<PAGE>

EXHIBIT 10.35


                               10 PRESIDENTIAL WAY

                                    L E A S E

                                    ARTICLE 1

                                 REFERENCE DATA


1.1      SUBJECT REFERRED TO

         Each reference in this Lease to any of the following subjects shall be
         construed to incorporate the data stated for that subject in this
         Section 1.1.

                  DATE OF THIS LEASE:      March 16, 2000

                  BUILDING:                The three-level building situated on
                                           the parcel of land known and
                                           numbered as 10 Presidential Way,
                                           Woburn, Massachusetts, as more
                                           particularly described in Exhibit
                                           A-1 attached to this Lease (the
                                           Building and such parcel of land
                                           hereinafter being collectively
                                           referred to as the "Property").

                  RENTABLE FLOOR AREA
                  OF THE BUILDING:         163,176 rentable square feet of
                                           floor area.

                  PREMISES:                The entire second (2nd) and third
                                           (3rd) floors of the Building,
                                           substantially as shown on Exhibit A
                                           attached hereto.

                  RENTABLE FLOOR
                  AREA OF PREMISES:        Approximately 81,938 rentable
                                           square feet, consisting of
                                           approximately 73,049 rentable square
                                           feet on the second (2nd) floor of
                                           the Building and approximately 8,889
                                           rentable square feet on the third
                                           (3rd) floor of the Building.

                  LANDLORD:                10 Presidential Way Associates, LLC,
                                           a Delaware limited liability company

                  ORIGINAL NOTICE
                  ADDRESS OF LANDLORD:     c/o Nordblom Management Company, Inc.
                                           31 Third Avenue
                                           Burlington, Massachusetts 01803

                  TENANT:                  Oak Technology, Inc., a Delaware
                                           corporation

                  ORIGINAL NOTICE
                  ADDRESS OF TENANT:       139 Kifer Court
                                           Sunnyvale, California 94086
                                           Attn: Chief Financial Officer

                  EXPIRATION DATE:         The last day of the seventh (7th)
                                           lease year (as hereinafter defined)

                  COMMENCEMENT DATE:       See Section 2.2.

                  ADJUSTMENT DATE:         The date which is 90 days from the
                                           Commencement Date.

                  DELIVERY DATE:           August 1, 2000


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<PAGE>

                  ANNUAL FIXED RENT RATE:  $1,753,176.00 from the Commencement
                                           Date until the day before the
                                           Adjustment Date;
                                           $1,966,512.00 from the Adjustment
                                           Date through the end of the 5th lease
                                           year; and $2,294,264.00 thereafter.

                  MONTHLY FIXED RENT RATE: $146,098.00 from the Commencement
                                           Date until the day before the
                                           Adjustment Date;
                                           $163,876.00 from the Adjustment Date
                                           through the end of the 5th lease
                                           year; and $191,188.67 thereafter.

                  ALLOWANCE:               $1,720,698.00

                  FINAL PLANS DATE:        May 12, 2000

                  LETTER OF CREDIT
                  AMOUNT:                  $1,966,512.00


                  BASE OPERATING COSTS:    $734,292.00

                  BASE TAXES:              $244,764.00

                  TENANT'S PERCENTAGE:     The ratio of the Rentable Floor
                                           Area of the Premises to the
                                           Rentable Floor Area of the
                                           Building, which shall initially be
                                           deemed to be 50.21%.

                  PERMITTED USES:          General offices and uses ancillary
                                           thereto.

                  PUBLIC LIABILITY INSURANCE LIMITS:

                  Comprehensive General Liability:  $2,000,000 per occurrence
                                                    $5,000,000 general aggregate


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<PAGE>

1.2      EXHIBITS.

         The Exhibits listed below in this section are incorporated in this
         Lease by reference and are to be construed as a part of this Lease.

                  EXHIBIT A         Floor Plans of Premises
                  EXHIBIT A-1       Description of Property
                  EXHIBIT B         Commencement Date Notification
                  EXHIBIT C         Base Building Work Specifications
                  EXHIBIT D         Work Change Order
                  EXHIBIT E         Rules and Regulations
                  EXHIBIT F         Form Tenant Estoppel Certificate
                  EXHIBIT G         Form of Letter of Credit

1.3      TABLE OF ARTICLES AND SECTIONS.

<TABLE>
<S>                                                                                   <C>
         ARTICLE 1 -- REFERENCE DATA

         1.1      Subjects Referred To.................................................1
         1.2      Exhibits.............................................................1
         1.3      Table of Articles and Sections.......................................2

         ARTICLE 2 -- PREMISES AND TERM

         2.1      Premises.............................................................3
         2.2      Term.................................................................3
         2.3      Extension Options....................................................4

         ARTICLE 3-- IMPROVEMENTS

         3.1      Performance of Work and Approval of Landlord's Work..................4
         3.2      Plans and Specifications.............................................5
         3.3      Acceptance of the Premises...........................................5
         3.4      Pre-Commencement Entry by Tenant.....................................5

         ARTICLE 4 -- RENT

         4.1      The Fixed Rent.......................................................6
         4.2      Additional Rent......................................................6
                  4.2.1    Real Estate Taxes...........................................6
                  4.2.2    Personal Property Taxes.....................................6
                  4.2.3    Operating Costs.............................................6
                  4.2.4    Insurance...................................................7
                  4.2.5    Utilities...................................................8
         4.3      Late Payment of Rent.................................................8
         4.4      Letter of Credit.....................................................8
                  4.4.1    Amount of Letter of Credit..................................8
                  4.4.2    Renewal of Letter of Credit.................................8
                  4.4.3    Draws to Cure Defaults......................................8
                  4.4.4    Draws to Pay Damages........................................8
                  4.4.5    Draws for Failure to Deliver Substitute Letter of Credit....8
                  4.4.6    Transferability.............................................9
                  4.4.7    Return of Letter of Credit at End of Term...................9

         ARTICLE 5 -- LANDLORD'S COVENANTS

         5.1      Affirmative Covenants................................................9
                  5.1.1    Heat and Air Conditioning...................................9
                  5.1.2    Electricity.................................................9
                  5.1.3    Cleaning; Water.............................................9
                  5.1.4    Elevator; Fire Alarm........................................9
                  5.1.5    Repairs.....................................................9
                  5.1.6    Landscaping.................................................9
                  5.1.7    Landlord's Insurance........................................9
         5.2      Interruption.........................................................9
         5.3      Outside Services.....................................................9
         5.4      Landlord's Representations...........................................9
         5.5      On-Site Amenities....................................................9


                                      3
<PAGE>

         ARTICLE 6 -- TENANT'S ADDITIONAL COVENANTS

         6.1      Affirmative Covenants...............................................10
                  6.1.1    Perform Obligations........................................10
                  6.1.2    Use........................................................10
                  6.1.3    Repair and Maintenance.....................................10
                  6.1.4    Compliance with Law........................................10
                  6.1.5    Indemnification............................................10
                  6.1.6    Landlord's Right to Enter..................................10
                  6.1.7    Personal Property at Tenant's Risk.........................10
                  6.1.8    Payment of Landlord's Cost of Enforcement..................10
                  6.1.9    Yield Up...................................................10
                  6.1.10   Rules and Regulations......................................11
                  6.1.11   Estoppel Certificate.......................................11
         6.2      Negative Covenants..................................................11
                  6.2.1    Assignment and Subletting..................................11
                  6.2.2    Nuisance...................................................11
                  6.2.3    Hazardous Wastes and Materials.............................12
                  6.2.4    Floor Load; Heavy Equipment................................12
                  6.2.5    Installation, Alterations or Additions.....................12
                  6.2.6    Abandonment................................................12
                  6.2.7    Signs......................................................12
                  6.2.8    Parking and Storage........................................12


         ARTICLE 7 -- CASUALTY OR TAKING

         7.1      Termination.........................................................12
         7.2      Restoration.........................................................12
         7.3      Award...............................................................13

         ARTICLE 8 -- DEFAULTS

         8.1      Events of Default...................................................13
         8.2      Remedies............................................................13
         8.3      Remedies Cumulative.................................................13
         8.4      Landlord's Right to Cure Defaults...................................13
         8.5      Effect of Waivers of Default........................................13
         8.6      No Waiver, etc......................................................13
         8.7      No Accord and Satisfaction..........................................13

         ARTICLE 9 -- RIGHTS OF MORTGAGE HOLDERS

         9.1      Rights of Mortgage Holders..........................................14
         9.2      Lease Superior or Subordinate to Mortgages..........................14

         ARTICLE 10 -- MISCELLANEOUS PROVISIONS

         10.1     Notices From One Party to the Other.................................14
         10.2     Quiet Enjoyment.....................................................14
         10.3     Lease Not to be Recorded............................................14
         10.4     Limitation of Landlord's Liability..................................14
         10.5     Acts of God.........................................................14
         10.6     Landlord's Default..................................................14
         10.7     Brokerage...........................................................14
         10.8     Applicable Law and Construction.....................................15
         10.9     Right of First Offer................................................15
</TABLE>

                                    ARTICLE 2

                                PREMISES AND TERM

2.1      PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases
         from Landlord, subject to and with the benefit of the terms, covenants,
         conditions and provisions of this Lease, the Premises, excluding the
         roof, exterior faces of exterior walls, the common


                                      4
<PAGE>

         stairways, stairwells, elevators and elevator shafts, and pipes,
         ducts, conduits, wires, and appurtenant fixtures serving exclusively
         or in common with the Premises, other parts of the Building, and if
         Tenant's space includes less than entire rentable area of any floor,
         excluding the central core area of such floor.

         Tenant shall have, as appurtenant to the Premises, rights to use, in
         common with Landlord and other tenants of the Building, subject to
         reasonable rules of general applicability to tenants of the Building
         from time to time made by Landlord in accordance with Section 6.1.10 of
         this Lease: (a) the lobbies, hallways, stairways and elevators
         necessary for access to the Premises, (b) if the Premises includes less
         than the entire rentable area of any floor, the restrooms on such
         floor, (c) any common cafeteria and/or fitness center that may be now
         or hereafter constructed on the Property, (d) the common walkways and
         driveways necessary for access to the Building and the parking areas on
         the Property, (e) the parking areas on the Property and any other
         parking areas serving the Building,, and (f) all wires, cables, pipes,
         poles, mains, conduits, ducts, trenches and other fixtures, facilities
         and equipment necessary or convenient to provide electricity,
         telephone, cable, gas, water, sewer and other utility and
         telecommunications services to the Premises (collectively, the "Common
         Facilities"). Tenant shall also have the right to use up to 3.7 parking
         spaces located at the Property for each 1,000 rentable square feet of
         the Rentable Floor Area of the Premises at no additional cost to
         Tenant. Landlord shall not grant to all tenants in the aggregate the
         right to use more parking spaces than available at the Property.

         Landlord reserves the right from time to time, without unreasonable
         interference with Tenant's use of the Premises: (a) to install, use,
         maintain, repair, replace and relocate for service to the Premises and
         other parts of the Building, or either, pipes, ducts, conduits, wires
         and appurtenant fixtures, above dropped ceilings in the Premises or in
         core areas of the Building, (b) to alter or relocate any other common
         facility, (c) to make any repairs and replacements to the Premises
         which Landlord may deem necessary, and (d) in connection with any
         excavation made upon adjacent land of Landlord or others, at reasonable
         times and upon reasonable prior notice (except in an emergency), to
         enter upon the Premises to do such work as the person causing such
         excavation deems necessary to preserve the wall of the Building from
         injury or damage and to support the same.

