylinders and keys to the demised premises and any offices therein.





6.  Intentionally
      Deleted.





7.  Tenant
      shall, at Tenant's expense, provide artificial light and electric current for
      the employees of Landlord and/or Landlord's contractors while making repairs
      or
      alterations in the demised premises.





8.  Tenant
      shall not make, or permit to be made, any unseemly or disturbing odors or noises
      or disturb or interfere with occupants of the Building or those having business
      with them, whether by use of any musical instrument, radio, machine, or in
      any
      other way.










9.  Canvassing,
      soliciting, and peddling in the Building are prohibited and Tenant shall
      cooperate to prevent the same.





10.  Tenant
      shall keep the demised premises free at all time of pests, rodents and other
      vermin, and Tenant shall keep all trash and rubbish stored in containers of
      a
      type approved by Landlord, such containers to be kept at locations designated
      by
      Landlord. Tenant shall cause such containers to be emptied whenever necessary
      to
      prevent them from overflowing or from producing any objectionable
      odors.





11.  Landlord
      reserves the right to rescind, alter, waive and/or establish any reasonable
      rules and regulations of uniform application to all tenants which, in its
      judgment, are necessary, desirable or proper for its best interests and the
      best
      interests of the occupants of the Building.





12.  The
      access roads, driveways, entrances and exits shall not be obstructed or
      encumbered by Tenant or used for any purpose other than ingress and
      egress.


-2-





EXHIBIT
      D





INTENTIONALLY
      OMITTED











EXHIBIT
      E





(ITEMS
      INCLUDED IN UTILITY


EXPENSES
      AND OPERATING EXPENSES)





A.  Without
      limitation, Utility Expenses shall include:





Costs
      for
      electricity, fuel, oil, gas, steam, water and sewer use charges and other
      utilities supplied to the Property and not paid for directly by tenants. Utility
      Expenses shall not include Tenant’s charges for electricity used or consumed in
      the Premises, which charges are paid directly by Tenant to the utility
      provider.





B.  Without
      limitation, Operating Expenses shall include:





1.  All
      expenses incurred by Landlord or Landlord's representatives which shall be
      directly related to employment of personnel, including amounts incurred for
      wages, salaries and other compensation for services, payroll, social security,
      unemployment and similar taxes, workmen's compensation insurance, disability
      benefits, pensions, hospitalization, retirement plans and group insurance,
      uniforms and working clothes and the cleaning thereof, and expenses imposed
      on
      Landlord or Landlord's agents in connection with the operation, repair,
      maintenance, cleaning, management and protection of the Property, and its
      mechanical systems including, without limitation, day and night supervisors,
      property manager, accountants, bookkeepers, janitors, carpenters, engineers,
      mechanics, electricians and plumbers and personnel engaged in supervision of
      any
      of the persons mentioned above: provided that, if any such employee is also
      employed on other property of Landlord, such compensation shall be suitably
      allocated by Landlord among the Property and such other properties.





2.  The
      cost
      of services, materials and supplies furnished or used in the operation, repair,
      maintenance, cleaning, management and protection of the Property including,
      without limitation, fees and assessments, if any, imposed upon Landlord, or
      charged to the Property, by any governmental agency or authority or other duly
      authorized private or public entity on account of public safety services,
      transit, housing, police, fire, sanitation or other services or purported
      benefits.





3.  The
      cost
      of replacements for tools and other similar equipment used in the repair,
      maintenance, cleaning and protection of the Property, provided that, in the
      case
      of any such equipment used jointly on other property of Landlord, such costs
      shall be allocated by Landlord among the Property and such other
      properties.





4.  Premiums
      for insurance against damage or loss to the Building from such hazards as shall
      from time to time be generally required by institutional mortgagees in the
      Boston area for similar properties, including, but not by way of limitation,
      insurance covering loss of rent attributable to any such hazards, and public
      liability insurance.










5.  Where
      the
      Property is managed by Landlord or an affiliate of Landlord, a sum equal to
      the
      amounts customarily charged by management firms in the Boston area for similar
      properties, but in no event more than six percent (6%) of gross annual income
      derived from the Property, whether or not actually paid, or where managed by
      other than Landlord or an affiliate thereof, the amounts accrued for management,
      together with, in either case, amounts accrued for legal and other professional
      fees relating to the Property, but excluding such fees and commissions paid
      in
      connection with services rendered for securing or renewing leases and for
      matters not related to the normal administration and operation of the
      Building.





