Exhibit 10.27


LEASE


1. Identifications


          This
LEASE is made and entered into this 8th day of November, 2000 by and
between 175 GREAT ROAD, L.L.C. (the “Landlord”), having
an address at do Connelly Properties, L.L.C., 57 Bedford Street, Suite 100, Lexington,
Massachusetts 02420 and RNK, Inc., a Massachusetts corporation (the “Tenant”), having
an address at 333 Elm Street, Dedham, Massachusetts 02026.


2. Lease: the Premises


          In
consideration of the Basic Rent, Additional Rent, and other payments and
covenants of the Tenant hereinafter set forth, and upon the following terms and
conditions, the Landlord hereby leases to the Tenant and the Tenant hereby
leases from the Landlord approximately 9,375 rentable square feet of floor area
(the “Premises”),
consisting of the entire second floor, and the battery room located on the
first floor, of that certain building (the “Building”) situated on that certain parcel of
land (the “Property”)
known as and numbered 175 Great Road, Bedford, Massachusetts. The
Premises is depicted on the floor plan attached hereto as Exhibit A. The Building and the Property are leased to the Landlord
pursuant to that certain Ground Lease dated September 15, 1977, notice of which
has been recorded with Middlesex South District Registry of Deeds in Book
13329, at Page 583, as affected by Assignment of Ground Lease and Assumption
Agreement dated January 31, 1983, recorded with said Deeds in Book 14911, at
Page 82 and confirmed by instrument recorded in Book 15489, at Page 89, and as
affected by Assignment and Assumption of Ground Lease dated as of December 31,
1999, recorded with said Deeds in Book 31242, at Page 84. The Premises are
leased together with rights, in common with the Landlord and all others from
time to time lawfully entitled thereto, to use the driveways, walkways, parking
area and other exterior areas of the Property for their intended purposes.


3. Condition of Premises


          The
Landlord shall, at the Landlord’s cost and expense, complete the installation
of carpeting in the hallway located on the second floor of the Building (the “Landlord’s Work”). The
Landlord shall make commercially reasonable efforts to complete the Landlord’s
Work before March 1, 2001. The Tenant shall accept the Premises in its “as is”
condition as of the date hereof, subject to the Landlord’s obligation to
complete the Landlord’s Work. The Tenant acknowledges and agrees that (a) the
Premises are in good condition and satisfactory to the Tenant in all respects,
(b) subject to the Landlord’s obligations under this Lease, the 





Landlord has no obligation
to make any alterations or improvements to the Premises other than the
Landlord’s Work, and (c) no representations or warranties have been made by the
Landlord or anyone purporting to act on behalf of the Landlord as to the
condition or repair of the Premises or any portion thereof.


          At
the request of the Tenant, the Landlord has agreed to relocate a wall located
on the first floor of the Building in the proximity of the Building’s battery
room. The Landlord shall make commercially reasonable efforts to complete such
work on or before March 1, 2001. The Landlord has determined that the cost of
such work will be $600 (the “Common Area Alteration Cost”). Upon
completion of such work, the Landlord shall notify the Tenant, whereupon the
Common Area Alteration Cost shall be paid by the Tenant to the Landlord, as
Additional Rent hereunder, within ten (10) days after the Tenant’s receipt of
such notice.


4. Term


          The
term of this Lease (the “Term”) shall commence on March 1, 2001 (the “Term Commencement
Date”) and shall expire, unless earlier terminated in accordance with the
terms hereof, at midnight on the last day of sixtieth (60th) full calendar
month following the Term Commencement Date.


5. Use of the Premises: Licenses and Permits


          The
Tenant shall use the Premises only for general office use and for the provision
of telecommunications services, to the extent now and hereafter from time to
time permitted under applicable laws, by-laws, ordinances, codes, rules,
regulations, orders and other lawful requirements of governmental bodies having
jurisdiction, and for no other use or purpose. The Tenant, its subtenants,
licensees, invitees and any other users of the Premises shall apply in their
own names for and obtain at their own expense any and all licenses, permits and
other approvals which may be required from such governmental bodies in
connection with any particular use of the Premises during the Term.


6. Rent


	
  

 	
  

 
	
  

 	
           a.
 Basic Rent. Commencing on the Term Commencement Date, the Tenant shall
 pay Basic Rent to the Landlord at the annual rate of Two Hundred Six Thousand
 Two Hundred Fifty Dollars and No Cents ($206,250.00), payable in advance on
 the first day of each calendar month during the Term in equal installments of
 Seventeen Thousand One Hundred Eighty-Seven Dollars and Fifty Cents
 ($17,187.50). Basic Rent shall be payable to the Landlord at the address set
 forth above or such other address as the Landlord may thereafter specify by
 notice to the Tenant, without counterclaim, set off, deduction or defense
 and, except as otherwise expressly provided herein, without abatement.

 


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           b.
 Additional Rent.
 If at any time (and from time to time) during the Term, the Landlord
 estimates that the amount by which the aggregate of Taxes and Operating Costs
 incurred by the Landlord for any given calendar year will exceed the
 aggregate of Taxes and Operating Costs incurred by the Landlord for calendar
 year 2000, the Landlord shall provide the Tenant with written notice of the
 estimated amount payable by the Tenant in respect of Tenant’s Percentage of
 such deficit amount. Commencing with the next scheduled monthly rental
 payment that is at least ten (10) days following the Tenant’s receipt of such
 notice, the Tenant shall prepay to the Landlord, as Additional Rent hereunder
 and in the same manner as Basic Rent, 1/12 of the annual amount specified by
 the Landlord, which prepayments the Landlord agrees shall be applied, without
 interest, to such amounts as they actually become payable. As soon as any
 such amounts so payable are actually determined, but no later than April 30
 of each year, the Landlord shall notify the Tenant of any overpayments or
 underpayments made by the Tenant If the Tenant has made an underpayment, the
 Tenant shall pay the underpaid amount to the Landlord within thirty (30) days
 of receiving said notice. If the Tenant has made an overpayment, the Landlord
 shall credit the Tenant the amount of such overpayment against future Basic
 Rent due under this Lease.

 
	
  

 	
  

 
	
  

 	
           As
 used herein, “Operating Costs” means any and all charges, costs, expenses, and obligations of every
 kind and nature whatsoever as the Landlord may from time to time actually
 incur in good faith with regard to the Premises or the operation or
 maintenance thereof, except as otherwise expressly agreed in
 this Lease, including, without limiting the generality of the foregoing, reasonable attorneys’ fees
 incurred by the Landlord in connection with any amendments to, consents under
 and subleases and assignments of this Lease requested by the Tenant and in
 connection with the enforcement of rights and pursuit of the remedies of the
 Landlord under this Lease (whether during or after the expiration or
 termination of the Term of this Lease) and fifty-four percent (54%) or such
 other percentage as the rentable square footage of the Premises bears to the
 rentable square footage of the Building (currently 17,500 rentable square
 feet) from time to time (“Tenant’s Percentage”) of Common Expenses as hereinafter defined.
 “Common Expenses” shall
 mean any and all charges, costs and expenses of every kind and nature
 whatsoever, which the Landlord may from time to time actually incur and the
 reasonable value, based on competitive rates, of any materials and services
 which the Landlord may provide in good faith with respect to the ownership,
 operation and maintenance of the Building and the Property, including,
 without limitation, (i) making repairs to and undertaking maintenance of the
 Building and the Property, including all alterations and improvements to the
 common areas of the Building; (ii) providing utilities, including heat,
 water, sewer, air conditioning and ventilation, to the Premises and to the common
 areas of the Building, expressly excluding electricity service for the
 Premises, for which the Tenant shall pay a separate charge as provided in
 Paragraph 9; (iii) providing daily cleaning and rubbish removal from the
 common areas; (iv) providing watering, landscaping and lawn care for the 

 


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 Property; (v) sanding,
 plowing and removal of snow and ice from driveways, walkways and parking
 areas; (vi) maintaining casualty and liability insurance with respect to the
 Landlord, the Premises, the Building and the Property; and (vii) reasonable
 administrative and management costs of the Landlord.

 
	
  

 	
  

 
	
  

 	
           c.
 Late Payments. If any payment of Basic Rent or Additional Rent is not paid to the Landlord when due or within
 any applicable grace period hereunder, then at the Landlord’s option, and in
 addition to all other remedies hereunder, the Tenant shall pay upon demand to
 the Landlord as Additional Rent interest thereon at an annual rate equal to
 the Prime Rate of interest as from time to time published in The Wall Street Journal (the “Prime Rate”) plus three
 percent (3 %), or the highest rate permitted by law, whichever
 is lower, such interest to be computed from the date such Basic Rent or
 Additional Rent was originally due through the date when paid in full.