2.2      TERM. TO HAVE AND TO HOLD for a term (the "original term") beginning on
         the Commencement Date, which shall be the earlier of (a) the date on
         which the Base Building Work and the TIW has been substantially
         completed and Landlord has delivered the Premises to Tenant in a broom
         clean condition and free of all tenants and occupants or (b) the
         opening by Tenant of its business in the Premises, and ending on the
         Expiration Date, unless sooner terminated as hereinafter provided. The
         term "substantially completed" as used herein shall mean that (i) the
         Base Building Work and TIW has been completed with the exception of the
         hydraulic service elevator specified in Exhibit C and minor items which
         can be fully completed after Tenant takes possession of the Premises
         without material interference with Tenant's use of the Premises and
         other items which because of the season or weather or the nature of the
         item are not practicable to do at the time, provided that none of said
         items is necessary to make the Premises tenantable for the Permitted
         Uses (collectively, "Punch List Items"), and (ii) a temporary
         certificate of occupancy has been issued which permits Tenant to occupy
         the Premises for the Permitted Uses; provided, however, if at the time
         clause (i) of this Section 2.2 has been satisfied Landlord cannot
         obtain a temporary certificate of occupancy because of a Tenant Delay
         (hereinafter defined), then, notwithstanding Landlord's inability to
         obtain the temporary certificate of occupancy, the Commencement Date
         shall be deemed to have occurred and the Base Building Work and the TIW
         shall be deemed to be "substantially completed" on the date that such
         work would have been substantially completed but for such Tenant Delay,
         but Landlord shall not be relieved from the obligation to actually
         complete Landlord's Work. Landlord shall promptly notify Tenant of any
         potential Tenant Delay of which Landlord becomes aware. If the
         Landlord's Work is deemed substantially completed pursuant to the
         foregoing (and the Commencement Date shall have occurred by reason
         thereof), but the Landlord's Work is not in fact substantially
         completed, Tenant shall not (except with Landlord's consent which shall
         not be unreasonably withheld or delayed) be entitled to take possession
         of the Premises for the Permitted Uses until the Landlord's Work is in
         fact substantially completed, except in such case as Tenant can legally
         occupy the Premises while Tenant waits for a long lead time item to be
         delivered and installed. For the purposes hereof, "Tenant Delay" shall
         be defined as any material delay in the completion of Landlord's Work
         actually caused by (i) special work or long lead-time items for which
         Landlord identifies a specified period of Tenant Delay at the time of
         its approval of the Final Plans (provided, however, that Landlord shall
         identify no component of the TIW as special work or long lead-time
         items, or charge Tenant for any expediting or overtime costs, if such
         components are consistent with the tenant standard finishes at 10
         Second Avenue, Burlington, Massachusetts), or change orders made by
         Tenant under Section 3.1 hereof for which Landlord identifies a
         specified period of Tenant Delay at the time of its approval (and
         Tenant does not withdraw or alter such special work, long lead-time
         item or change order which avoids such delay), (ii) the delay of Tenant
         in submitting the Final Plans by the Final Plans Date, approving the
         Cost Proposal within the time period specified below, or supplying,
         submitting or approving any other plans, specifications or estimates or
         giving authorizations or supplying information reasonably required by
         Landlord or its contractors within the specific time periods set forth
         in this Lease, or in any instance where no specific time period is
         specified herein, within such reasonable period of time as shall be
         typically required for the expeditious prosecution of the work to be
         performed by Landlord, (iii) any contractors employed by Tenant
         including, without limitation, entities furnishing communications, data
         processing or other service or equipment directly to Tenant (and not
         under Landlord's contractor(s)), or (iv) any failure to comply with
         this Article 3 or any material interference with the performance of
         Landlord's Work by Tenant or any of its agents, employees, engineers or
         contractors.

         When the dates of the beginning and end of the term have been
         determined, such dates shall be evidenced by a document, in the form
         attached hereto as Exhibit B, which Landlord shall complete and deliver
         to Tenant, and which shall be deemed conclusive unless Tenant shall
         notify Landlord of any disagreement therewith within ten (10) days of
         receipt. Landlord shall complete the Punch List Items within 30 days
         after the Commencement Date, except for items which because of the
         season or weather or the nature of the item are not practicable to do
         at the time, which items Landlord shall complete as soon as reasonably
         practicable and with diligence and continuity. If the Commencement Date
         occurs before the issuance of a permanent certificate of occupancy for


                                      5
<PAGE>

         the Premises, Landlord shall obtain a permanent certificate of
         occupancy for the Premises as soon as reasonably practicable after the
         Commencement Date.

         The term "lease year" as used herein shall mean a period of twelve (12)
         consecutive full calendar months. The first lease year shall begin on
         the Commencement Date if the Commencement Date is the first day of a
         calendar month; if not, then the first lease year shall commence upon
         the first day of the calendar month next following the Commencement
         Date. Each succeeding lease year shall commence upon the anniversary
         date of the first lease year, and upon the anniversary date of each
         succeeding lease year.

2.3      EXTENSION OPTIONS. Provided that as of the date of the notice specified
         below, Tenant is not in default in the payment or performance of its
         obligations under this Lease after receiving any notice required under
         this Lease and beyond any applicable grace periods, and has not
         previously been in monetary default of its obligations under this Lease
         beyond any applicable grace period during the two (2) years prior to
         the date of such notice, Tenant shall have the right to extend the term
         of this Lease for one or both of two additional periods of five (5)
         years each, each such period to begin immediately upon the expiration
         of the then current term (the "Extended Term" or the "Extended Terms").
         All of the terms, covenants and provisions of this Lease shall apply to
         each such Extended Term except that (i) Base Operating Costs and Base
         Taxes shall be adjusted to reflect a current base year for Operating
         Costs and Taxes, and (ii) the Annual Fixed Rent Rate for each such
         Extended Term shall be the market rate at the commencement of each of
         the Extended Terms. The "market rate" shall be the annual fair market
         rental rate during the Extended Term, for leases, on terms and
         conditions (other than Fixed Rent but including any such adjusted Base
         Operating Costs and Base Taxes) comparable to this Lease, for a term of
         five years, for space of similar size to the Premises (but not in no
         event less than 10,000 square feet) and of an age, quality, condition,
         amenities and location comparable to the Premises and the Building in
         the Woburn market area. If Tenant shall elect to exercise either or
         both of the aforesaid options, it shall do so by giving Landlord notice
         in writing of its intention to do so not later than 12 months prior to
         the expiration of the then current term, as the case may be. If Tenant
         gives such notice, the extension of this Lease shall be automatically
         effected without the execution of any additional documents. The
         original term and the Extended Terms are hereinafter collectively
         called the "term".

         Within fifteen (15) days following receipt of such notice by Tenant,
         Landlord shall give notice to Tenant setting forth Landlord's
         determination of the market rate for the Extended Term in question.
         Within fifteen (15) days following receipt of Landlord's notice Tenant
         shall either propose its determination of the market rate by giving
         notice thereof to Landlord or shall accept Landlord's determination.
         Failure on the part of Tenant to give such notice of its determination
         shall bind Tenant to Landlord's determination. If Tenant proposes its
         determination of the market rate, then Landlord and Tenant shall meet
         for the purpose of reaching agreement. If the parties have been unable
         to reach agreement within fifteen (15) days following Tenant's notice
         to Landlord of its determination, then Tenant's exercise shall be
         deemed revoked and its exercise of the aforesaid option shall be
         rendered ineffective unless, within fifteen (15) days thereafter,
         Tenant shall call for arbitration by written notice to Landlord.

         If the Tenant calls for arbitration, then the market rate shall be
         submitted to arbitration as follows: The market rate shall be
         determined by impartial arbitrators, one to be chosen and paid for by
         the Landlord, one to be chosen and paid for by Tenant, and a third to
         be selected, if necessary, as below provided. The unanimous written
         decision of the two first chosen, without selection and participation
         of a third arbitrator, or otherwise, the written decision of a majority
         of three arbitrators chosen and selected as aforesaid, shall be
         conclusive and binding upon Landlord and Tenant. Landlord and Tenant
         shall each notify the other of its chosen arbitrator within ten (10)
         days following the call for arbitration and, unless such two
         arbitrators shall have reached a unanimous decision within thirty (30)
         days after their designation, they shall so notify the then President
         of the Boston Bar Association and request him to select an impartial
         third arbitrator. All such arbitrators shall be brokers or appraisers
         with at least ten years of experience in appraising or valuing
         properties of the general location, type and character as the Property
         who is either a Senior Real Property Appraiser of the Society of Real
         Estate Appraisers or a member of the Appraisal Institute (or any
         successor organization). Such third arbitrator and the first two chosen
         shall hear the parties and their evidence and render their decision
         within thirty (30) days following the appointment of the third
         arbitrator and notify Landlord and Tenant thereof. Landlord and Tenant
         shall share equally the expense of the third arbitrator (if any). If
         the dispute between the parties as to a market rate has not been
         resolved before the commencement of the Extended Term, then Tenant
         shall pay Fixed Rent under the Lease based upon the rate then in effect
         at the expiration of the then current term until either the agreement
         of the parties as to the market rate or the decision of the
         arbitrators, as the case may be, at which time Tenant shall pay any
         underpayment of Fixed Rent to Landlord, or Landlord shall refund any
         overpayment of Fixed Rent to Tenant.

         In any event, the Annual Fixed Rent Rate for the Extended Terms shall
         not be less than the Annual Fixed Rent Rate in effect immediately prior
         to each such Extended Term.


                                    ARTICLE 3

                                  IMPROVEMENTS

3.1      PERFORMANCE OF WORK AND APPROVAL OF LANDLORD'S WORK. Landlord shall
         cause to be performed and completed the alterations, improvements,
         renovations, installations and other base building work (the "Base
         Building Work") described in the specifications attached hereto as
         Exhibit C (the "Base Building Work Specifications") at Landlord's
         expense. Additionally, Landlord shall cause to be performed and
         completed the alterations, improvements, renovations, installations and
         other work desired by Tenant to prepare the Premises for Tenant's use
         and occupancy (the "TIW") in accordance with the Final Plans (as
         hereinafter defined).


                                      6
<PAGE>

         The Final Plans, which are not prepared as of the date hereof,
         shall be prepared in accordance with Section 3.2 below.  (The
         Base Building Work and the TIW are sometimes collectively referred
         to herein as the "Landlord's Work"). All such Landlord's Work shall be
         done in a good and workmanlike manner, in accordance with the Base
         Building Plans and the Final Plans, employing good materials and so as
         to conform to all applicable federal, state and local building laws,
         including those relating to the removal of architectural barriers for
         disabled persons. Tenant agrees that Landlord may make any minor
         changes in Landlord's Work ("minor changes" meaning changes that are
         customary to the trades to accommodate field conditions or substitute
         materials of equal or better qualities in order to meet availability
         schedules) which may become reasonably necessary or advisable, other
         than substantial changes, without approval of Tenant, provided written
         notice is promptly given to Tenant; and Landlord may make substantial
         changes in Landlord's Work necessitated by building code requirements,
         unavailability of materials and the like, with the written approval of
         Tenant, which shall not be unreasonably withheld or delayed. Landlord
         shall submit promptly the Final Plans and the building permit
         application to the Town of Woburn and shall prosecute such application
         and the issuance of all building permits for the Landlord's Work and
         all certificates of use and occupancy for the Premises. Landlord shall
         use diligence to cause Landlord's Work to be substantially completed by
         the Delivery Date, subject to the provisions of Section 10.5 hereof and
         any Tenant Delay. Landlord agrees that Tenant may make changes in such
         work with the approval of Landlord, which Landlord shall not
         unreasonably withhold, delay or condition, and the execution by
         Landlord and Tenant of a Work Change Order in the form attached hereto
         as Exhibit D. The TIW is specialized for Tenant's use and therefore
         shall be deemed to be Tenant's property during the term hereof. Tenant
         acknowledges that the hydraulic service elevator described in Exhibit C
         as part of the Base Building Work may not be installed by the
         Commencement Date. If Landlord has not installed the service elevator
         on or before the Commencement Date, Landlord shall use diligence to
         complete such installation no later than forty-five (45) days after the
         Commencement Date. During such time that the service elevator is not
         operational, Tenant shall be permitted to use the passenger elevator
         for all purposes, including moving palettes of paper. Landlord shall be
         responsible for paying the reasonable incremental moving costs incurred
         by Tenant as a result of the lack of a service elevator.