6.  If,
      during the Term of this Lease, Landlord shall make a capital expenditure, the
      total cost of which is not properly includable in Operating Expenses for the
      Operating Year in which it was made, there shall nevertheless be included in
      such Operating Expenses for the Operating Year in which it was made and in
      Operating Expenses for each succeeding Operating Year, an annual charge-off
      of
      such capital expenditure. The annual charge-off shall be determined by dividing
      the original capital expenditure plus an interest factor, reasonably determined
      by Landlord, as being the interest rate then being charged for long-term
      mortgages, by institutional lenders on like properties within the locality
      in
      which the Building is located, by the number of years of useful life of the
      capital expenditure, and the useful life shall be determined reasonably by
      Landlord in accordance with generally accepted accounting principles and
      practices in effect at the time of making such expenditure.





7.  Betterment
      assessments provided the same are apportioned equally over the longest period
      permitted by law.





8.  Amounts
      paid to independent contractors for services, materials and supplies furnished
      for the operation, repair, maintenance, cleaning and protection of the
      Property.





-2-





EXHIBIT
      F





(Cleaning
      Specifications)





A.  Premises





Daily
      on
      Business Days except Saturdays, Sundays and those certain holidays specified
      in
      the definition of "Business Days" in the Lease:





1.  Empty
      all
      waste receptacles and ash trays and remove waste material from the
      Premises.





2.  Sweep
      and
      dust mop all uncarpeted areas using a dust-treated mop.





3.  Vacuum
      all rugs and carpeted areas.





4.  Hand
      dust
      and wipe clean with treated cloths all horizontal surfaces including furniture,
      office equipment, window sills, door ledges, chair rails and counter tops,
      within normal reach.





5.  Wash
      clean all water fountains.





6.  Upon
      completion of cleaning, all lights will be turned off and doors locked, leaving
      the Premises in an orderly condition.





Quarterly:





Render
      high dusting not reached in daily cleaning to include:





1.  Dusting
      all pictures, frames, charts, graphs and similar wall hangings.





2.  Dusting
      all vertical surfaces, such as walls, partitions, doors and ducts.





3.  Dusting
      of all pipes, ducts and high moldings.





B.  LAVATORIES :





Daily
      on
      Business Days except Saturdays, Sundays and those certain holidays specified
      in
      the definition of "Business Days" in the Lease:





1.  Sweep
      and
      damp mop floors.





2.  Clean
      all
      mirrors, powder shelves, dispensers and receptacles, bright work, flushometers,
      pipes and toilet seat hinges.





3.  Wash
      both
      sides of all toilet seats.










4.  Wash
      all
      basins, bowls and urinals.





5.  Dust
      and
      clean all powder room fixtures.





6.  Empty
      and
      clean paper towel and sanitary disposal receptacles.





7.  Remove
      waste paper and refuse.





8.  Refill
      tissue holders, soap dispensers, towel dispensers, vending sanitary dispensers,
      material to be furnished by Landlord.





9.  A
      sanitizing solution will be used in all lavatory cleaning.





Monthly:





1.  Machine
      scrub lavatory floors.





2.  Wash
      all
      partitions and tile walls in lavatories.





C.  MAIN
      LOBBY, ELEVATORS, BUILDING EXTERIOR AND CORRIDORS





Daily
      on
      Business Days except Saturdays, Sundays and those certain holidays specified
      in
      the definition of "Business Days" in the Lease:





1.  Sweep
      and
      wash all floors.





2.  Wash
      all
      rubber mats.





3.  Clean
      elevators, wash or vacuum floors, wipe down walls and doors.





4.  Spot
      clean any metal work inside lobby.





5.  Spot
      clean any metal work surrounding building entrance doors.





Monthly:





All
      resilient tile floors in public areas to be treated equivalent to spray
      buffing.





D.  WINDOW
      CLEANING :
      Windows
      of exterior walls will be washed on the outside once every six months and on
      the
      inside once every six months, weather permitting.





E.  Tenant
      requiring services in excess of those described above shall request same through
      Landlord, at Tenant's expense.


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