 
	
  

 	
  

 
	
  

 	
           d.
 Audit Rights. Subject to the following terms, the Tenant shall have the right, at
 the Tenant’s sole cost and expense, to examine all documentation and
 calculations prepared in the determination of Operating Costs:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i) Such documentation and
 calculation shall be made available to the Tenant during normal business
 hours at the Landlord’s offices after reasonable advance request by the
 Tenant to the Landlord.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii) The Tenant shall have
 the right to make such an examination no more than once in any given calendar
 year.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii) Any request for
 examination of documentation and calculations for Operating Costs in any
 calendar year may be made and completed no later than June 30 of the
 following calendar year. If the Tenant shall fail to timely request or perform
 any audit for any calendar year in accordance with the provisions of this Lease, then the Tenant shall be deemed to
 have irrevocably waived its right to conduct such an audit in respect of such
 calendar year.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv) Any such examination
 shall be conducted by the Tenant’s employees or an independent certified
 public accountant retained by the Tenant. No such accountant auditing the
 Landlord’s documentation and calculations on behalf of the Tenant shall be
 compensated on a contingent fee basis.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v) As a condition to
 performing any such examination, the Tenant and its examiners may be required
 to execute and deliver to the Landlord a confidentiality agreement, whereby the Tenant and its
 examiners agree to keep confidential any information that they discover in
 the course of such examination.

 


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 (vi) No audit request
 shall extend the time within which the Tenant is obligated to pay amounts due
 hereunder in respect of Operating Costs, and the Tenant may not conduct any
 such audit at any time when there exists a default by the Tenant of any of
 its obligations hereunder.

 



7. Taxes


          As
used herein, “Taxes” shall mean all taxes and excises upon the personal
property and equipment of the Tenant located at the Premises or the Property
and the Tenant’s Percentage of any and all real estate taxes, betterments and
special assessments or amounts in lieu or in the nature thereof and any other
taxes, levies, water rents, sewer use charges and other excises, franchises,
imposts and charges, general and special (and the entire amount of any
interest, penalties and costs attributable to delayed payment of the Tenant’s
portion thereof where such delay is the fault of the Tenant) of whatever name
and nature, and whether or not now within the contemplation of the parties
hereto, which may now or hereafter be levied, assessed or imposed by the United
States of America, The Commonwealth of Massachusetts, the Town of Bedford or
any other authority, or become a lien upon all or any part of the Property, the
Building, the Premises, the use or occupation thereof, or upon the Landlord and
the Tenant in respect thereof, or upon the basis of rentals thereof or
therefrom (except for the Landlord’s income, estate, gift or transfer taxes),
or upon the estate hereby created, or upon the Landlord by reason of ownership
of the reversion.


          The
Tenant shall pay or cause to be paid directly to the appropriate taxing
authority (or to the Landlord if the Landlord is billed therefor) as Additional
Rent, not later than ten (10) days prior to the date the same are due, all
taxes and excises, if any, upon the personal property and equipment of the
Tenant located at the Premises or the Property.


8. Insurance; Waivers of Subrogation


          The
Tenant shall, at its own cost and expense, obtain and throughout the Term shall
maintain, with companies qualified to do business in Massachusetts and
acceptable to any Mortgagees (as hereinafter defined) and reasonably acceptable
to the Landlord, for the benefit as additional insureds of the Landlord and any
Mortgagees as their respective interests may appear, comprehensive general
liability insurance (with contractual liability rider) against claims for
bodily injury, death or property damage occurring to, upon or about the
Premises in limits of $2,000,000 for bodily injury or death and property damage
occurring to, upon or about the Premises. The risk of loss to all contents of,
and personal property and trade fixtures located in, the Premises is upon the
Tenant, and the Landlord shall have no liability with respect thereto.


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          During
the Term, the Landlord shall keep the Building insured against all loss or
damage caused by any peril covered under fire, extended coverage and “all-risk”
insurance, in an amount equal to 100% of the full replacement cost thereof
above foundation walls.


          The
Landlord and the Tenant each hereby release the other from any liability for
any loss or damage to the Building, the Premises or other property and for
injury to or death of persons occurring on the Property or in the Building or
the Premises or in any manner growing out of or connected with the Tenant’s use
and occupation of the Premises, the Building or the Property or the condition
thereof, whether or not caused by the negligence or other fault of the
Landlord, the Tenant or their respective agents, employees, subtenants,
licensees, invitees or assignees; provided, however, that this release (i)
shall apply notwithstanding the indemnities set forth in Paragraph 14, but only
to the extent that such loss or damage to the Building or other property or
injury to or death of persons is covered by insurance which protects the
Landlord or the Tenant or both of them as the case may be; (ii) shall not be
construed to impose any other or greater liability upon either the Landlord or
the Tenant than would have existed in the absence hereof; and (iii) shall be in
effect only to the extent and so long as the applicable insurance policies
provide that this release shall not affect the right of the insureds to recover under such policies, which clauses
shall be obtained by the parties hereto whenever available.


9. Utilities


          The
Landlord and the Tenant acknowledge and agree that the consumption of
electricity on each floor of the Building is measured by a separate meter. The
Tenant shall contract with the responsible utility company for electric current
in respect of the second floor of the Building. On or before the date such
payments are due, the Tenant shall pay such utility company the entire cost of
metered electric current in respect of the second floor of the Building. The
Tenant shall also pay to the Landlord, upon demand and as Additional Rent,
one-half of the cost of electricity in respect of exterior lighting at the
Property and common areas within the Building, as measured by a separate meter
(the “Common Electricity Costs”). The Landlord may from time to time estimate
the annual amount of the Tenant’s share of the Common Electricity Costs,
whereupon the Tenant shall pay the Landlord monthly with the Tenant’s payment
of Basic Rent, as Additional Rent, 1/12 of such annual amount. No later than
April 30 of each year, the Landlord shall notify the Tenant of any overpayments
or underpayments made by the Tenant in respect of Common Electricity Costs for
the prior calendar year. If the Tenant has made an underpayment, the Tenant
shall pay the underpaid amount to the Landlord within thirty (30) days of
receiving said notice. If the Tenant has made an overpayment, the Landlord
shall credit the Tenant the amount of such overpayment against future Basic
Rent due under this Lease.


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          The
Tenant shall also pay, as Additional Rent, for water beyond normal office
usage, telephone service, overtime and special services as set forth below,
which amounts the Landlord shall reasonably determine.


          The
Landlord shall provide to the Premises heat, air conditioning, and ventilation,
on an appropriate seasonal basis. In no event, however, shall the Landlord be
required to provide heat, air conditioning, or ventilation to the Premises if
any action of the Tenant, Act of God, or other unforeseen circumstances makes
it impossible for the Landlord reasonably to do so. The Landlord shall provide
customary cleaning and rubbish removal service to the Premises on each business
day and customary dumpster services for the Premises; provided that (i) the
Landlord may, if it deems it necessary, prescribe binding reasonable rules to
facilitate the orderly provision of these services; and (ii) the Landlord’s
duty shall be conclusively deemed relieved and discharged to the extent that
any action by the Tenant, Act of God, or other reasonably unforeseen
circumstances makes it impossible for the Landlord reasonably to provide these
cleaning and rubbish removal services. In the event any of such services are
interrupted for any reason other than an action of the Tenant, the Landlord
shall use all commercially reasonable efforts to restore such services as soon
as the causal circumstances abate.


10. Repairs


          From and after the commencement of and during the
Term, the Tenant shall, at its own cost and expense: (i) make interior
non-structural repairs, replacements and renewals as necessary to keep the
Premises in as good condition, order and repair as the same are at the
commencement of the Term or thereafter may be put, reasonable wear and use and
damage by fire or other casualty only excepted (it being understood, however,
that the foregoing exception for reasonable wear and use shall not relieve the
Tenant from the obligation to keep the Premises in good order, repair and
condition); and (ii) keep and maintain all portions of the Premises in a clean and
orderly condition, free of accumulation of dirt, rubbish, and other debris. 