3.2      PLANS AND SPECIFICATIONS. Tenant shall be solely responsible for the
         preparation and submission to Landlord of the architectural,
         electrical, mechanical and plumbing construction design drawings,
         construction plans and specifications required to permit, construct and
         complete the TIW (called "TIW Plans") and all and all other information
         required by Landlord and the General Contractor necessary to perform
         the TIW. The TIW Plans shall be subject to the approval of Landlord's
         architect and engineers and shall comply with their requirements to
         avoid aesthetic or other conflicts with the design and function of the
         Building. If requested by Tenant, Landlord's architect will prepare the
         TIW Plans necessary for the TIW at Tenant's cost. Whether or not the
         TIW Plans are prepared with the help (in whole or in part) of
         Landlord's architect, Tenant agrees to remain solely responsible for
         the preparation and submission of the TIW Plans and all costs related
         thereto. Tenant has assured itself by direct communication with the
         architect and engineers (Landlord's or its own, as the case may be)
         that the Final Plans can be delivered to Landlord on or before the
         Final Plans Date, provided that Tenant promptly furnishes complete
         information concerning its requirements to said architect and engineers
         as and when requested by them and Landlord responds with its approval
         or disapproval of the TIW Plans and any revisions to the TIW Plans
         within the periods specified in this Section 3.2; and Tenant covenants
         and agrees to cause said Final Plans to be delivered to Landlord on or
         before Final Plans Date and to devote such time as may be necessary in
         consultation with said architect and engineers to enable them to
         complete and submit the TIW Plans before the Final Plans Date. Time is
         of the essence in respect of the preparation and submission of plans by
         Tenant and Landlord's response to each submission of the TIW Plans or
         the revised TIW Plans by Tenant.

         The TIW Plans shall require Landlord's approval, which shall not be
         unreasonably withheld, delayed or conditioned. Landlord shall give
         Tenant notice, in reasonable detail, of any reasonable objections or
         concerns Landlord may have with respect to any TIW Plans or revised TIW
         Plans within 7 business days after Landlord's receipt of TIW Plans or
         revisions, and if Landlord does not give such notice within the
         aforesaid 7-business day period, Landlord shall be deemed to have
         approved the TIW Plans in question. Landlord shall not be deemed
         unreasonable for withholding approval of plans which (i) involve or
         might affect any structural element or exterior element of the Building
         or any portion thereof, or (ii) might, in Landlord's reasonable
         opinion, materially adversely affect the value of the Building or any
         portion thereof, or (iii) might materially adversely affect the proper
         functioning of the Building systems. If Landlord reasonably and timely
         objects to the TIW Plans, or any portion thereof, Tenant shall cause
         the TIW Plans to be revised in a manner sufficient to remedy Landlord's
         reasonable objections and respond to Landlord's reasonable concerns and
         redelivered to Landlord as soon as reasonably possible after Tenant's
         receipt of Landlord's notice of objection (Tenant hereby agreeing to
         use best efforts to respond within five (5) business days). The
         aforesaid process shall be repeated until the plans are approved by
         Landlord. The final TIW Plans approved by Landlord shall be called the
         "Final Plans." Tenant shall use diligence to submit revised TIW Plans
         and both parties shall cooperate to diligently complete the Final Plans
         by the Final Plans Date.

         Landlord shall cause the TIW to be completed, in accordance with this
         Lease, by Erland Construction (the "General Contractor") and by
         subcontractors selected and engaged by Landlord and the General
         Contractor. Landlord shall cause the General Contractor to obtain
         competitive bids for the TIW from at least three subcontractors for
         each major trade of work involved in the TIW. Tenant shall have the
         right to specify one subcontractor reasonably acceptable to Landlord to
         participate in such competitive bidding for each such trade. One of the
         three subcontractors shall employ non-union labor, unless no such
         subcontractor is available to perform any particular trade. Landlord
         shall cause the General Contractor to accept the lowest qualified bid
         submitted for each such trade unless such bid fails to conform to the
         Final Plans or the requirements of this Lease. Within 10 business days
         after the date of the delivery of Final Plans to Landlord, Landlord
         shall provide to Tenant a written summary (the "Cost Proposal") of the
         cost of the TIW, based on the Final Plans. The Cost Proposal (and any
         revisions thereto) shall include such reasonable supporting
         documentation as Tenant shall reasonably require to confirm the
         accuracy of the calculation of Tenant's Share (as hereinafter defined)
         and compliance with the terms of this Lease. Tenant shall give written
         notice to Landlord of any disapproval of the Cost Proposal, together
         with reasons for such disapproval, within five business days after
         receiving the Cost Proposal from Landlord. Tenant shall not
         unreasonably withhold


                                      7
<PAGE>

         or condition its approval of the Cost Proposal. If Tenant fails to
         deliver such notice of disapproval to Landlord within such
         five-business-day period, Tenant shall be deemed to have approved the
         Cost Proposal. If Tenant reasonably disapproves the Cost Proposal
         within such five-business-day period, Tenant shall revise the Final
         Plans within such 5-day period, subject to Landlord's approval, which
         shall not be unreasonably withheld, delayed or conditioned. Within 5
         business days after Tenant's submitting of the revised Final Plans,
         Landlord shall submit a revised Cost Proposal to Tenant based on the
         revised Final Plans and shall then be released to commence the TIW.
         Tenant and Landlord agree to hold weekly project meetings with the
         architect and contractor commencing fourteen (14) days after the date
         this Lease is executed.

         In calculating the costs of Landlord's Work for the purpose of
         determining Tenant's Share (the "Contract Price"), such costs shall
         include only the sum of (i) fees and expenses paid to architects and
         engineers in connection with the preparation and revision of the Final
         Plans, (ii) the total of all bids from subcontractors accepted by the
         General Contractor in accordance with this Lease (the "Hard Costs"),
         (iii) a charge for the General Contractor's general conditions
         (equitably allocated to the TIW) not to exceed ten (10%) percent of the
         Hard Costs (the "General Conditions") and a fee equal to 5% of the sum
         of the Hard Costs PLUS the General Conditions, and (iv) a fee payable
         to Nordblom Development Company on account of the management of
         Landlord's Work equal to 3% of the sum of the Hard Costs, PLUS the
         General Conditions, PLUS the General Contractor's fee. Landlord shall
         complete Landlord's Work at its sole expense, subject to reimbursement
         by Tenant of the amount ("Tenant's Share") by which the Contract Price,
         as specified in the Cost Proposal (subject to increases or decreases
         under the next paragraph), exceeds the Allowance.

         If, after the Cost Proposal has been approved by Landlord and Tenant,
         Tenant requests any changes or substitutions to the Final Plans, all
         such changes shall be subject to Landlord's prior written approval,
         which shall not be unreasonably withheld, delayed or conditioned.
         Before implementing any such change or substitution, Landlord shall
         prepare and deliver to Tenant, for Tenant's approval, a change order,
         on the form attached to this Lease as Exhibit D, setting forth any
         increase or decrease in the Contract Price resulting from such change.
         If Tenant fails to approve such change order within five business days
         after receiving it from Landlord, Tenant shall be deemed to have
         withdrawn its request. If Tenant approves such change order, Landlord
         shall make the requested change or substitution to Landlord's Work and
         shall revise the Cost Proposal if necessary. Landlord shall cause its
         General Contractor to retain until ninety (90) days after the
         substantial completion of the Leasehold Improvements complete and
         accurate financial records with respect to all costs and expenses
         incurred in connection with the performance of the Landlord's Work, and
         Tenant shall have the right to inspect such records during normal
         business hours for the purpose of verifying such costs.

         Tenant shall pay to Landlord 50% of Tenant's Share, determined in
         accordance with the final Cost Proposal approved by Landlord and Tenant
         (the "First Payment"), within ten business days after receiving such
         Cost Proposal. On the Commencement Date, Tenant shall pay to Landlord a
         sum equal to 90% of Tenant's Share, determined in accordance with such
         Cost Proposal, as increased or decreased by any change orders, less the
         amount of the First Payment. Any contrary provision of this Lease
         notwithstanding, until completion of all Punch List Items, Tenant shall
         have the right to retain a sum equal to ten percent of Tenant's Share.
         Tenant shall pay Landlord such retained sum within 30 days after the
         completion of all Punch List Items.

3.3      ACCEPTANCE OF THE PREMISES. Tenant or its representatives may, at
         reasonable times, enter upon the Premises during the progress of the
         Landlord's Work to inspect the progress thereof and to determine if the
         Landlord's Work is being performed in accordance with the requirements
         of this Lease. Tenant shall promptly give to Landlord notices of any
         alleged failure by Landlord to comply with those requirements. Except
         for latent or structural defects which reasonably could not have been
         discovered in the course of a diligent inspection of Landlord's Work
         (including without limitation any defects that Tenant could not
         reasonably discover due to seasonal conditions) and of which Tenant
         shall give Landlord notice within one (1) year from the Commencement
         Date, any incomplete Punch List Items and all incomplete or defective
         items of Landlord's Work of which Tenant gives Landlord notice within
         90 days after the Commencement Date, Tenant shall be deemed to have
         approved all aspects of Landlord's Work as of the end of such 90-day
         period.

3.4      PRE-COMMENCEMENT ENTRY BY TENANT. With Landlord's prior consent, which
         shall not be unreasonably withheld, Tenant shall have the right to
         enter the Premises, during normal business hours and without payment of
         rent, but otherwise subject to all of the terms and conditions of this
         Lease, to perform such work or decoration as is to be performed by, or
         under the direction or control of Tenant, which work may include,
         without limitation, installation of Tenant's telephone and
         telecommunications system and equipment, cubicles and moveable
         partitions, so long as such work does not interfere with the
         performance of Landlord's Work. Notwithstanding the foregoing, no
         earlier than fourteen (14) days prior to the Commencement Date, Tenant
         shall be permitted access to the Premises to commence installation of
         its cubicles and moveable partitions as aforesaid. At such time,
         Landlord shall have sufficiently completed installation of carpet in
         portions of the Premises to allow Tenant to commence the installation
         of its cubicles and partitions, and shall thereafter diligently
         complete the installation of said carpet in the remainder of the
         Premises in order to permit Tenant to diligently complete the
         installation of its cubicles and partitions.

                                    ARTICLE 4

                                      RENT

4.1      THE FIXED RENT. Commencing on the Commencement Date, Tenant covenants
         and agrees to pay rent ("Fixed Rent") to Landlord at the Original
         Address of Landlord or at such other place or to such other person or
         entity as Landlord may by notice in writing to Tenant from time to time
         direct, at the Annual Fixed Rent Rate, in equal installments at the
         Monthly Fixed Rent Rate (which is 1/12th of the Annual Fixed Rent
         Rate), in advance, on the first day of each calendar month included in
         the term; and for any


                                      8
<PAGE>

         portion of a calendar month following the Commencement Date, at the
         rate of 1/30 of the installment of Monthly Fixed Rent applicable
         during the first lease year for each day of such calendar month
         included in the term payable in advance on the Commencement Date.

         If Landlord shall give notice to Tenant that all rent and other
         payments due hereunder are to be made to Landlord by electronic funds
         transfers, so called, or by similar means, Tenant shall, to the extent
         Tenant has capabilities and means in place, make all such payments as
         shall be due after receipt of said notice by means of said electronic
         funds transfers (or such similar means as designated by Landlord).

4.2      ADDITIONAL RENT. Tenant covenants and agrees to pay insurance costs,
         utility charges, personal property taxes and its pro rata share of
         increases in operating costs with respect to the Premises as provided
         in this Section 4.2 as follows:

         4.2.1    REAL ESTATE TAXES. If Taxes (as hereinafter defined) for any
                  fiscal tax year (hereinafter called, a "Tax Year") during the
                  term shall exceed Base Taxes, Tenant shall reimburse Landlord,
                  as additional rent, for Tenant's Percentage of such excess
                  (such amount hereinafter referred to as "Tax Excess"). Tenant
                  shall remit to Landlord, on the first day of each calendar
                  month, estimated payments on account of Tax Excess, in equal
                  installments sufficient in the aggregate to provide Landlord,
                  by the time payments on account of Taxes are due and payable
                  to any governmental authority responsible for collection of
                  such payments, a sum equal to the Tax Excess, as reasonably
                  estimated by Landlord from time to time on the basis of the
                  most recent tax data available, payable by Tenant on account
                  of such payments. If the total of such monthly remittances for
                  any Tax Year is greater than the actual Tax Excess for such
                  Tax Year, Landlord shall promptly pay to Tenant, or credit
                  against the next accruing payments to be made by Tenant
                  pursuant to this subsection 4.2.1, the difference; if the
                  total of such remittances is less than the actual Tax Excess
                  for such Tax Year, Tenant shall pay the difference to Landlord
                  at least ten (10) days prior to the date or dates within such
                  Tax Year that any Taxes become due and payable to the
                  governmental authority (but in any event no earlier than ten
                  (10) days following a written notice to Tenant, which notice
                  shall set forth the manner of computation of Tax Excess).
                  Landlord shall, upon request of Tenant, from time to time,
                  provide Tenant with copies of real estate tax bills with
                  respect to which Tenant is required to pay Tax Excess.

                  If, after Tenant shall have made reimbursement to Landlord
                  pursuant to this subsection 4.2.1, Landlord shall receive a
                  refund of any portion of Taxes paid by Tenant with respect to
                  any Tax Year during the term hereof as a result of an
                  abatement of such Taxes by legal proceedings, settlement or
                  otherwise (without Landlord having any obligation to undertake
                  any such proceedings), Landlord shall promptly pay to Tenant,
                  or credit against the next accruing payments to be made by
                  Tenant pursuant to this subsection 4.2.1, the Tenant's
                  Percentage of the refund (less the proportional, pro rata
                  expenses, including attorneys' fees and appraisers' fees,
                  incurred in connection with obtaining any such refund), as
                  relates to Tax Excess paid by Tenant to Landlord with respect
                  to any Tax Year for which such refund is obtained.

                  In the event this Lease shall commence, or shall end (by
                  reason of expiration of the term or earlier termination
                  pursuant to the provisions hereof), on any date other than the
                  first or last day of the Tax Year, or should the Tax Year or
                  period of assessment of real estate taxes be changed or be
                  more or less than one (1) year, as the case may be, then the
                  amount of Tax Excess which may be payable by Tenant as
                  provided in this subsection 4.2.1 shall be appropriately
                  apportioned and adjusted.

                  The term "Taxes" shall mean all taxes, assessments,
                  betterments and other charges and impositions (including, but
                  not limited to, fire protection service fees and similar
                  charges) levied, assessed or imposed at any time during the
                  term by any governmental authority upon or against the
                  Property, or taxes in lieu thereof, and additional types of
                  taxes to supplement real estate taxes due to legal limits
                  imposed thereon. If, at any time during the term of this
                  Lease, any tax or excise on rents or other taxes, however
                  described, are levied or assessed against Landlord with
                  respect to the rent reserved hereunder, either wholly or
                  partially in substitution for, or in addition to, real estate
                  taxes assessed or levied on the Property, such tax or excise
                  on rents shall be included in Taxes; however, Taxes shall not
                  include franchise, estate, inheritance, succession, capital
                  levy, excise, transfer, income or excess profits taxes
                  assessed on Landlord. Taxes shall include any estimated
                  payment made by Landlord on account of a fiscal tax period for
                  which the actual and final amount of taxes for such period has
                  not been determined by the governmental authority as of the
                  date of any such estimated payment.

         4.2.2    PERSONAL PROPERTY TAXES. Tenant shall pay all taxes charged,
                  assessed or imposed upon the personal property of Tenant in or
                  upon the Premises.

         4.2.3    OPERATING COSTS. If, during the term hereof, Operating Costs
                  (as hereinafter defined) incurred by Landlord in any calendar
                  year shall exceed Base Operating Costs, Tenant shall reimburse
                  Landlord, as additional rent, for Tenant's Percentage of any
                  such excess (such amount being hereinafter referred to as the
                  "Operating Costs Excess"). Tenant shall remit to Landlord, on
                  the first day of each calendar month, estimated payments on
                  account of Operating Costs Excess, such equal monthly amounts
                  to be sufficient to provide Landlord, by the end of the
                  calendar year, a sum equal to the Operating Costs Excess for
                  such calendar year, as reasonably estimated by Landlord from
                  time to time. If, at the expiration of the year in respect of
                  which monthly installments of Operating Costs Excess shall
                  have been made as aforesaid, the total of such monthly
                  remittances is greater than the actual Operating Costs Excess
                  for such year, Landlord shall promptly pay to Tenant, or
                  credit against the next accruing payments to be made by Tenant
                  pursuant to this subsection 4.2.3, the difference; if the
                  total of such remittances is less than the Operating Costs
                  Excess for such


                                      9
<PAGE>

                  year, Tenant shall pay the difference to Landlord
                  within twenty (20) days from the date Landlord shall
                  furnish to Tenant an itemized statement of the Operating Costs
                  Excess, which statement Landlord shall provide to Tenant
                  within a reasonable period of time following the end of any
                  calendar year (but in no event later than 12 months following
                  the end of such calendar year), prepared, allocated and
                  computed in accordance with generally accepted accounting
                  principles, such statement setting forth in reasonable detail
                  the basis for the computation of any increase in Operating
                  Costs for such year. Tenant shall have the right, upon
                  reasonable notice and during business hours, to examine, at
                  Landlord's office, within six (6) months following receipt of
                  a statement, Landlord's books and records respecting such
                  statement. If such examination discloses any errors,
                  appropriate adjustments shall be made. Any reimbursement for
                  Operating Costs due and payable by Tenant with respect to
                  periods of less than twelve (12) months shall be equitably
                  prorated.

                  The term "Operating Costs" shall mean all costs and expenses
                  incurred by Landlord for the operation, cleaning, maintenance,
                  repair and upkeep of the Property, including, without
                  limitation, all costs of maintaining and repairing the
                  Property (including snow removal, landscaping and grounds
                  maintenance, parking lot operation and maintenance, cleaning
                  of any common dining area for the cafeteria, cleaning,
                  maintenance and repair of a fitness facility, security,
                  operation and repair of heating and air-conditioning
                  equipment, elevators, lighting and any other Building
                  equipment or systems) and of all repairs and replacements
                  (other than repairs or replacements or other items for which
                  Landlord has a right to receive reimbursement from
                  contractors, other tenants of the Building or from others)
                  necessary to keep the Property in good working order, repair,
                  appearance and condition; all costs, including material and
                  equipment costs, for cleaning and janitorial services to the
                  Building (including window cleaning of the Building); all
                  costs of cafeteria subsidy programs, if any, not to exceed
                  $4,000 per month for the entire Building; all costs of any
                  reasonable insurance carried by Landlord relating to the
                  Property; all costs related to provision of heat (including
                  oil, electric, steam and/or gas), air-conditioning, and water
                  (including sewer charges) and other utilities to the Building
                  (exclusive of reimbursement to Landlord for any of same
                  received as a result of direct billing to any tenant of the
                  Building); payments under all service contracts relating to
                  the foregoing; all compensation, fringe benefits, payroll
                  taxes and workmen's compensation insurance premiums related
                  thereto with respect to any employees of Landlord or its
                  affiliates engaged in security and maintenance of the
                  Property; attorneys' fees and disbursements (exclusive of any
                  such fees and disbursements incurred in tax abatement
                  proceedings or the preparation of leases, in procuring
                  tenants, or in disputes with tenants) and auditing and other
                  professional fees and expenses relating to the operation of
                  the Property; and a management fee comparable to fees charged
                  by other landlords of comparable buildings in the vicinity of
                  the Building.

                  Notwithstanding any other provision of this Lease, Operating
                  Costs shall not include the following: (a) the cost of repairs
                  or replacements (i) resulting from casualty losses or eminent
                  domain takings (other than the amount of any reasonable
                  deductible) or (ii) correcting defects in design or
                  construction of the Building; (b) costs incurred due to
                  violation by Landlord or its agents, employees or contractors
                  of the terms and conditions of any lease or any applicable
                  law, code or regulation; (c) depreciation or amortization of
                  the Building or any part thereof; (d) replacement or
                  contingency reserves; (e) ground lease rents or payments of
                  principal, interests or other charges in connection with any
                  other debt or equity obligations; (f) legal, other
                  professional fees and internal administrative expenses
                  relating to disputes or negotiations with tenants, leasing,
                  financing or other services not related to the normal
                  operation, maintenance, cleaning, repair and protection of the
                  Property; (g) brokerage fees and commissions and other
                  expenses incurred in connection with efforts to lease portions
                  of the Property; (h) the cost of special services rendered for
                  to Building tenants which are directly chargeable to such
                  tenants; (i) expenses incurred for the sole benefit of a
                  particular tenant; (j) Landlord's and Landlord agents' general
                  overhead not directly related to the operation or maintenance
                  of the Premises; (k) costs of alterations, additions,
                  installations and improvements made in connection with the
                  preparation of any portion of the Property for occupancy by a
                  new or existing tenant; (l) costs of expanding the rentable
                  area of the Building; (m) capital expenditures other than
                  those included in Operating Costs under the next paragraph of
                  this Section 4.2.3; (n) any expenses with respect to which
                  Landlord is entitled to reimbursement from insurance proceeds
                  or from a third party; (o) costs of investigating, testing,
                  evaluating or remediating hazardous materials on the Property
                  or the compliance of the Property with laws and regulations
                  governing or regulating hazardous materials, except to the
                  extent any such costs arise out of a breach of Tenant's
                  covenants specified in subsection 6.2.3, (p) costs of
                  complying with laws in effect prior to the Commencement Date,
                  including without limitation the Americans with Disabilities
                  Act of 1990, as amended; (q) sculptures, paintings and other
                  works of art; and (r) all expenses related to any cafeteria,
                  other than expenses of cleaning any common dining area and a
                  subsidy not exceeding $4,000 in any calendar year, and
                  compensation paid to employees or other persons in connection
                  with other commercial concessions operated by Landlord.

                  If during the term of this Lease, Landlord shall incur any
                  Operating Expenses that are properly characterized as any
                  capital expenditures according to generally acceptable
                  accounting practices, Operating Costs for each calendar year
                  in which and after such capital expenditure is made shall
                  include only the annual charge-off of such capital
                  expenditure. Such annual charge-off shall be determined by (i)
                  dividing the original cost of the capital expenditure by the
                  number of years of useful life of the item procured by such
                  capital expenditure, which useful life shall be reasonably
                  determined by Landlord in accordance with generally accepted
                  accounting principles and good building management practices
                  in effect at the time of acquisition of the capital item; and
                  (ii) adding to such quotient an interest factor computed on
                  the unamortized balance of such capital expenditure based upon
                  an interest rate 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.)

                  If during any portion of any year for which Operating Costs
                  are being computed, the Building was not fully occupied by
                  tenants or if Landlord was not supplying all tenants with the
                  services being supplied hereunder, the variable components of


                                     10
<PAGE>

                  Operating Costs incurred shall be reasonably extrapolated by
                  Landlord to the estimated Operating Costs that would have been
                  incurred if the Building were fully occupied by tenants and
                  such services were being supplied to all tenants, and such
                  extrapolated amount shall, for the purposes of this Section
                  4.2.3, be deemed to be the Operating Costs for such year.

         4.2.4    INSURANCE. Tenant shall, at its expense, take out and maintain
                  throughout the term the following insurance:

                  4.2.4.1  Comprehensive liability insurance covering Tenant and
                           naming Landlord and Landlord's managing agent and any
                           mortgagee of which Tenant has been given notice as
                           additional insureds and indemnifying the parties so
                           named against all claims and demands for death or any
                           injury to person or damage to property which may be
                           claimed to have occurred on the Premises (or the
                           Property, insofar as used by customers, employees,
                           servants or invitees of the Tenant), in amounts which
                           shall, at the beginning of the term, be at least
                           equal to the limits set forth in Section 1.1, and,
                           which, from time to time during the term, shall be
                           for such higher limits, if any, as are customarily
                           carried in the area in which the Premises are located
                           on property similar to the Premises and used for
                           similar purposes; and workmen's compensation
                           insurance with statutory limits covering all of
                           Tenant's employees working on the Premises.

                  4.2.4.2  Fire insurance with the usual extended coverage
                           endorsements covering all Tenants' furniture,
                           furnishings, trade fixtures, and equipment.

                  4.2.4.3  All such policies shall be obtained from responsible
                           companies qualified to do business and in good
                           standing in Massachusetts, which companies and the
                           amount of insurance allocated thereto shall be
                           subject to Landlord's reasonable approval. Tenant
                           agrees to furnish Landlord with certificates
                           evidencing all such insurance prior to the beginning
                           of the term hereof and evidencing renewal thereof at
                           least thirty (30) days prior to the expiration of any
                           such policy. Each such policy shall be non-cancelable
                           with respect to the interest of Landlord without at
                           least ten (10) days' prior written notice thereto. In
                           the event provision for any such insurance is to be
                           by a blanket insurance policy, the policy shall
                           allocate a specific and sufficient amount of coverage
                           to the Premises.