          From
and after the commencement of and during the Term, the Landlord shall (x) make
all necessary repairs, replacements and renewals, interior and exterior,
structural and non-structural, to (1) keep the roof of the Building free of
leaks, (2) maintain the foundation, floor slabs and other structural supports
of the Building in good and sound condition, and (3) keep all electrical,
mechanical, heating, ventilating and air conditioning, plumbing, sprinkler and
other building systems and the parking areas, and other exterior portions of
the Property in as good condition, order and repair as the same are at the
commencement of the Term or thereafter may be put, provided, however, that any repairs, replacements or renewals
necessitated by damage caused by fire or other casualty shall be governed by
the terms of Paragraph 15; (y) keep all driveways, walkways, parking areas and
other improvements on the Property free of snow, ice and water accumulation,
and sanded or salted as appropriate; and


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(z) keep all lawns and
landscaped areas of the Property watered, fertilized and neatly trimmed
Notwithstanding the foregoing, the Tenant shall be responsible for the cost of
any repairs, replacements or renewals necessitated by any act or neglect of
Tenant or any of its officers, directors, agents, contractors, employees,
licensees, invitees or anyone claiming by, through or under the Tenant.


11. Compliance with Laws and Regulations


          The
Tenant agrees that its obligations to make payment of the Basic Rent,
Additional Rent and all other charges on its part to be paid, and to perform
all of the covenants and agreements on its part to be performed during the Term
hereunder shall not, except as set forth in the event of condemnation by public
authority, be affected by any present or future law, by-law, ordinance, code,
rule, regulation, order or other lawful requirement regulating or affecting the
use which may be made of the Premises.


          During
the Term the Tenant shall comply, at its own cost and expense, with: all
applicable laws, by-laws, ordinances, codes, rules, regulations, orders, and
other lawful requirements of the governmental bodies having jurisdiction, which
are applicable to, or by reason of, the Tenant’s use of the Premises or the
fixtures and equipment therein and thereon; the orders, rules and regulations
of the National Board of Fire Underwriters, or any other body hereafter
constituted exercising similar functions, which may be applicable to the
Premises, the fixtures and equipment therein or thereon or the use thereof; and
the requirements of all policies of public liability, fire and all other types
of insurance at any time in force with respect to the Premises, the Building or
the Property and the fixtures and equipment therein and thereon.


12. Alterations by Tenant


          The
Tenant shall erect no signs and shall make no alterations, additions or
improvements in or to any portion of the Premises or any portion of the
Building or the Property without the Landlord’s prior written consent. No
alterations, additions or improvements shall be undertaken or begun by the
Tenant until: (x) the Landlord has approved written plans and specifications
that have been approved and stamped by a qualified licensed engineer or architect,
and a time schedule for such work, (y) the Tenant has made provision for either
written waivers of liens from all contractors, laborers and suppliers of
materials for such installations or work, the filing of lien bonds on behalf of
such contractors, laborers and suppliers, or other appropriate protective
measures approved by the Landlord, and (z) the Tenant has procured appropriate
surety payment and performance bonds. The Landlord agrees that its consent
shall not be unreasonably withheld with respect to (i) signs requested by the
Tenant, provided such signs shall comply, and at all times shall continue to
comply, with all zoning, building and other codes and regulations applicable
thereto, and (ii) interior, non-structural alterations, additions and improvements
to the Premises consistent with the use of


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the Premises as contemplated
hereby. Any such consents to signs and to interior, non-structural alterations,
additions and improvements may, if the Landlord so advises the Tenant as part
of or by notice at the time of any such consent, be conditioned with
specificity upon the Tenant’s being obligated to remove the same or specified
portions thereof at the expiration or termination of this Lease and to restore
the Premises to substantially its condition prior to such alterations,
additions and improvements, as determined by the Landlord.


          Notwithstanding
the foregoing, so long as the originally-named Tenant hereunder continues to
occupy at least fifty percent (50%) of the rentable square footage of the
Premises, the Tenant may install signs with the Tenant’s corporate name and/or
logo on the Building and the Property in the exact locations of the existing
signage for the tenant that occupied the Premises immediately prior to the
Tenant, provided that: (1) the Tenant shall obtain the Landlord’s written
approval as to the size, shape and appearance of such signs, and as to the
plans and specifications relating to the installation of such signs, which
approval shall not be unreasonably withheld or delayed, (2) the Tenant shall
install such signs at its sole cost and expense, (3) the Tenant shall, at its
sole cost and expense, obtain all approvals, licenses, permits and consents
from governmental authorities with jurisdiction over such signs, (4) the Tenant
shall cause the installation of such signs to be done in a good and workmanlike
manner and in accordance with all applicable laws, and the provisions of all
applicable insurance policies, (5) during the Term, the Tenant shall, at its
sole cost and expense, maintain all such signs in good condition and in
compliance with all applicable laws, and (6) the Tenant shall, at its sole cost and expense, remove such
signs on or before the date on which the Term expires or is earlier terminated, and restore the
Building and the Property to the condition in which it was prior to the
installation of such signs.


13. Landlord’s
Access The Tenant agrees to
permit the Landlord and any Mortgagees and their authorized representatives to
enter the
Premises (i) at all reasonable times after at least 24 hours’ prior oral notice
during usual business hours for
the purposes of inspecting the same, exercising such other rights as it or they
may have hereunder or under any mortgages and exhibiting the same to other
prospective tenants, purchasers or mortgagees and (ii) at any time and without
notice in the event of emergency. In exercising his rights under this Paragraph
13, the Landlord shall use commercially reasonable efforts to minimize
disruption of and interference with the Tenant’s business activities at the
Premises.


14. Indemnities


          The
Tenant agrees to protect, defend (with counsel reasonably approved by the
Landlord), indemnify and save the Landlord, any and all affiliates of the
Landlord, and their respective partners, members, managers, officers,
directors, contractors, agents and employees (collectively, “Landlord
Parties”) harmless from and
against any and all claims and liabilities


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arising: (i) from the
conduct or management of or from any work or thing whatsoever done in or about
the Premises during the Term and from any condition existing, or any injury to
or death of persons or damage to property occurring or resulting from any act
or omission during the Term in or about the Premises on the part of the Tenant
or any of its agents, employees, subtenants, licensees, invitees or assignees;
and (ii) from any negligent act or omission on the part of the Tenant or any of
its agents, employees, subtenants, licensees, invitees or assignees. The Tenant
further agrees to indemnify the Landlord and the Landlord Parties from and
against all costs, expenses (including reasonable attorneys’ fees) and other
liabilities incurred in connection with any such indemnified claim or action or
proceeding brought thereon, any and all of which, if reasonably suffered, paid
or incurred by the Landlord or any of the Landlord Parties, the Tenant shall
pay promptly upon demand to the Landlord as Additional Rent.


          The
Landlord agrees to protect, defend (with counsel reasonably approved by the
Tenant), indemnify and save the Tenant, any and all affiliates of the Tenant,
and their respective partners, members, managers, officers, directors,
contractors, agents and employees (collectively, “Tenant Parties”) harmless from and against any and all claims
and liabilities arising from any negligent act or omission on the part of the
Landlord or any of its agents, employees, or contractors. The Landlord further
agrees to indemnify the Tenant and the Tenant Parties from and against all
costs, expenses (including reasonable attorneys’ fees) and other liabilities
incurred in connection with any such indemnified claim or action or proceeding
brought thereon, any and all of which, if reasonably suffered, paid or incurred
by the Tenant or any of the Tenant Parties, the Landlord shall pay promptly
upon demand to the Tenant.


15. Casualty
Damage


          Except
as provided below, in the event of partial or total destruction of the Premises
during the Term by fire or other casualty, the Landlord shall, as promptly as
practicable after receipt of any insurance proceeds available as a result of
such casualty, repair, reconstruct or replace the portions of the Premises
destroyed as nearly as possible to their condition prior to such destruction, except
that in no event shall the Landlord be obligated to expend more for such
repair, reconstruction or replacement than the amounts of any such insurance proceeds
actually received. During the period of such repair, reconstruction and
replacement there shall be an equitable abatement of Basic Rent and Additional
Rent hereunder for up to one (1) year from the date of such casualty in
proportion to the loss of usable floor area in the Premises but only to the
extent no action by the Tenant has voided or made uncollectible lost rentals
insurance for the benefit of the Landlord covering such abatement.


          If
the Building is so extensively destroyed by fire or other casualty that an
independent engineer or architect certifies that the Premises cannot reasonably
be expected to be susceptible of repair, reconstruction or replacement within a
period of six (6) months from the date work were to commence thereon, or if any
damage results from causes or risks not required to be insured against by the
Landlord hereunder or if any Mortgagee refuses to make such net


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proceeds available for such
repair, reconstruction or replacement, the Landlord may terminate this Lease by
giving written notice to the Tenant within thirty (30) days after the date of
such destruction. If, despite diligent efforts, the Landlord has been unable to
restore the Premises to their condition prior to such destruction within nine
(9) months following the date of such casualty, the Tenant may terminate this
Lease by written notice to the Landlord. In the event of any such notice of
termination, this Lease shall terminate as of, and Basic Rent and Additional
Rent shall be appropriately apportioned through and abated from and after, the
date of such notice of
termination.