                  4.2.4.4  All insurance which is carried by either Landlord or
                           Tenant with respect to the Building, Premises or to
                           furniture, furnishings, fixtures, or equipment
                           therein or alterations or improvements thereto,
                           whether or not required, shall include provisions
                           which either designate the other party as one of the
                           insured or deny to the insurer acquisition by
                           subrogation of rights of recovery against the other
                           party to the extent such rights have been waived by
                           the insured party prior to occurrence of loss or
                           injury, insofar as, and to the extent that, such
                           provisions may be effective without making it
                           impossible to obtain insurance coverage from
                           responsible companies qualified to do business in the
                           state in which the Premises are located (even though
                           extra premium may result therefrom). In the event
                           that extra premium is payable by either party as a
                           result of this provision, the other party shall
                           reimburse the party paying such premium the amount of
                           such extra premium. If at the request of one party,
                           this non-subrogation provision is waived, then the
                           obligation of reimbursement shall cease for such
                           period of time as such waiver shall be effective, but
                           nothing contained in this subsection shall derogate
                           from or otherwise affect releases elsewhere herein
                           contained of either party for claims. Each party
                           shall be entitled to have certificates of any
                           policies containing such provisions. Each party
                           hereby waives all rights of recovery against the
                           other for loss or injury against which the waiving
                           party is protected by insurance containing said
                           provisions or is required under this Lease to be so
                           protected, reserving, however, any rights with
                           respect to any excess of loss or injury over the
                           amount recovered by such insurance.

                  4.2.5    UTILITIES. Tenant shall pay to Landlord, as
                           additional rent, all charges for electricity supplied
                           by Landlord to the Premises and separately check
                           metered (which shall include electricity for lights,
                           outlets and VAV boxes serving the Premises
                           exclusively) without any mark-up by Landlord, and
                           charges for telephone and other utilities or services
                           not supplied by Landlord pursuant to Subsections
                           5.1.1, 5.1.2, and 5.1.3 directly to the providers of
                           such utilities or services, whether designated as a
                           charge, tax, assessment, fee or otherwise, all such
                           charges to be paid as the same from time to time
                           become due. It is expressly understood and agreed by
                           Tenant that Tenant shall be solely responsible for
                           procuring the installation of all telephone services
                           to the Premises. For any period in which Tenant is
                           responsible for paying electrical charges, Landlord
                           shall furnish Tenant with a statement specifically
                           stating the number of kilowatt hours consumed by
                           Tenant for the period in question. Tenant shall have
                           the right, upon reasonable notice and during business
                           hours, to examine, at Landlord's office, within six
                           (6) months following the end of the calendar year in
                           question, Landlord's books and records relating to
                           the apportionment of electrical charges. Tenant shall
                           also have the right, from time to time and upon
                           reasonable notice to Landlord, to have access to the
                           electric meter servicing the Premises for the purpose
                           of confirming Tenant's level of consumption of
                           electricity. Except as otherwise provided in Article
                           5, it is understood and agreed that Tenant shall make
                           its own arrangements for the installation or
                           provision of all such utilities and that Landlord
                           shall be under no obligation to furnish any utilities
                           to the Premises and shall not be liable for any
                           interruption or failure in the supply of any such
                           utilities to the Premises.


                                     11
<PAGE>

4.3      LATE PAYMENT OF RENT. If any installment of rent is paid after the date
         the same was due, and if on a prior occasion in the twelve (12) month
         period prior to the date such installment was due an installment of
         rent was paid after the same was due, then Tenant shall pay Landlord a
         late payment fee equal to five (5%) percent of the overdue payment.

4.4      LETTER OF CREDIT. The performance of Tenant's obligations under this
         Lease shall be secured by a letter of credit throughout the term hereof
         in accordance with and subject to the following terms and conditions:

         4.4.1    AMOUNT OF LETTER OF CREDIT. (a) Concurrently with Tenant's
                  execution and delivery of this Lease, Tenant shall deliver to
                  Landlord an irrevocable standby letter of credit (the
                  "Original Letter of Credit") which shall be (i) in the form of
                  Exhibit G attached to this Lease (the "Form LC"), (ii) issued
                  by a bank reasonably satisfactory to Landlord upon which
                  presentment may be made in Boston, Massachusetts, (iii) in the
                  amount equal to the Letter of Credit Amount, and (iv) for a
                  term of at least 1 year, subject to the provisions of Section
                  4.4.2 below. The Original Letter of Credit, any Additional
                  Letters(s) of Credit and Substitute Letter(s) of Credit are
                  referred to herein as the "Letter of Credit."

                  (b) Tenant shall be entitled to reduce the Letter of Credit
                  Amount up to 2 times during the term, provided the following
                  conditions are satisfied at the time of each such reduction:

                           (x) At such time that Tenant has had a net income of
                           at least $3,000,000.00 during any 12-month period,
                           Tenant shall be permitted to reduce the Letter of
                           Credit Amount to an amount equal to the sum of nine
                           (9) TIMES the Monthly Fixed Rent Rate in effect at
                           the time of the reduction, provided that Tenant
                           delivers to Landlord a statement which has been
                           reviewed by auditors reporting such net income, and
                           provided, further, that Tenant has not received from
                           Landlord notice of a default under this Lease, which
                           default is continuing at the time of the reduction,
                           and provided further that at the time of the
                           reduction Tenant's cash and/or cash equivalents
                           exceed $20,000,000.00.

                           (y) In addition, if Tenant has had a net income of at
                           least $3,000,000.00 during a 12-month period
                           subsequent to the 12-month period on which the first
                           reduction was based, Tenant shall be permitted to
                           further reduce the Letter of Credit Amount to an
                           amount equal to the sum of six (6) TIMES the Monthly
                           Fixed Rent Rate in effect at the time of the
                           reduction, provided Tenant delivers to Landlord with
                           a statement which has been reviewed by auditors
                           reporting such net income, and provided further that
                           Tenant has not received from Landlord notice of a
                           default under this Lease, which default is continuing
                           at the time of the reduction, and provided, further,
                           that at the time of the reduction Tenant's cash
                           and/or cash equivalents exceed $20,000,000.00.

                  Tenant shall not be entitled to any other reductions in the
                  Letter of Credit Amount during the term of this Lease.


         4.4.2    RENEWAL OF LETTER OF CREDIT. Each Letter of Credit shall be
                  automatically renewable in accordance with the second to last
                  paragraph of the Form LC; provided however, that Tenant shall
                  be required to deliver to Landlord a new letter of credit (a
                  "Substitute Letter of Credit") satisfying the requirements for
                  the Original Letter of Credit under Section 4.4.1 on or before
                  the date 30 days prior to the expiration of the term of the
                  Letter of Credit then in effect, if the issuer of such Letter
                  of Credit gives notice of its election not to renew such
                  Letter of Credit for any additional period pursuant thereto.
                  Should any Letter of Credit contain a final expiration date,
                  in addition to a current expiration date, such final
                  expiration date shall be no earlier than 45 days following the
                  Expiration Date of this Lease.

         4.4.3    DRAWS TO CURE DEFAULTS. If Tenant shall fail to pay when due
                  any Fixed Rent, Additional Rent or other charges payable under
                  this Lease or shall fail to perform any of its obligations
                  under this Lease, and if any such failure continues after any
                  notice required under this Lease is given and the expiration
                  of all applicable cure periods, then Landlord shall have the
                  right, at any time thereafter to draw down from the Letter of
                  Credit the amount necessary to cure such default. In the event
                  of any such draw by the Landlord, Tenant shall, within 30 days
                  of written demand therefor, deliver to Landlord an additional
                  Letter of Credit ("Additional Letter of Credit") satisfying
                  the requirements for the Original Letter of Credit, except
                  that the amount of such Additional Letter of Credit shall be
                  the amount of such draw.

         4.4.4    DRAWS TO PAY DAMAGES. In addition, if (i) this Lease shall
                  have been terminated as a result of Tenant's default under
                  this Lease beyond the expiration of the applicable cure
                  period, and/or (ii) this Lease shall have been rejected in a
                  bankruptcy or other creditor-debtor proceeding, then Landlord
                  shall have the right at any time thereafter to draw down from
                  the Letter of Credit an amount sufficient to pay any and all
                  damages payable by Tenant on account of such termination or
                  rejection, as the case may be, pursuant to Article 8 hereof.
                  In the event of bankruptcy or other creditor-debtor proceeding
                  against Tenant, all proceeds of the Letter of Credit shall be
                  deemed to be applied first to the payment of rent and other
                  charges due Landlord for all periods prior to the filing of
                  such proceedings.

         4.4.5    DRAWS FOR FAILURE TO DELIVER SUBSTITUTE LETTER OF CREDIT. If
                  Tenant fails timely to deliver to Landlord a Substitute Letter
                  of Credit, then Landlord shall have the right, at any time
                  thereafter, without giving any further notice to Tenant, to
                  draw down the Letter of Credit and to hold the proceeds
                  thereof ("Security Proceeds") in a separate interest-bearing
                  bank account identified as holding Tenant's funds, which
                  proceeds may be withdrawn and applied by Landlord under the
                  same circumstances and for the same purposes as if the
                  Security Proceeds were a Letter of Credit. Upon any such
                  application of Security Proceeds by Landlord, Tenant shall,
                  within 30 days of written demand therefor, deliver to


                                     12
<PAGE>

                  Landlord an Additional Letter of Credit in the amount of
                  Security Proceeds so applied. Notwithstanding the foregoing,
                  at any time that Landlord is holding Security Proceeds as
                  aforesaid, Tenant may replace the Security Proceeds with a
                  Substitute Letter of Credit in the full amount of the
                  Security Proceeds.  Landlord shall promptly refund such
                  Security Proceeds to Tenant upon receipt of the Substitute
                  Letter of Credit.

         4.4.6    TRANSFERABILITY. Landlord shall be entitled to transfer its
                  beneficial interest under the Letter of Credit or any Security
                  Proceeds in connection with a transfer of Landlord's interest
                  in the Property, and the Letter of Credit shall specifically
                  state that it is transferable by Landlord, its successors and
                  assigns. Upon any transfer of Landlord's interest in the
                  Property, Landlord shall simultaneously transfer its interest
                  under the Letter of Credit and/or Security Proceeds to the
                  transferee of the Property. All costs and expenses incurred by
                  Landlord to effect such transfer shall be paid by Tenant upon
                  demand therefor.

         4.4.7    RETURN OF LETTER OF CREDIT AT END OF TERM. Within 45 days
                  after the expiration of the term, to the extent Landlord has
                  not previously drawn upon any Letter of Credit or Security
                  Proceeds held by Landlord, Landlord shall return the same to
                  Tenant provided that there is not at such time any continuing
                  default of any of Tenant's obligations under this Lease.


                                    ARTICLE 5

                              LANDLORD'S COVENANTS

5.1      AFFIRMATIVE COVENANTS.  Landlord covenants with Tenant:

         5.1.1    HEAT AND AIR-CONDITIONING. To furnish to the Premises heat and
                  air-conditioning (reserving the right, at any time, to change
                  energy or heat sources) sufficient to maintain the Premises at
                  comfortable temperatures (subject to all federal, state, and
                  local regulations relating to the provision of heat), during
                  the hours of 8:00 a.m. to 6:00 p.m. on Mondays through Fridays
                  and 8:00 a.m. to 1:00 p.m. on Saturdays, except for the
                  following holidays on which the Building is normally closed:
                  New Year's Day, Washington's Birthday, Patriot's Day, Memorial
                  Day, Independence Day, Labor Day, Columbus Day, Veteran's Day,
                  Thanksgiving, Christmas and Martin Luther King Day. If Tenant
                  requires heat and air-conditioning other than on the days that
                  the Building is normally open or during hours other than
                  listed above, Landlord shall furnish the same upon Tenant's
                  reasonable advance request therefor and Tenant shall pay
                  Landlord, as additional rent, Landlord's charges for such
                  after-hours heat or air-conditioning.

         5.1.2    ELECTRICITY. To furnish to the Premises, separately metered
                  and at the direct expense of Tenant as hereinabove provided,
                  reasonable electricity for Tenant's Permitted Uses. If Tenant
                  shall require electricity in excess of reasonable quantities
                  for Tenant's Permitted Uses and if (i) in Landlord's
                  reasonable judgment, Landlord's facilities are inadequate for
                  such excess requirements, or (ii) such excess use shall result
                  in an additional burden on the Building utilities systems and
                  additional cost to Landlord on account thereof, as the case
                  may be, (a) Tenant shall, upon demand, reimburse Landlord for
                  such additional cost, as aforesaid, or (b) Landlord, upon
                  Tenant's written request, and at the sole cost and expense of
                  Tenant, will furnish and install such additional wire,
                  conduits, feeders, switchboards and appurtenances as
                  reasonably may be required to supply such additional
                  requirements of Tenant (if electricity therefor is then
                  available to Landlord), provided that the same shall be
                  permitted by applicable laws and insurance regulations and
                  shall not cause permanent damage or injury to the Building or
                  cause or create a dangerous or hazardous condition or entail
                  excessive or unreasonable alterations or repairs.

         5.1.3    CLEANING; WATER. To provide cleaning to the Premises and
                  common areas of the Building in accordance with cleaning and
                  janitorial standards generally prevailing throughout the term
                  hereof in comparable office buildings within the municipality
                  in which the Building is located; and to furnish water for
                  ordinary cleaning, lavatory and toilet facilities.

         5.1.4    ELEVATOR; FIRE ALARM. To furnish passenger elevator service
                  (if any) from the lobby to the Premises and to provide a
                  freight elevator for use by all tenants during normal Building
                  hours; and to maintain fire alarm systems within the Building.

         5.1.5    REPAIRS. Except as otherwise expressly provided herein, to
                  perform such maintenance, repairs and replacements to the
                  roof, exterior walls, floor slabs and other structural
                  components of the Building, and to the Common Facilities and
                  the plumbing, electrical, mechanical, emergency, heating,
                  ventilating and air-conditioning and other systems and
                  equipment of the Building as may be necessary to keep them in
                  good repair and condition and in compliance with all
                  applicable laws, rules and regulations (exclusive of equipment
                  installed by Tenant and except for those repairs required to
                  be made by Tenant pursuant to Section 6.1.3 hereof and repairs
                  or replacements occasioned by any act or negligence of Tenant,
                  its servants, agents, customers, contractors, employees,
                  invitees, or licensees).

         5.1.6    LANDSCAPING. To provide landscaping, snow removal and grounds
                  maintenance services to the Property consistent with those
                  services provided by landlords of comparable office buildings
                  in the area.


                                     13
<PAGE>

         5.1.7    LANDLORD'S INSURANCE. To take out and maintain throughout the
                  term (i) all-risk casualty insurance in an amount equal to
                  100% of the replacement cost of the Building and the
                  improvements on the Property, and (ii) comprehensive general
                  liability insurance with respect to the Property in
                  commercially reasonable amounts, but in no event less than the
                  amounts specified in Section 1.1 of this Lease.

         5.2      INTERRUPTION. Landlord shall be under no responsibility or
                  liability for failure or interruption of any of the
                  above-described services, repairs or replacements caused by
                  breakage, accident, strikes, repairs, inability to obtain
                  supplies, labor or materials, or for any other causes beyond
                  the control of the Landlord, and in no event for any indirect
                  or consequential damages to Tenant; and failure or omission on
                  the part of the Landlord to furnish any of same for any of the
                  reasons set forth in this paragraph shall not be construed as
                  an eviction of Tenant, actual or constructive, nor entitle
                  Tenant to an abatement of rent, nor render the Landlord liable
                  in damages, nor release Tenant from prompt fulfillment of any
                  of its covenants under this Lease. However, in each instance
                  of interruption or failure, Landlord shall use diligence to
                  eliminate the cause thereof.

5.3      OUTSIDE SERVICES. In the event Tenant wishes to provide outside
         services for the Premises over and above those services to be provided
         by Landlord as set forth herein, Tenant shall first obtain the prior
         written approval of Landlord (which approval shall not be unreasonably
         withheld or delayed) for the installation and/or utilization of such
         services ("Outside services" shall include, but shall not be limited
         to, cleaning services, television, so-called "canned music" services,
         security services, catering services and the like.) In the event
         Landlord approves the installation and/or utilization of such services,
         such installation and utilization shall be at Tenant's sole cost, risk
         and expense.

5.4      LANDLORD'S REPRESENTATIONS. Landlord hereby represents and warrants to
         Tenant that (i) it has good title to the Premises and common areas of
         the Building and the Property in fee simple with no encumbrances
         thereon that would interfere with Tenant's rights hereunder; (ii) it
         has full right and authority to execute this Lease; (iii) this Lease
         does not conflict with any other agreement to which Landlord is bound;
         (iv) the Building and the Property are zoned to allow Tenant's use of
         the Premises for offices; and (v) the heating, ventilating and
         air-conditioning systems and the mechanical, electrical and plumbing,
         and all other Building systems are, as of the date of this Lease, in
         good working order and condition.

5.5      ON-SITE AMENITIES. Landlord shall provide fitness and shower facilities
         for Tenant's use during the normal Building hours specified above, and
         by card access for after hours use, and shall cause to be operated on
         the Property an on-site cafeteria in accordance with the terms and
         provisions of an operating agreement entered into between Landlord and
         the provider of such cafeteria services, it being expressly understood
         that said provider shall have the sole right to determine the hours of
         operation of the cafeteria pursuant to the terms of the aforesaid
         operating agreement. Tenant agrees to participate in any subsidy
         programs for the cafeteria that may be established from time to time.
         Tenant shall be obligated to pay the Tenant's Percentage of any such
         subsidy program, which shall be included as part of Operating Costs for
         the Building and which shall not to exceed $4,000.00 per month for the
         entire Building. In the event that a cafeteria is not operating on or
         before the Commencement Date, Landlord will arrange for a temporary
         food service, such as a catering truck or a temporary in-house
         facility, for Tenant's use until such time that the full service
         cafeteria is operating. Landlord agrees to complete the amenities
         center no later than one hundred twenty (120) days after the
         Commencement Date.


                                    ARTICLE 6

                          TENANT'S ADDITIONAL COVENANTS

6.1      AFFIRMATIVE COVENANTS. Tenant covenants at all times during the term
         and for such further time (prior or subsequent thereto) as Tenant
         occupies the Premises or any part thereof:

         6.1.1    PERFORM OBLIGATIONS. To perform promptly all of the
                  obligations of Tenant set forth in this Lease; and to pay when
                  due the Fixed Rent and Additional Rent and all charges, rates
                  and other sums which by the terms of this Lease are to be paid
                  by Tenant.

         6.1.2    USE. To use the Premises only for the Permitted Uses, and from
                  time to time to procure all licenses and permits necessary
                  therefor, at Tenant's sole expense. With respect to any
                  licenses or permits for which Tenant may apply relating to
                  Tenant's use of the Premises, pursuant to this subsection
                  6.1.2 or any other provision hereof, Tenant shall furnish
                  Landlord copies of applications therefor on or before their
                  submission to the governmental authority.

         6.1.3    REPAIR AND MAINTENANCE. To maintain the Premises in neat order
                  and condition and to perform all routine and ordinary repairs
                  to the Premises and to any plumbing, heating, electrical,
                  ventilating and air-conditioning systems located within the
                  Premises and installed by Tenant such as are necessary to keep
                  them in good working order, appearance and condition, as the
                  case may require, reasonable use and wear thereof and damage
                  by fire or by other casualty only excepted; to keep all glass
                  in windows and doors of the Premises (except glass in the
                  exterior walls of the Building) whole and in good condition
                  with glass of the same quality as that injured or broken; and
                  to make as and when needed as a result of misuse by, or
                  neglect or improper conduct of Tenant or Tenant's servants,
                  employees, agents, invitees or licensees or otherwise, all
                  repairs necessary, which repairs and replacements shall be in
                  quality and class equal to the original work. (Landlord, upon
                  default of Tenant beyond the expiration of the applicable
                  notice and cure periods


                                     14
<PAGE>

                  hereunder (except in an emergency), may elect, at the expense
                  of Tenant, to perform all such cleaning and maintenance and
                  to make any such repairs or to repair any damage or injury to
                  the Building or the Premises caused by moving property of
                  Tenant in or out of the Building, or by installation or
                  removal of furniture or other property, or by misuse by, or
                  neglect, or improper conduct of, Tenant or Tenant's servants,
                  employees, agents, contractors, customers, patrons, invitees,
                  or licensees.)

         6.1.4    COMPLIANCE WITH LAW. To make all repairs, alterations,
                  additions or replacements to the Premises required by any law
                  or ordinance or any order or regulation of any public
                  authority provided the same are triggered solely by virtue of
                  Tenant's unique and specific use of the Premises; to keep the
                  Premises equipped with all safety appliances so required; and
                  to comply with the orders and regulations of all governmental
                  authorities with respect to zoning, building, fire, health and
                  other codes, regulations, ordinances or laws applicable to
                  Tenant's unique and specific use of the Premises, except that
                  Tenant may defer compliance so long as the validity of any
                  such law, ordinance, order or regulations shall be contested
                  by Tenant in good faith and by appropriate legal proceedings,
                  if Tenant first gives Landlord appropriate assurance or
                  security against any loss, cost or expense on account thereof.

         6.1.5    INDEMNIFICATION. To save harmless, exonerate and indemnify
                  Landlord, its agents (including, without limitation,
                  Landlord's managing agent) and employees (such agents and
                  employees being referred to collectively as the "Landlord
                  Related Parties") from and against any and all claims,
                  liabilities or penalties asserted by or on behalf of any
                  person, firm, corporation or public authority on account of
                  injury, death, damage or loss to person or property in or upon
                  the Premises and the Property arising out of the use or
                  occupancy of the Premises by Tenant or by any person claiming
                  by, through or under Tenant (including, without limitation,
                  all patrons, employees and customers of Tenant), or arising
                  out of the installation, operation and/or repair of Tenant's
                  rooftop antenna, or arising out of any delivery to or service
                  supplied to the Premises, or on account of or based upon
                  anything whatsoever done on the Premises, except if the same
                  was caused by the negligence, fault or misconduct of Landlord
                  or the Landlord Related Parties. In respect of all of the
                  foregoing, Tenant shall indemnify Landlord and the Landlord
                  Related Parties from and against all costs, expenses
                  (including reasonable attorneys' fees), and liabilities
                  incurred in or in connection with any such claim, action or
                  proceeding brought thereon; and, in case of any action or
                  proceeding brought against Landlord or the Landlord Related
                  Parties by reason of any such claim, Tenant, upon notice from
                  Landlord and at Tenant's expense, shall resist or defend such
                  action or proceeding and employ counsel therefor reasonably
                  satisfactory to Landlord.

         6.1.6    LANDLORD'S RIGHT TO ENTER. To permit Landlord and its agents
                  to enter into and examine the Premises at reasonable times and
                  with reasonable prior notice (except in an emergency) and to
                  show the Premises, and to make repairs to the Premises, and,
                  during the last six (6) months prior to the expiration of this
                  Lease, to keep affixed in suitable places notices of
                  availability of the Premises.

         6.1.7    PERSONAL PROPERTY AT TENANT'S RISK. All of the furnishings,
                  fixtures, equipment, effects and personal property of every
                  kind, nature and description of Tenant and of all persons
                  claiming by, through or under Tenant which, during the
                  continuance of this Lease or any occupancy of the Premises by
                  Tenant or anyone claiming under Tenant, may be on the
                  Premises, shall be at the sole risk and hazard of Tenant and
                  if the whole or any part thereof shall be destroyed or damaged
                  by fire, water or otherwise, or by the leakage or bursting of
                  water pipes, steam pipes, or other pipes, by theft or from any
                  other cause, no part of said loss or damage is to be charged
                  to or to be borne by Landlord, except that Landlord shall in
                  no event be indemnified or held harmless or exonerated from
                  any liability to Tenant or to any other person, for any
                  injury, loss, damage or liability to the extent prohibited by
                  law, or to the extent caused by Landlord's negligence or
                  misconduct.

         6.1.8    PAYMENT OF LANDLORD'S COST OF ENFORCEMENT. To pay on demand
                  Landlord's expenses, including reasonable attorneys' fees,
                  incurred in successfully enforcing any obligation of Tenant
                  under this Lease or in curing any default by Tenant under this
                  Lease as provided in Section 8.4. Landlord shall pay Tenant on
                  demand Tenant's expenses, including reasonable attorney's
                  fees, incurred in successfully enforcing any obligation of
                  Landlord hereunder.