16. Condemnation


          If
more than twenty percent (20%) of the usable floor area of the Premises, or
more than twenty percent (20%) of the parking spaces designated for use by the
Tenant shall be taken by eminent domain or appropriated by public authority or
if the Tenant shall be deprived of all suitable vehicular or pedestrian access
to the Premises or the Property by virtue of such a taking or appropriation,
the Landlord or the Tenant may terminate this Lease by giving written notice to
the other within thirty (30) days after such taking or appropriation. In the
event of such a termination, this Lease shall terminate as of the date the
Tenant must surrender possession or, if later, the date the Tenant actually
surrenders possession, or, if earlier, the date such taking or appropriation
effects a complete deprivation of the Tenant’s right to use and occupy the Premises in accordance with
this Lease, and the Basic Rent and Additional Rent reserved shall be
apportioned and paid to and as of such date.


          If
any part of the Premises is taken or appropriated by public authority as
aforesaid and this Lease is not terminated as set forth above, (i) the Landlord
shall, subject to the rights of any Mortgagees, apply any such damages and
compensation awarded (net of the costs and expenses, including reasonable
attorneys’ fees, incurred by the Landlord in obtaining the same) to secure and
close so much of the Premises as remain and shall restore the Building to an
architectural whole and except that in no event shall the Landlord be obligated
to expend more for such replacement than the net amount of any such damages,
compensation or award which the Landlord may have received as damages in
respect of the Building and any other improvements situated on the Property as
they existed immediately prior to such taking or appropriation; (ii) there
shall be an equitable adjustment of the Tenant’s Percentage and any
then-current estimated amounts of Additional Rent payable by the Tenant (as
determined by the Landlord pursuant to the terms of Paragraph 6b), and an
abatement of Basic Rent, in proportion to the loss of usable floor area in the
Premises after giving effect to such restoration, from and after the date the Tenant must surrender
possession or, if later, the date the Tenant actually surrenders possession;
and (iii) for all purposes under this Lease, the “Premises” shall be deemed to
exclude those areas of the Premises so taken or appropriated by public
authority as aforesaid.


-11-





          The
Landlord hereby reserves, and the Tenant hereby assigns to the Landlord, any
and all interest in and claims to the entirety of any damages or other
compensation by way of damages which may be awarded in connection with any such
taking or appropriation, except so much of such damages or award as is
specifically and separately awarded to the Tenant and expressly attributable to
trade fixtures or moving expenses of the Tenant


17. Landlord’s Covenant of Quiet Enjoyment:
Title


          The
Landlord covenants that the Tenant, upon paying the Basic Rent and Additional
Rent provided for hereunder and performing and observing all of the other
covenants and provisions hereof, may peaceably and quietly hold and enjoy the
Premises for the Term as aforesaid free from interference by any other person
claiming by, through or under the Landlord, subject, however, to all of the
terms and provisions of this Lease and to all matters affecting record title.


18. Tenant’s Obligation to Quit


          The
Tenant shall, upon expiration of the Term or other termination of this Lease,
leave and peaceably and quietly surrender and deliver to the Landlord the
Premises and any replacements or renewals thereof broom clean and in the order,
condition and repair required by Paragraph 10 and the other provisions of this
Lease, except, however, that the Tenant shall first remove any trade fixtures
and equipment installed by, or owned or leased by, the Tenant or anyone
claiming by, through or under the Tenant, and any alterations, additions and
improvements which the Landlord has required be removed pursuant to the terms
of Paragraph 12, restoring the Premises in each case to their condition prior
to the installation of such fixtures or the undertaking of such alterations,
additions or improvements, as the case may be. If the Tenant shall fail to
surrender and deliver the Premises as and when required hereunder, the Tenant
shall become a tenant at sufferance only, subject to all of the terms,
covenants and conditions herein specified, except the annual rate of Basic Rent
shall increase to 200% of the annual rate of Basic Rent then in effect. In
addition, the Tenant shall indemnify, defend and hold the Landlord harmless
from and against any direct and indirect loss, cost and damage (including,
without limitation, reasonable attorneys’ fees) that the Landlord may suffer by
reason of any holdover by the Tenant The provisions of this Paragraph 18 shall
expressly survive the termination or expiration of this Lease.


19. Transfers of Tenant’s Interest


          The
Tenant shall not assign or sublease or otherwise encumber all or any part of
its interest in this Lease, the Premises, or the estate hereby created, without
in each case first obtaining the prior written consent of the Landlord. The
Landlord shall not unreasonably withhold such consent, but such consent may be
conditioned upon, among other factors, a determination that the proposed use of
the premises will be consistent with the requirements of


-12-





this Lease and that the
assignee, sublessee or other occupant has a Tangible Net Worth (as hereinafter
defined) acceptable to the Landlord. In all events, the Landlord may condition
the consent to any sublease or assignment upon (i) the Tenant agreeing to pay
the Landlord fifty percent (50%) of the amount by which rentals and other
amounts from time to time payable to or for the Tenant under such assignment or
sublease exceed the Basic Rent and Additional Rent from time to time payable
hereunder, with the balance to be paid to the Tenant, and (ii) upon the
sublessee’s or assignee’s agreement to obtain the consent of the Landlord to
any future or further sublease or assignment of its interest under this Lease.
Any attempted assignment without the consent of the Landlord as contemplated
hereby shall be void. Any transfer or series of related or unrelated transfers
constituting a change in either (a) ownership of fifty percent (50%) or more,
in the aggregate, of the shares or other beneficial ownership interests of the
Tenant, or (b) the power to control or manage the Tenant’s affairs, directly or
by electing or appointing directors, officers or managers, shall constitute an
assignment for purposes of this Lease. Notwithstanding the foregoing, the
initial public offering of the capital stock of the Tenant on any national
stock market or exchange (such as NYSE, Nasdaq or Amex), and the subsequent
public trading of such stock on such national markets or exchanges, shall not
be deemed to be an assignment hereunder.


          Notwithstanding
the foregoing terms of this Paragraph 19, if the Tenant is not in default of
its obligations under this Lease, the Tenant may either assign this Lease or
sublease all of any portion of the Premises without the Landlord’s consent, and
without the Landlord having any right to recapture all or any portion of the
Premises, to an Affiliate of Tenant (as hereinafter defined), or a Successor to
Tenant (as hereinafter defined), provided that in any such event:


	
  

 	
  

 
	
  

 	
 (1) the Tenant provides
 the Landlord with at least 10 days’ prior notice of the proposed assignment
 or sublease, together with a copy of the proposed form of assignment or
 sublease, and evidence satisfactory to the Landlord establishing that the
 transferee is an Affiliate
 of Tenant or a Successor to Tenant, as the case may be; and, 

 
	
  

 	
  

 
	
  

 	
 (2) the transferee agrees
 directly with the Landlord, by written instrument in form satisfactory to the
 Landlord in its reasonable discretion, to be bound by all of the obligations
 of the Tenant hereunder, including, without limitation, the covenant against
 further assignment or subletting.

 



          As
used herein, an “Affiliate of Tenant” shall mean any entity Controlling,
Controlled by, or under common Control with, the Tenant, but only as and for so
long as such entity remains in such relationship with the Tenant. “Control”
shall mean either (aa) owning more than fifty percent (50%) of the shares or
other beneficial ownership interests of an entity, or (bb) possessing the power
to control or manage the entity’s affairs, directly or indirectly by electing
or appointing directors, officers or managers.


-13-





          As
used herein, a “Successor to Tenant” shall mean any entity into or with which
the Tenant is merged or consolidated, or to which all or substantially all of
the Tenant’s assets or stock are transferred, provided that the successor to
the Tenant has a Tangible Net Worth, computed in accordance with generally
accepted accounting principles consistently applied (“GAAP”), at least equal to
the greater of (y) the Tangible Net Worth of the Tenant immediately prior to
such merger, consolidation or transfer, and (z) the Tangible Net Worth of the
Tenant originally herein named as of the date of this Lease.


          As
used herein, “Tangible Net Worth” shall mean the excess of
total assets over total liabilities, in each case as determined in accordance
with GAAP, excluding, however, from the determination of total assets
all assets that would be classified as intangible assets under GAAP, including,
without limitation, goodwill, licenses, patents, trademarks, trade names,
copyrights, and franchises.


          Notwithstanding
any term or provision herein to the contrary, (i) if the Tenant requests the
Landlord’s consent to any proposed assignment of the Tenant’s interest under
this Lease, or any proposed subletting by the Tenant of the entire Premises,
the Landlord shall have the option, which may be exercised in the Landlord’s
sole and absolute discretion within thirty (30) days thereafter, to terminate
this Lease and to take back the Premises, in which case all of Tenant’s obligations
and liabilities under this Lease (except for those obligations and liabilities
that accrued prior to termination of this Lease and those obligations and
liabilities that expressly survive termination or expiration of this Lease)
shall cease as of such termination, and (ii) if Tenant requests Landlord’s
consent to any proposed subletting of a portion of the Premises, Landlord shall
have the option, which may be exercised in Landlord’s sole and absolute
discretion within thirty (30) days thereafter, to suspend this Lease pro
tanto with
respect to the space that is the subject of the proposed sublease (the “Recapture
Premises”),
for the period of time during which the Tenant proposes to sublet the Recapture
Premises (the “Recapture Period”). In such event, all of Tenant’s obligations under this
Lease as to the Recapture Premises (except for those obligations that accrued
prior to Landlord’s exercise of its right of recapture) shall cease for the
Recapture Period, and the rent and other charges due from Tenant hereunder
shall be reduced in proportion to the ratio of the number of rentable square
feet in the Recapture Premises to the number of rentable square feet in the
Premises.


          In
all events the Tenant originally named herein and any guarantor of the
obligations of the Tenant under this Lease shall, except to the extent of so
much of the Premises as the Landlord elects to lease directly to any proposed
sublessee or assignee as above provided, remain primarily and jointly and
severally liable for, and any sublessee or assignee shall in writing assume,
the obligations of the Tenant under this Lease.


          The
Tenant shall reimburse the Landlord as Additional Rent, upon demand, for any
costs that may be incurred by the Landlord in connection with any proposed
assignment or sublease and any request for consent thereto, including without
limitation the costs of making


-14-





investigations as to the acceptability of any
proposed assignee or subtenant, and attorneys’ fees.


          Collocation
(as defined in Paragraph 33) shall not be deemed a sublease of the Premises.
Collocation shall not relieve the Tenant from any of its obligations or
liabilities under this Lease. The Landlord and the Tenant agree that the
following factors are indicative, but not necessarily dispositive, as to the classification of a
relationship between the Tenant and another person or entity using or occupying
the Premises as a sublease or Collocation:


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Subleases are real estate
 possessory interests characterized by the existence of demising wall(s)
 within the Premises dividing space occupied by the Tenant and the applicable
 subtenant, but a sublease may exist without demising walls.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Subleases are
 characterized by the existence of a separate access to the subleased premises,
 but a sublease may exist without a separate access.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Collocation requires that
 the Tenant provide telecommunications services through the Tenant’s equipment at the Premises,
 but a sublease may exist where the Tenant is providing such services.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Collocation agreements frequently are for a
 duration of two years or less or are terminable without cause on thirty (30)
 days’ notice, but a Collocation agreement may exist despite having a duration
 in excess of two years and/or it is not terminable without cause.

 



20. Transfers
of Landlord’s Interest


          The
Landlord shall have the right from time to time to sell or mortgage its
interest in the Property, the Building and the Premises, to assign its interest
in this Lease, or to assign from time to time the whole or any portion of the
Basic Rent, Additional Rent or other sums and charges at any time paid
or payable hereunder by the Tenant to the Landlord, to any Mortgagees or other
transferees designated by the Landlord in duly recorded instruments, and in any
such case the Tenant shall pay the Basic Rent, Additional Rent and such other
sums and charges so assigned, subject to the terms of this Lease, upon demand
to such Mortgagees and other transferees at the addresses mentioned in and in accordance
with the terms of such instruments.


21. Mortgagees’
Rights


          The
Tenant hereby agrees that this Lease is and shall be subject and subordinate to
any mortgage (and to any amendments, extensions, increases, refinancings or
restructurings thereof) of the Property, the Building or the Premises, whether
or not such mortgage is filed


-15-






subsequent
to the execution, delivery or the recording of this Lease or any notice hereof
(the holder from time to
time of any such mortgage being in this Lease sometimes called a “Mortgagee”). The foregoing subordination shall be
self-operative and automatically effective as to any mortgage filed subsequent
to the execution and delivery hereof only if either the Mortgagee agrees in
writing or such mortgage provides that, for so long as there exists no material
default under this Lease by the Tenant, the Mortgagee will not, in foreclosing against
or taking possession of the
Premises or otherwise exercising its rights under such mortgage, disturb the
Tenant’s possession of the Premises hereunder, or words of similar import. The Tenant hereby agrees to execute,
acknowledge and deliver in recordable form such instruments confirming
and evidencing the foregoing subordination as the Landlord or any such
Mortgagee may from time to time reasonably require.


          Provided that the Tenant has
been provided with notice of such mortgage and appropriate addresses to which
notice should be sent, no notice from the Tenant of any default by the Landlord
in its obligations shall be valid, and the Tenant shall not attempt to
terminate this Lease, withhold Basic Rent or Additional Rent or
exercise any other remedy which may arise under law by reason of any such default (it being understood that no
such remedy exists, or is implied by reason of this provision, under this
Lease), unless the Tenant first gives such notice to any Mortgagees and
provides such Mortgagees with sixty (60) days (or such shorter period of time
as any Mortgagee may require under a separate agreement with the Tenant) after
such notice to cure such default, or if such default is not reasonably
susceptible of cure by Mortgagees
(as
in the case of the need to obtain possession of or right of entry into or upon
the Premises) in sixty (60) days
(or such shorter period of time as aforesaid), with such longer period of time
as is reasonably necessary to cure such default, provided efforts to effectuate
such cure are commenced within sixty (60) days (or such shorter period of time
as aforesaid) and thereafter prosecuted to completion with reasonable
diligence. The Tenant shall and does hereby agree, upon default by the Landlord
under any mortgage, to attorn to and recognize the Mortgagee or anyone else
claiming under such mortgage, including a purchaser at a foreclosure sale, at
its request as successor to the interest of the Landlord under this Lease, to
execute, acknowledge and deliver such evidence of this attomment, which shall
nevertheless be self-operative and automatically effective, as the Mortgagee or
such successor may request and to make payments of Basic Rent and Additional
Rent hereunder directly to the Mortgagee or any such successor, as the case may
be, upon request. Any Mortgagee may, at any time, by giving written notice to,
and without any further consent from, the Tenant, subordinate its mortgage to
this Lease, and thereupon the interest of the Tenant under this Lease shall
automatically be deemed to be prior to the lien of such mortgage without regard
to the relative dates of execution, delivery or filing thereof or otherwise.


22. Tenant’s
Default: Landlord’s Remedies: Landlord’s Default


          If
the Tenant shall default in the payment when due of any Basic Rent or
Additional Rent, or if the Tenant shall default in the timely performance or
observance of any of the other


-16-





covenants contained in these
presents and on the Tenant’s part to be performed or observed and shall fail,
within thirty (30) days after the occurrence of such default, to cure such
default, or if the estate hereby created shall be taken on execution, or by
other process of law, or if the Tenant shall be involved in financial difficulties
as evidenced


	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 by its commencement of a
 voluntary case under Title 11 of the United States Code as from time to time
 in effect, or by its authorizing, by appropriate proceedings of trustees or
 other governing body the commencement of such a voluntary case,

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 by its filing an answer or
 other pleading admitting or failing to deny the material allegations of a
 petition filed against it commencing an involuntary case under said Title 11,
 or seeking, consenting to or acquiescing in the relief therein provided, or
 by its failing to controvert timely the material allegations of any such
 petition,

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 by the entry of an order
 for relief in any involuntary case commenced under said Title 11,

 
	
  

 	
  

 	
  

 
	
  

 	
 (4)

 	
 by its seeking relief as a
 debtor under any applicable law, other than said Title 11, of any
 jurisdiction relating to the liquidation or reorganization of debtors or
 to the modification
 or alteration of the rights of creditors, or by its consenting to or
 acquiescing in such relief,

 
	
  

 	
  

 	
  

 
	
  

 	
 (5)

 	
 by the entry of an order
 by a court of competent jurisdiction (i) finding it to be bankrupt or insolvent, (ii) ordering or
 approving its liquidation, reorganization or any modification or alteration
 of the rights of its creditors, or (iii) assuming custody of, or appointing a
 receiver or other custodian for, all or a substantial part of its property,
 or

 
	
  

 	
  

 	
  

 
	
  

 	
 (6)

 	
 by its making an
 assignment for the benefit of, or entering into a composition with, its
 creditors, or appointing or consenting to the appointment of a receiver or
 other custodian for all or a substantial part of its property;