         6.1.9    YIELD UP. At the expiration of the term or earlier termination
                  of this Lease: to surrender all keys to the Premises; to
                  remove all of its trade fixtures and personal property in the
                  Premises; and to deliver to Landlord architectural plans
                  showing the Premises at yield up (which may be the initial
                  plans if Tenant has made no installations after the
                  Commencement Date); to remove such installations made by it as
                  Landlord may request (including computer and
                  telecommunications wiring and cabling, unless such wiring and
                  cabling is left in a useable condition, and all Tenant's signs
                  wherever located; to repair all damage caused by such removal
                  and to yield up the Premises (including all installations and
                  improvements made by Tenant except for trade fixtures and such
                  of said installations or improvements as Landlord shall
                  request Tenant to remove), broom-clean and in the same good
                  order and repair in which Tenant is obliged to keep and
                  maintain the Premises by the provisions of this Lease,
                  reasonable wear and tear and damage by casualty excepted.
                  Tenant, at the time of making any installation, may request in
                  writing Landlord's written permission to leave such
                  installation in the Premises at the expiration or earlier
                  termination of this Lease. Landlord shall, within ten (10)
                  days after receipt of Tenant's request, notify Tenant in
                  writing as to whether such installation may or may not remain
                  in the Premises at the expiration or earlier termination of
                  this Lease. If Landlord so notifies Tenant that such
                  installation may remain in the Premises at the expiration or
                  earlier termination of this Lease, Landlord shall thereafter
                  not be permitted to request or require that such installation
                  be removed, disassembled or otherwise modified at the
                  expiration or earlier termination of the Lease, or otherwise.
                  Any property not removed in accordance with the provisions of
                  this subsection shall be deemed abandoned and, if Landlord so
                  elects, deemed to be Landlord's property,


                                     15
<PAGE>

                  and may be retained or removed and disposed of by Landlord
                  in such manner as Landlord shall determine and Tenant shall
                  pay Landlord the entire cost and expense incurred by it in
                  effecting such removal and disposition and in making any
                  incidental repairs and replacements to the Premises and for
                  use and occupancy during the period after the expiration of
                  the term and prior to its performance of its obligations
                  under this subsection 6.1.9. Tenant shall further indemnify
                  Landlord against all loss, cost and damage resulting from
                  Tenant's failure and delay in surrendering the Premises as
                  above provided beyond thirty (30) days after the expiration
                  of the term.

                  If the Tenant remains in the Premises beyond the expiration or
                  earlier termination of this Lease, such holding over shall be
                  without right and shall not be deemed to create any tenancy,
                  but the Tenant shall be a tenant at sufferance only at a daily
                  rate of rent equal to two (2) times the rent and other charges
                  in effect under this Lease as of the day prior to the date of
                  expiration of this Lease.

         6.1.10   RULES AND REGULATIONS. To comply with the Rules and
                  Regulations set forth in Exhibit E, and with all reasonable
                  Rules and Regulations of general applicability to all tenants
                  of the Building hereafter made by Landlord, of which Tenant
                  has been given notice provided the same do not derogate from
                  Tenant's rights hereunder and further provided that Landlord
                  applies the same uniformly to all other tenants of the
                  Building. Landlord shall not be liable to Tenant for the
                  failure of other tenants of the Building to conform to such
                  Rules and Regulations.

         6.1.11   ESTOPPEL CERTIFICATE. Upon not less than fifteen (15) days'
                  prior written request by Landlord, to execute, acknowledge and
                  deliver to Landlord a statement in writing, in the form
                  attached hereto as Exhibit F, certifying all or any of the
                  following: that this Lease is unmodified and in full force and
                  effect and that Tenant has no defenses, offsets or
                  counterclaims against its obligations to pay the Fixed Rent
                  and Additional Rent and any other charges and to perform its
                  other covenants under this Lease (or, if there have been any
                  modifications, that the Lease is in full force and effect as
                  modified and stating the modifications and, if there are any
                  defenses, offsets or counterclaims, setting them forth in
                  reasonable detail), and the dates to which the Fixed Rent and
                  Additional Rent and other charges have been paid, whether or
                  not, to the best of Tenant's knowledge, Landlord is in default
                  in performance of any of the terms of this Lease, and such
                  further factual information with respect to the Lease or the
                  Premises as Landlord may reasonably request. Any such
                  statement delivered pursuant to this subsection 6.1.11 may be
                  relied upon by any prospective purchaser or mortgagee of the
                  Premises, or any prospective assignee of such mortgage. Tenant
                  shall also deliver to Landlord such publicly-known financial
                  information as may be reasonably required by Landlord to be
                  provided to any mortgagee or prospective purchaser of the
                  Premises. Landlord agrees to execute, acknowledge and deliver
                  to Tenant, upon not less than fifteen (15) days' prior written
                  request by Tenant, a similar written statement certifying any
                  or all of the items specified hereinabove.

6.2      NEGATIVE COVENANTS. Tenant covenants at all times during the term and
         such further time (prior or subsequent thereto) as Tenant occupies the
         Premises or any part thereof:

         6.2.1    ASSIGNMENT AND SUBLETTING. Not to assign, transfer, mortgage
                  or pledge this Lease or to sublease (which term shall be
                  deemed to include the granting of concessions and licenses and
                  the like) all or any part of the Premises or suffer or permit
                  this Lease or the leasehold estate hereby created or any other
                  rights arising under this Lease to be assigned, transferred or
                  encumbered, in whole or in part, whether voluntarily,
                  involuntarily or by operation of law, or permit the occupancy
                  of the Premises by anyone other than Tenant without the prior
                  written consent of Landlord. In the event Tenant desires to
                  assign this Lease or sublet any portion or all of the
                  Premises, Tenant shall notify Landlord in writing of Tenant's
                  intent to so assign this Lease or sublet the Premises and the
                  proposed effective date of such subletting or assignment, and
                  shall request in such notification that Landlord consent
                  thereto. Landlord may terminate this Lease in the case of a
                  proposed assignment, or suspend the application of this Lease
                  for the period and with respect to the space involved in the
                  case of a proposed subletting (in which case the Annual Fixed
                  Rent Rate, Monthly Fixed Rent Rate and Tenant's Percentage
                  shall be reduced in proportion to the reduction of the
                  Rentable Floor Area of Premises due to the removal of the
                  sublet premises) by giving written notice of termination or
                  suspension to Tenant, with such termination or suspension to
                  be effective as of the effective date of such assignment or
                  subletting. If Landlord does not so terminate or suspend,
                  Landlord's consent shall not be unreasonably withheld to an
                  assignment or to a subletting, provided that the assignee or
                  subtenant shall use the Premises only for the Permitted Uses.
                  Tenant shall, as Additional Rent, reimburse Landlord promptly
                  for Landlord's reasonable legal expenses incurred in
                  connection with any request by Tenant for such consent. If
                  Landlord consents thereto, no such subletting or assignment
                  shall in any way impair the continuing primary liability of
                  Tenant hereunder, and no consent to any subletting or
                  assignment in a particular instance shall be deemed to be a
                  waiver of the obligation to obtain the Landlord's written
                  approval in the case of any other subletting or assignment.
                  With respect to any assignment or subletting during the
                  original term or any Extended Term of this Lease, such
                  assignment shall not include the rights granted to Tenant
                  under Section 2.3 hereinabove to extend the term, and such
                  sublease shall be for a term expiring no later than the
                  Expiration Date. Notwithstanding anything to the contrary
                  contained herein, Landlord shall have no right during the
                  original term to terminate this Lease in the case of a
                  proposed subletting of 15,000 square feet of Premises or less,
                  so long as such subletting is not for the balance of the
                  original term.

                  If for any assignment or sublease consented to by Landlord
                  hereunder Tenant receives rent or other consideration
                  attributable to Tenant's interest under this Lease so assigned
                  or subleased, either initially or over the term of the
                  assignment or sublease, in excess of the rent called for
                  hereunder, or in case of sublease of part, in excess of such
                  rent fairly allocable to the part, after appropriate
                  adjustments to assure that all other payments called for
                  hereunder are appropriately taken into account and after
                  deduction for reasonable expenses of Tenant in connection with
                  the


                                     16
<PAGE>

                  assignment or sublease, including without limitation
                  brokerage commissions, alterations and improvements to the
                  Premises in connection with any such sublease amortized on a
                  straight-line basis over the term of the sublease in question,
                  and reasonable attorneys' fees, to pay to Landlord as
                  additional rent fifty (50%) percent of any such excess arising
                  from each such payment of rent or other consideration received
                  by Tenant promptly after its receipt.

                  Any other provision of this Lease notwithstanding, Tenant
                  shall have the right, without Landlord's prior consent,
                  without any right of Landlord to terminate this Lease and
                  without any obligation to pay any such excess rent or other
                  consideration to Landlord, to assign this Lease and to
                  sublease all or any portion of the Premises to any person or
                  business organization controlling, controlled by, or under
                  common control with Tenant (an "Affiliate"), or in connection
                  with the consolidation or merger of or into Tenant or the sale
                  of all or substantially all of Tenant's assets to another
                  entity (a "Permitted Transferee"), provided, however, in the
                  case of an assignment or sublease to an Affiliate, Tenant
                  remains primarily liable hereunder, and provided, further, in
                  respect of an assignment or sublease to a Permitted
                  Transferee, (i) the resulting entity has a net worth equal to
                  or greater than the net worth of Tenant immediately prior to
                  such transfer, (ii) provided further that proof reasonably
                  satisfactory to Landlord of such net worth is delivered to
                  Landlord within thirty (30) days after such transfer, and
                  (iii) such entity agrees in a written instrument to assume all
                  of the obligations of Tenant hereunder.

         6.2.2    NUISANCE. Not to injure, deface or otherwise harm the
                  Premises; nor commit any nuisance; nor permit in the Premises
                  any vending machine (except such as is used for the sale of
                  merchandise to employees of Tenant) or inflammable fluids or
                  chemicals (except such as are customarily used in connection
                  with standard office equipment); nor permit any cooking to
                  such extent as requires special exhaust venting; nor permit
                  the emission of any objectionable noise or odor; nor make,
                  allow or suffer any waste; nor make any use of the Premises
                  which is improper, offensive or contrary to any law or
                  ordinance or which will invalidate any of Landlord's
                  insurance; nor conduct any auction, fire, "going out of
                  business" or bankruptcy sales.

         6.2.3    HAZARDOUS WASTES AND MATERIALS. Not to dispose of any
                  hazardous wastes, hazardous materials or oil on the Premises
                  or the Property, or into any of the plumbing, sewage, or
                  drainage systems thereon (other than customary quantities of
                  ordinary office and cleaning supplies, which Tenant may
                  dispose of in accordance with all applicable laws), and to
                  indemnify and save Landlord harmless from all claims,
                  liability, loss or damage arising on account of the use or
                  disposal of hazardous wastes, hazardous materials or oil by
                  Tenant and its agents, including, without limitation,
                  liability under any federal, state, or local laws,
                  requirements and regulations, or damage to any of the
                  aforesaid systems. Tenant shall comply with all governmental
                  reporting requirements with respect to hazardous wastes,
                  hazardous materials and oil, and shall deliver to Landlord
                  copies of all reports filed with governmental authorities.

         6.2.4    FLOOR LOAD; HEAVY EQUIPMENT. Not to place a load upon any
                  floor of the Premises exceeding the floor load per square foot
                  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 heavy business machines and
                  equipment, including safes, which shall be placed so as to
                  distribute the weight. Business machines and mechanical
                  equipment which cause vibration or noise shall be placed and
                  maintained by Tenant at Tenant's expense in settings
                  sufficient to absorb and prevent vibration, noise and
                  annoyance. Tenant shall not move any safe, heavy machinery,
                  heavy equipment, freight or fixtures into or out of the
                  Premises except in such manner and at such time as Landlord
                  shall in each instance authorize.