 



then and in any of said
cases, the Landlord may, to the extent permitted by law, immediately or at any
time thereafter and without demand but with at least five (5) days’ written
notice, terminate this Lease and enter into and upon the Premises, or any part
thereof in the name of the whole, and repossess the same as of the Landlord’s
former estate, and expel the Tenant and those claiming through or under the Tenant
and remove its effects without being deemed guilty of any manner of trespass,
and without prejudice to any remedies which might otherwise be used for arrears
of rent or preceding breach of covenant


-17-





          No
termination or repossession provided for in this Paragraph 22 shall relieve the
Tenant or any guarantor of the obligations of the Tenant under this Lease of
its liabilities and obligations under this Lease, all of which shall survive
any such termination or repossession. In the event of any such termination or
repossession, the Tenant shall pay to the Landlord either (i) in advance on the
first day of each month, for what would have been the entire balance of the
Term, one-twelfth (1/12) (and a pro rata portion thereof for any fraction of a
month) of the annual Basic Rent, Additional Rent and all other amounts for
which the Tenant is obligated hereunder, less, in each case, the actual net
receipts by the Landlord by reason of any reletting of the Premises after
deducting the Landlord’s reasonable expenses in connection with such reletting,
including, without limitation, removal, storage and repair costs and reasonable
brokers’ and attorneys’ fees, or (ii) upon demand and at the option of the
Landlord exercisable by the Landlord’s giving notice to the Tenant at any time
after any such termination, the present value (computed at a capitalization
rate based upon the Prime Rate) of the amount by which the payments of Basic
Rent and Additional Rent reasonably estimated to be payable for the balance of
the Term after the date of the exercise of said option would exceed the
payments reasonably estimated to be the fair rental value of the Premises on
the terms and conditions of this Lease over such period, determined as of such
date.


          Without
thereby affecting any other right or remedy of the Landlord hereunder, the
Landlord may, at its option, cure for the Tenant’s account any default by the
Tenant hereunder which remains uncured after said thirty (30) days’ notice of
default from the Landlord to the Tenant, and the cost to the Landlord of such cure shall be deemed
to be Additional Rent and shall be paid to the Landlord by the Tenant with the installment of Basic Rent next
accruing.


          No
default on the part of the Landlord shall be deemed to have occurred hereunder
unless the Landlord shall default in the performance or observance of any of
its covenants contained in these presents and shall fail, within thirty (30)
days after written notice of such default from the Tenant to the Landlord, to
cure such default (or if such default cannot reasonably be cured within thirty
(30) days, to commence to cure the default within said thirty
(30) days and to continue
diligently to pursue curing the same). The Tenant may, at its option, cure for
the Landlord’s account any default which remains uncured after said thirty (30)
day period (or after such longer
period if the default cannot reasonably be cured within thirty (30) days). The
Landlord shall reimburse the Tenant for its reasonable cost of such cure upon
receipt of invoices, bills or other statements from the Tenant reasonably
evidencing such costs. Notwithstanding the foregoing, if the Landlord shall
default in the performance or observance of any of its covenants contained in
these presents, and the conditions or circumstances relating to such default
immediately threaten human safety or the structural integrity of the Premises,
and the Landlord shall fail to respond within twenty-four (24) hours after
written or oral notice of such default from the Tenant, then the Tenant may, at
its option, cure such default for the Landlord’s account, provided, however,
that to the extent that the Landlord determines, in its reasonable discretion,
that the Tenant’s exercise of emergency self-help, or the actions taking by the
Tenant in connection with any such exercise, were unnecessary or inappropriate,
then


-18-





the Landlord shall have no
obligation to reimburse the Tenant for any costs or expenses incurred by the
Tenant in connection therewith.


          In
no event shall the Tenant be entitled to offset or deduct the cost of such cure
from the rentals required to be paid hereunder. No Mortgagee, purchaser of the
Premises at a foreclosure sale, or successor to the Landlord by a deed in lieu
of foreclosure shall be liable for any such reimbursement to the Tenant.


23. Remedies Cumulative: Waivers


          The
specific remedies to which the Landlord may resort under the terms of this
Lease are cumulative and are not intended to be exclusive of any other remedies
or means of redress to which the Landlord may be lawfully entitled in any
provision of this Lease or otherwise. The failure of the Landlord or the Tenant
to insist in any one or more cases upon the strict performance of any of the
covenants of this Lease, or to exercise any option herein contained, shall not
be construed as a waiver or relinquishment for the future of such covenant or
option. A receipt by the Landlord, or payment by the Tenant, of Basic Rent or
Additional Rent with knowledge of the breach of any covenant hereof shall not
be deemed a waiver of such breach, and no waiver, change, modification or
discharge by the Landlord or the Tenant of any provision in this Lease shall be
deemed to have been made or shall be effective unless expressed in writing and
signed by an authorized representative of the Landlord or the Tenant as
appropriate. In addition to the other remedies in this Lease provided, the
Landlord shall be entitled to the restraint by injunction of the covenants,
conditions or provisions of this Lease, or to a decree compelling performance
of or compliance with any of such covenants, conditions or provisions.


24. Brokers


          The
Tenant and the Landlord each warrants and represents that it has not dealt with
any broker in connection with the Premises or this Lease. The Tenant hereby
indemnifies and holds the Landlord harmless from and against any liability for
commissions due any broker or finder with whom the Tenant has dealt connection
with the Premises or this Lease. The Landlord hereby indemnifies and holds the
Tenant harmless from and against any liability for commissions due any broker
or finder with whom the Landlord has dealt connection with the Premises or this
Lease.


25. Notices


          Any
notices, approvals, specifications, or consents required or permitted hereunder
shall be in writing and mailed, postage prepaid, by registered or certified
mail, return receipt requested, if to the Landlord or the Tenant at the
addresses set forth herein, and if to any Mortgagee at such address as it may
specify by such notice to the Landlord and the Tenant, or


-19-





at such other address as any
of them may from time to time specify by like notice to the others. Any such
notice shall be deemed given when mailed, except that if any time period
commences hereunder with notice,
such time period shall be deemed to commence when such notice is delivered
or, if earlier, when postal records indicate delivery was first attempted.


26. Estoppel Certificates


          The
Tenant hereby agrees to from time to time, after not less than ten (10) days’
prior written notice from
the Landlord,
execute, acknowledge and deliver, without charge, to the Landlord, any
Mortgagee or any other person designated by the Landlord, a statement in writing
certifying: that this Lease is
unmodified and in full force and effect (or if there have been modifications,
identifying the same by the date thereof and specifying the nature thereof);
that to the Tenant’s actual knowledge, there exist no defaults (or if there be
any defaults, specifying the same); the amount of the Basic Rent, the dates to
which the Basic Rent, Additional Rent and other sums and charges payable
hereunder have been paid; and that to its actual knowledge, the Tenant has no
claims against the Landlord hereunder except for the continuing obligations
under this Lease (or if the Tenant has any such claims, specifying the same).


27. Bind and Inure: Limited Liability of Landlord All of the covenants, agreements,
stipulations, provisions, conditions and obligations herein expressed and set
forth shall be considered as running with the land and shall extend to, bind
and inure to the benefit of the Landlord and the Tenant, which terms as used in
this Lease shall include their respective successors and assigns where the
context hereof so admits, except that no violation of the provisions of
Paragraph 19 shall operate to vest any rights in any successor or assignee of the Tenant and that
the provisions of this Paragraph 27 shall not be construed as modifying any of
the provisions of Paragraph 22.


          The
Landlord shall not have any individual or personal liability for the
fulfillment of the covenants, agreements and obligations of the Landlord
hereunder, the Tenant’s recourse and the Landlord’s liability hereunder being
limited to the Property and the Building. The term “Landlord” as used in this
Lease shall refer only to the owner or owners from time to time of the Property
or the Building, it being understood that no such owner shall have any
liability hereunder for matters arising from and after the date such owner
ceases to have any interest in the Property or the Building.


          In
no event shall the Landlord be liable to the Tenant for any special,
consequential or indirect damages suffered by the Tenant, the Landlord, or any
other person or entity by reason of a default by the Landlord or the Tenant
under any provisions of this Lease.


-20-





28. Environmental
Compliance


          The
Tenant shall not cause or permit any hazardous or toxic wastes, hazardous or
toxic substances or hazardous or toxic materials (collectively, “Hazardous
Materials”) to be used, generated, stored or disposed of on, under or
about, or transported to or from, the Premises (collectively, “Hazardous
Materials Activities”) without first receiving the Landlord’s written
consent, which may be withheld for any reason and revoked at any time, if in
the Landlord’s judgment such use shall be harmful or detrimental to any person
or property on or about the Building or Property. If the
Landlord consents to any such Hazardous Materials Activities, the Tenant shall conduct them in strict compliance (at the Tenant’s
expense) with all applicable Regulations, as hereinafter defined, and use all
necessary and appropriate precautions to prevent any spill, discharge, release
or exposure to persons or property. The Landlord shall not be liable to the
Tenant for any loss, cost, expense, claim, damage or liability arising out of
any Hazardous Materials Activities by the Tenant, the Tenant’s employees, agents,
contractors, licensees, customers or invitees, whether or not consented to by
the Landlord. The Tenant shall indemnify, defend with counsel acceptable to the
Landlord, and hold the Landlord and the Landlord Parties harmless from and
against any and all loss, costs, expenses, claims, damages and liabilities
arising out of any and all Hazardous Materials Activities at the Premises,
whether or not consented to by the Landlord. For purposes hereof, Hazardous
Materials shall include, but not be limited to, (i) substances defined as “hazardous
substances”, “toxic substances”, or “hazardous wastes” in (a) the
federal Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, (b) the federal Hazardous Materials Transportation Act, as
amended, (c) the federal Resource Conservation and Recovery Act, as amended
(“RCRA”); (ii) those substances defined as “hazardous wastes” in the
Massachusetts Hazardous Waste Facility Siting Act, as amended (Massachusetts
General Laws Chapter 21D); (iii) those substances defined as “hazardous
materials” or “oil” in Massachusetts General Laws Chapter 21E, as amended;
(iv) those substance regulated by any other federal, state, county, municipal
or local laws relating to the environment or health and human
safety (whether now existing or hereinafter enacted or promulgated); and (v)
such substances as are defined in any regulations adopted and publications
promulgated pursuant to any of said laws (collectively, “Regulations”). If the Landlord
consents to any Hazardous Materials Activities, prior to using, storing or
maintaining any Hazardous Materials on or about the Premises, the Tenant shall
provide the Landlord with a list of the types and quantities thereof, and shall
update such list as necessary for continued accuracy. The Tenant shall also
provide the Landlord with a copy of any Hazardous Materials inventory statement
required by any applicable Regulations, and any update filed in accordance with
any applicable Regulations. If the Tenant’s activities violate or create a risk
of violation of any Regulations or
cause a spill, discharge, release or exposure to any persons or property, the
Tenant shall cease such activities immediately upon notice from the Landlord.
The Tenant shall immediately notify the Landlord both by telephone and in
writing of any spill, discharge, release or exposure of Hazardous Materials in
or about the Premises or of any condition in or about the Premises constituting
an “imminent hazard” under any Regulations. The Landlord


-21-





and
the Landlord’s representatives and employees may enter the Premises at any time
during the Term pursuant to Paragraph 13 to inspect the Tenant’s compliance
herewith, and may disclose any spill,
discharge, release, or exposure or any violation of any Regulations to any
governmental agency with jurisdiction. The Landlord hereby consents to the
Tenant’s use of normal quantities of cleaning fluid and office supplies which
may constitute Hazardous Materials but which are customarily present in
premises devoted to office use, provided that such use is in compliance with
all Regulations and shall be subject to all of the other provisions of this
Paragraph 28, except that the Tenant shall not be required to provide the
Landlord with the aforesaid list of the types and quantities of such
cleaning fluids and office supplies as long
as limited to normal quantities.


          The
Landlord consents to the continued presence and use by the Tenant of the
existing back-up power generating equipment located at the Property, the
operation of which requires fuel that constitutes a Hazardous Material,
provided that at all times, (1) such use is in compliance with all Regulations
and shall be subject to all of the terms and provisions of this Paragraph 28,
(2) the Tenant shall maintain such equipment in accordance with all applicable
legal requirements, and shall exercise due care and diligence in the use and
operation of such equipment, (3) the Tenant shall obtain and maintain all
permits, licenses, consents, approvals and registrations as may be required by
any governmental authority to operate, maintain and repair such equipment
(collectively, the “Generator Permits”), (4) the Tenant shall,
upon request by the Landlord, provide to the Landlord copies of (a) all
relevant maintenance agreements, (b) records of inspection, maintenance and
testing, and (c) the Generator Permits. At the expiration or earlier
termination of the Term, the Tenant shall remove such equipment and restore the
Building and the Property to substantially their condition prior to the
installation of such equipment, as determined by the Landlord.


29. Captions


          The
captions for the numbered Paragraphs of this Lease are provided for reference
only and they do not constitute a part of this agreement or any indication of
the intentions of the parties hereto.


30. Integration


          The
parties acknowledge that all prior written and oral agreements between them and
all prior representations made by either party to the other have been
incorporated in this instrument or otherwise satisfied prior to the execution
hereof.


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31. Severability: Choice of Law


          If
any provision of this Lease shall be declared to be void or unenforceable
either by law or by a court of competent jurisdiction, the validity or
enforceability of remaining provisions shall not thereby be affected. This
Lease is made under, and shall be construed in accordance with, the laws of The
Commonwealth of Massachusetts.


32. Security Deposit


          a. General Provisions. The Tenant acknowledges that the Landlord
is unwilling to execute this Lease unless the Tenant provides the Landlord with
security for the Tenant’s obligations under this Lease as follows. The Tenant
shall provide the Landlord with both a cash security deposit in accordance with
Paragraph 32b below, and a letter of credit in accordance with Paragraph 32c
below (the cash security deposit and the letter of credit referred to herein
collectively as the “Security
Deposit”). The application of all or any part of the Security
Deposit by the Landlord in accordance with the terms of this Paragraph 32 shall
not deprive the Landlord of any other rights or remedies that the Landlord may
have under this Lease, at law or in equity, nor shall such application by the
Landlord constitute a waiver by the Landlord. In no event shall the proceeds of
the Security Deposit be deemed to be a prepayment of rent nor shall it be
considered as a measure of liquidated damages. The Tenant shall not have the
right to call upon the Landlord to apply all or any part of the Security
Deposit to cure any default or fulfill any obligation of the Tenant hereunder,
but such use shall be solely in the discretion of the Landlord.


          b. Cash Portion of the Security Deposit. The Tenant shall, at
the time the Tenant executes and delivers this Lease to the Landlord, pay to
the Landlord the amount of $17,187.50 (the “Cash Deposit”). The Tenant shall not be
entitled to any interest on the Cash Deposit, and the Landlord shall have no
obligation to maintain the Cash Deposit in a separate account (i.e., the
Landlord shall have the right to commingle the Cash Deposit with other funds of
the Landlord). If the Tenant shall default in any of its obligations under this
Lease, beyond the expiration of all applicable notice, grace and cure periods,
the Landlord shall have the right, without prior notice to the Tenant, to apply
the Cash Deposit (or any portion thereof) towards the cure of any such default
and to compensate the Landlord for any loss or damage that the Landlord may
suffer by reason of such default. The Tenant shall promptly, upon notice from
the Landlord, pay to the Landlord any amount so applied by the Landlord in
order to restore the full amount of the Cash Deposit. Provided that the Tenant
is not in default of any of its obligations under this Lease at the expiration
or earlier termination of the Term, the Landlord shall refund to the Tenant any
portion of the Cash Deposit that the Landlord is then holding (less the amount
determined by the Landlord in good faith to be sufficient to cure any
unsatisfied obligation of the Tenant) within thirty (30) days after such
expiration or earlier termination of the Term, provided, however, that in addition to any
other deductions the Landlord is entitled to make pursuant to the terms of this
Lease, the Landlord shall have the


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right to make a good faith
estimate of any unreconciled Additional Rent as of the expiration or earlier termination of the Term, and to
deduct any anticipated shortfall from the Cash Deposit. Upon final
reconciliation of all amounts owed by the Tenant under this Lease, the Landlord
shall promptly return the balance (if any) of any amounts so retained by the
Landlord to the Tenant.


          c.
Letter of Credit Portion of the Security Deposit. The Tenant shall
deliver to the Landlord, on the date that the Tenant executes and delivers this
Lease to the Landlord, an Irrevocable Standby Letter of Credit (the “Letter
of Credit”), which shall be (1) in the form attached hereto as Exhibit
B, (2) issued by a bank reasonably acceptable to the Landlord upon which
presentment may be made in Boston, Massachusetts, (3) in the amount of
$17,187.50 (the “Letter of Credit Amount”), and (4) for a term of one
(1) year, subject to extension in accordance with the terms of the Letter of
Credit. The Letter of Credit shall be automatically renewable. If the issuer of
the Letter of Credit gives notice of its election not to renew the Letter of
Credit for any additional period pursuant thereto, the Tenant shall, on or before
the date thirty (30) days prior to the expiration of the term of the Letter of
Credit, deliver to the Landlord a new Letter of Credit satisfying the foregoing
conditions (a “Substitute Letter of Credit”) in lieu of the Letter of
Credit then being held by Landlord. If Tenant fails timely to deliver to
Landlord a Substitute Letter of Credit, then the Landlord shall have the right,
at any time after such event, without giving any further notice to the Tenant,
to draw down the Letter of Credit (or Substitute Letter of Credit and/or
Additional Letter(s) of Credit) and to hold the proceeds
thereof in the same manner as allowed for the Cash Deposit under the provisions
of Paragraph 32b.


          If
the Tenant is in default of its obligations under this Lease beyond the
expiration of all applicable notice, grace and cure periods, and if the
Landlord has first applied the entire Cash Deposit pursuant to the terms of
Paragraph 32b, then the Landlord shall have the right, at any time after such
event, without giving any further notice to the Tenant, to draw down from said
Letter
of Credit, Substitute Letter of Credit or Additional Letter of Credit (as
defined below), as the case may be, the amount necessary to cure such default. In the event of any such draw by
the Landlord, the Tenant shall, within ten (10) business days of written demand
therefor, deliver to the Landlord an additional Letter of Credit satisfying the
foregoing conditions (“Additional Letter of Credit”), except that the
amount of such Additional Letter of Credit shall be the amount of such draw. In
addition, in the event of a termination based upon the default of the Tenant under this Lease, or a
rejection of this Lease pursuant to the provisions of the Federal Bankruptcy
Code, the Landlord shall have the right to draw upon the Letter of Credit (from
time to time, if necessary) to cover the full amount of damages and other
amounts due from the Tenant to the Landlord under this Lease. Any amounts so
drawn shall, at the Landlord’s election, be applied first to any unpaid rent
and other charges which were due prior to the filing of the petition for
protection under the Federal Bankruptcy Code.


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          To
the extent that the Landlord has not previously drawn upon any Letter of
Credit, Substitute Letter of Credit, or Additional Letter of Credit
(collectively “Collateral”) held by the Landlord, and to the extent that
the Tenant is not otherwise in default of its obligations under this Lease as
of the expiration or earlier termination of the Term, the Landlord shall return
such Collateral to the Tenant within thirty (30) days after the expiration
date, or earlier termination date, of the Term.


33. Engineering Reports.


          The
Landlord has required the tenant occupying the Premises as of the date of this
Lease (the “Prior Tenant”) to provide the Landlord with engineering reports, in form and
substance reasonably acceptable to the Landlord and prepared and certified by a
licensed engineer reasonably acceptable to the Landlord, evaluating the structural
integrity of the roof of the Building (the “Engineering Reports”). If the Prior Tenant fails to provide the
Landlord with the Engineering Reports on or before February 1, 2001, then the
Tenant shall, at its sole cost and expense, provide the Landlord with the
Engineering Reports on or before the Term Commencement Date.


34. Collocation


          The
Tenant anticipates entering into so-called “collocation” arrangements with its
customers (each a “Collocator”), whereby the Tenant’s customers are granted
licenses to install telecommunications and computer equipment in the Premises (“Collocation”). The Tenant shall cause each Collocator to
execute a written agreement (a “Collocator Agreement”) pursuant to which the Collocator shall agree
to indemnify, defend and hold the Landlord and all Landlord Parties harmless
from and against any and all any and all claims, actions, losses, damages
(including, without limitation, loss of business income, loss of data,
interruptions in service or other direct, indirect, incidental, consequential
or punitive damages of any kind), costs and expenses (including without
limitation reasonable attorneys’ fees), and liabilities, in contract, tort, or
otherwise (collectively, “Claims”) suffered or alleged to be suffered by the
Collocator by reason of any cause or condition whatsoever, including, without
limitation, the negligence of the Landlord or those for whom the Landlord is
legally responsible or any default
by the Landlord in its obligations under this Lease, but specifically excluding
any willful misconduct of the Landlord or those for whom the Landlord is
responsible. If any Claim is made or threatened to be made by any Collocator
against the Landlord or any of the Landlord Parties, then, within seven (7)
days after written request by the Landlord, the Tenant shall deliver to the
Landlord a copy of the Collocator Agreement executed by such Collocator. The
Tenant shall defend (with counsel reasonably acceptable to the Landlord),
indemnify and hold the Landlord harmless from and against any and all Claims
from and against which any Collocator would have been required to indemnify,
defend and hold the Landlord harmless under a Collocator Agreement if the
Tenant fails to obtain such Collocator Agreement from any such Collocator.


-25-





          The
Tenant shall cause each Collocator to maintain, or the Tenant shall itself
maintain on behalf of each Collocator throughout the term of its applicable
Collocation Agreement, term liability insurance with a combined single limit of
at least $1,000,000 (subject to adjustment from time to time to such higher
amount as may then be commercially reasonable and customary) covering the
activities of such Collocator in and about the Building. Such insurance shall
be issued by a carrier duly licensed in Massachusetts and having a rating of
A-/IX or better in Best’s Insurance Guide. Such insurance shall include an
endorsement naming the Landlord as an additional insured. The terms of this
Paragraph 33 shall survive the expiration or earlier termination of this Lease
as to any and all Claims arising during the Term.


 [Signatures Appear on the Following Page]


-26-





          IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
in quadruplicate under seal as of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 LANDLORD:

 
	
  

 
	
  

 	
 175 GREAT
 ROAD, L.L,.C., a Delaware limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Connelly Properties, L.L.C., a Delaware
 limited liability company, its Authorized Person

 
	
  

 	
  

 	
  

 
	
  

 	
 By: /s/ Mark
 Connelly

 
	
  

 	
 Name: Mark
 Connelly

 
	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
  TENANT:

 
	
  

 
	
  

 	
  RNK,
 INC., a Massachusetts corporation

 
	
  

 
	
  

 	
 By: /s/
 Richard N. Koch

 
	
  

 	
 Name:
 Richard N. Koch

 
	
  

 	
 Title:
 President

 












EXHIBIT B

          
                    Form of Letter of Credit


	
  

 	
  

 	
  

 
	
 BENEFICIARY: 

 	
  

 	
 ISSUANCE DATE:

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 175 GREAT ROAD, L.L.C.

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 do Connelly Properties, L.L.C.

 	
  

 	
 IRREVOCABLE STANDBY 

 
	
           57
 Bedford Street 

 	
  

 	
 LETTER OF CREDIT NO.

 
	
           Lexington,
 MA 02420

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
 ACCOUNTEE/APPLICANT:

 	
  

 	
 CREDIT AMOUNT:

 
	
  

 	
  

 	
 USD

 
	
 RNK, INC.

 	
  

 	
  

 
	
 MAXIMUM/AGGREGATE 

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 GENTLEMEN:

 



          We hereby establish our irrevocable letter of
credit in your favor for account of the applicant up to an aggregate amount not
to exceed________________________________ US Dollars ($ ___________) available by your draft(s)
drawn on ourselves at sight accompanied by the original of this Letter of Credit and a written statement signed by a
purportedly authorized officer, member or representative of Beneficiary
certifying that:


	
  

 	
  

 
	
  

 	
1.
An event of default has’ occurred and is continuing under the Lease dated ,
2000 by and between 175 Great Road, L.L.C., as the Landlord, and RNK, Inc., as
the Tenant (the “Lease”).

 



          2.
The draft accompanying this Certificate does not exceed the lesser of (i) the
amount permitted to be drawn by Beneficiary under the Lease with respect to the
applicable event of default, and (ii) the Maximum/Aggregate Credit Amount under
the Letter of Credit.


          Draft(s)
must indicate name and issuing bank and credit number and must be presented at
this office. You
shall have the right to make partial draws against this Letter of Credit, from
time to time.





          Except
as otherwise expressly stated herein, this Letter of Credit is subject to the
“Uniform Customs and practice for Documentary Credits, International Chamber of
Commerce, Publication No. 500 (1993 Revision)”.


          This
Letter of Credit shall expire at our office on _________________, 200_ (the
“Stated Expiration Date”).
It is a condition of this Letter of Credit that the Stated Expiration Date
shall be deemed automatically extended without amendment for successive one (1)
year periods from such Stated Expiration Date, unless at least forty-five (45)
days prior to such Stated Expiration Date (or any anniversary thereof) we shall
notify you and the Accountee/Applicant in writing by registered mail (return
receipt requested) that we elect not to consider this Letter of Credit extended
for any such additional one (1) year period.