         6.2.5    INSTALLATION, ALTERATIONS OR ADDITIONS. Not to make any
                  installations, alterations or additions in, to or on the
                  Premises nor to permit the making of any holes (other than by
                  small nails and screws for hanging pictures and the like) in
                  the walls, partitions, ceilings or floors nor the installation
                  or modification of any locks or security devices without on
                  each occasion obtaining the prior written consent of Landlord,
                  and then only pursuant to plans and specifications approved by
                  Landlord in advance in each instance (which consent and
                  approval, in the case of nonstructural interior installations
                  or alterations that do not impair the structural integrity of
                  the Building, reduce its value, or involve penetrations of the
                  roof or exterior walls, shall not be unreasonably withheld,
                  and which shall not be required for work costing in the
                  aggregate in any one instance not more than $5,000, provided,
                  in each instance Tenant shall furnish Landlord with as built
                  plans upon completion of such work); Tenant shall pay promptly
                  when due the entire cost of any work to the premises
                  undertaken by Tenant so that the Premises shall at all times
                  be free of liens for labor and materials, and at Landlord's
                  request Tenant shall furnish to Landlord a bond or other
                  security acceptable to Landlord assuring that any work
                  commenced by Tenant will be completed in accordance with the
                  plans and specifications theretofore approved by Landlord and
                  assuring that the Premises will remain free of any mechanics'
                  lien or other encumbrance arising out of such work. In any
                  event, Tenant shall forthwith bond against or discharge any
                  mechanics' liens or other encumbrances that may arise out of
                  such work. Tenant shall procure all necessary licenses and
                  permits at Tenant's sole expense before undertaking such work
                  and if necessary Landlord shall cooperate with Tenant in such
                  effort. All such work shall be done in a good and workmanlike
                  manner employing materials of good quality and so as to
                  conform with all applicable zoning, building, fire, health and
                  other codes, regulations, ordinances and laws. Tenant shall
                  save Landlord harmless and indemnified from all injury, loss,
                  claims or damage to any person or property occasioned by or
                  growing out of such work. Without waiver of any of the
                  foregoing provisions of this Section 6.2.5 relating to the
                  performance of work and approval of plans, Tenant shall be
                  permitted, at its sole expense, to install one antenna on the
                  roof of the Building. The size and location of the antenna
                  must be approved by Landlord, which approval shall not be
                  unreasonably withheld, delayed or conditioned.


                                     17
<PAGE>

                  Not to grant a security interest in, or to lease, any fixtures
                  being installed in the Premises (including demountable
                  partitions) without first obtaining an agreement, for the
                  benefit of Landlord, from the secured party or lessor that
                  such property will be removed within ten (10) business days
                  after notice from Landlord of the expiration or earlier
                  termination of this Lease and that a failure to so remove will
                  subject such property to the provisions of subsection 6.1.9 of
                  the Lease. Landlord hereby waives any lien rights which it may
                  otherwise have with respect to Tenant's personal property and
                  agrees that such property shall be exempt from execution,
                  foreclosure, sale, levy, attachment, or distress for any rent
                  due or to become due.

         6.2.6    ABANDONMENT. Not to abandon the Premises during the term.

         6.2.7    SIGNS. Not without Landlord's prior written approval (which
                  shall not be unreasonably withheld or delayed) to paint or
                  place any signs or place any curtains, blinds, shades,
                  awnings, aerials, or the like, visible from outside the
                  Premises. Tenant may place an identification sign on the east
                  facade of the Building at Tenant's expense, in conformance
                  with Landlord's sign policy and subject to Landlord's prior
                  approval (which shall not be unreasonably withheld or
                  delayed). Such sign shall be maintained in good repair by
                  Tenant and shall conform to all applicable requirements of
                  public authorities. Landlord agrees that any other tenant
                  signage on the Building shall not be larger than Tenant's
                  sign. If any tenant signage is provided on a pylon sign, then
                  Tenant will be allowed equal space on such pylon for its
                  identification signage.

         6.2.8    PARKING AND STORAGE. Not to permit any storage of materials
                  outside of the Premises; nor to permit the use of the parking
                  areas for either temporary or permanent storage of trucks; nor
                  permit the use of the Premises for any use for which heavy
                  trucking would be customary.


                                    ARTICLE 7

                               CASUALTY OR TAKING

7.1      TERMINATION. In the event that the Premises or the Building, or any
         material part thereof, shall be taken by any public authority or for
         any public use, or shall be substantially destroyed or damaged by fire
         or casualty to such a degree that repairs of such destruction or damage
         shall, in Landlord's reasonable opinion, take more than one hundred
         eighty (180) days, or by the action of any public authority, then this
         Lease may be terminated at the election of Landlord. If any portion of
         the Premises shall be so taken or if any such taking materially and
         adversely restricts Tenant's access to the Premises or materially
         reduces the number of parking spaces on the Property available for
         Tenant's use, this Lease may be terminated at the election of Tenant.
         Such election, which may be made notwithstanding the fact that
         Landlord's entire interest may have been divested, shall be made by the
         giving of notice by either Landlord or Tenant to the other within sixty
         (60) days after the date of the taking or casualty. In the event that
         the Premises are destroyed or damaged by fire or casualty, and, in the
         reasonable opinion of an independent architect or engineer selected by
         Landlord, cannot be repaired or restored within one hundred eighty
         (180) days from the date repair or restoration work would commence,
         then this Lease may be terminated at the election of Landlord or
         Tenant, which election shall be made by the giving of notice to the
         other party within thirty (30) days after the date the opinion of the
         architect or engineer is made available to the parties. Landlord shall
         endeavor to cause such opinion to be delivered to Tenant within thirty
         (30) days after any such fire or casualty.

7.2      RESTORATION. If neither Landlord nor Tenant elect to so terminate, this
         Lease shall continue in force and a just proportion of the rent
         reserved, according to the nature and extent of the damages sustained
         by the Premises, shall be suspended or abated from the date of such
         taking of casualty until the Premises, or what may remain thereof,
         shall be put by Landlord in proper condition for use, which Landlord
         covenants to do with reasonable diligence to the extent permitted by
         the net proceeds of insurance recovered or damages awarded for such
         taking, destruction or damage and subject to zoning and building laws
         or ordinances then in existence. "Net proceeds of insurance recovered
         or damages awarded" refers to the gross amount of such insurance or
         damages less the reasonable expenses of Landlord incurred in connection
         with the collection of the same, including without limitation, fees and
         expenses for legal and appraisal services. If Landlord shall not have
         restored the Premises within one hundred eighty (180) days from the
         taking or casualty, Tenant shall have the right to terminate this Lease
         by giving notice of such termination to Landlord, effective at the
         expiration of thirty (30) days from the giving of such notice; provided
         however, that such termination will be rendered ineffective if, prior
         to the expiration of said 30-day period, Landlord shall have completed
         such restoration.

7.3      AWARD. Irrespective of the form in which recovery may be had by law,
         all rights to damages or compensation shall belong to Landlord in all
         cases, except for awards made to Tenant for its personal property,
         fixtures and moving expenses. Except for such awards Tenant hereby
         grants to Landlord all of Tenant's rights to such damages and covenants
         to deliver such further assignments thereof as Landlord may from time
         to time request.

                                   ARTICLE 8


                                     18
<PAGE>

                                    DEFAULTS

8.1      EVENTS OF DEFAULT. (a) If Tenant shall default in the performance of
         any of its obligations to pay the Fixed Rent or Additional Rent
         hereunder, or fail to maintain the insurance specified in subsection
         4.2.4, and if such default or failure shall continue for ten (10) days
         after written notice from Landlord designating such default or if
         within thirty (30) days after written notice from Landlord to Tenant
         specifying any other default or defaults Tenant has not commenced
         diligently to correct the default or defaults so specified or has not
         thereafter diligently pursued such correction to completion, or (b) if
         any assignment shall be made by Tenant or any guarantor of Tenant for
         the benefit of creditors, or (c) if Tenant's leasehold interest shall
         be taken on execution, or (d) if a lien or other involuntary
         encumbrance is filed against Tenant's leasehold interest or Tenant's
         other property, including said leasehold interest, and is not
         discharged within thirty (30) days thereafter, or (e) if a petition is
         filed by Tenant or any guarantor of Tenant for liquidation, or for
         reorganization or an arrangement under any provision of any bankruptcy
         law or code as then in force and effect and such petition is not
         dismissed within (30) days thereafter, or (f) if an involuntary
         petition under any of the provisions of any bankruptcy law or code is
         filed against Tenant or any guarantor of Tenant and such involuntary
         petition is not dismissed within sixty (60) days thereafter, then, and
         in any of such cases, Landlord and the agents and servants of Landlord
         lawfully may, in addition to and not in derogation of any remedies for
         any preceding breach of covenant, immediately or at any time thereafter
         without demand or notice and with process of law enter into and upon
         the Premises or any part thereof in the name of the whole or mail a
         notice of termination addressed to Tenant, and repossess the same as of
         landlord's former estate and expel Tenant and those claiming through or
         under Tenant and remove its and their 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 prior breach of
         covenants, and upon such entry or mailing as aforesaid this Lease shall
         terminate, Tenant hereby waiving all statutory rights to the Premises
         (including without limitation rights of redemption, if any, to the
         extent such rights may be lawfully waived) and Landlord, without notice
         to Tenant, may store Tenant's effects, and those of any person claiming
         through or under Tenant, at the expense and risk of Tenant, and, if
         Landlord so elects, may sell such effects at public auction or private
         sale and apply the net proceeds to the payment of all sums due to
         Landlord from Tenant, if any, and pay over the balance, if any, to
         Tenant.

8.2      REMEDIES. In the event that this Lease is terminated under any of the
         provisions contained in Section 8.1 or shall be otherwise terminated
         for breach of any obligation of Tenant, Tenant covenants to pay
         punctually to Landlord all the sums and to perform all the obligations
         which Tenant covenants in this Lease to pay and to perform in the same
         manner and to the same extent and at the same time as if this Lease had
         not been terminated. In calculating the amounts to be paid by Tenant
         pursuant to the preceding sentence, Tenant shall be credited with the
         net proceeds of any rent obtained by Landlord by reletting the
         Premises, after deducting all Landlord's expense in connection with
         such reletting, including, without limitation, all repossession costs,
         brokerage commissions, fees for legal services and reasonably necessary
         expenses of preparing the Premises for such reletting, it being agreed
         by Tenant that Landlord may (i) relet the Premises or any part or parts
         thereof, 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 and may grant such concessions and
         free rent as Landlord in its sole judgment considers advisable or
         necessary to relet the same and (ii) make such alterations, repairs and
         decorations in the Premises as Landlord in its sole judgment considers
         advisable or necessary to relet the same, and no action of Landlord in
         accordance with the foregoing or failure to relet or to collect rent
         under reletting shall operate or be construed to release or reduce
         Tenant's liability as aforesaid. However, Landlord shall use its
         reasonable efforts to mitigate its damages hereunder. In lieu of full
         recovery by Landlord of the sums payable under the foregoing provisions
         of this Section 8.2 (except for the amount of any rent of any kind
         accrued and unpaid at the time of termination), Landlord may by written
         notice to Tenant, elect to recover, and Tenant shall thereupon pay
         forthwith to Landlord, as compensation, an amount equal to the
         discounted value (calculated using a discount factor equal to the then
         Prime Rate as published in the Wall Street Journal), the excess of the
         total rent reserved for the residue of the term over the rental value
         of the Premises for said residue of the term. In calculating the rent
         reserved there shall be included, in addition to the Fixed Rent and
         Additional Rent, the value of all other considerations agreed to be
         paid or performed by Tenant for said residue.

         In lieu of any other damages or indemnity and in lieu of full recovery
         by Landlord of all sums payable under all the foregoing provisions of
         this Section 8.2, Landlord may by written notice to Tenant, at any time
         after this Lease is terminated under any of the provisions contained in
         Section 8.1 or is otherwise terminated for breach of any obligation of
         Tenant and before such full recovery, elect to recover, and Tenant
         shall thereupon pay, as liquidated damages, an amount equal to the
         aggregate of the Fixed Rent and Additional Rent accrued in the twelve
         (12) months ended next prior to such termination plus the amount of
         rent of any kind accrued and unpaid at the time of termination and less
         the amount of any recovery by Landlord under the foregoing provisions
         of this Section 8.2 up to the time of payment of such liquidated
         damages. Nothing contained in this Lease shall, however, limit or
         prejudice the right of Landlord to prove for and obtain in proceedings
         for bankruptcy or insolvency by reason of the termination of this
         Lease, an amount equal to the maximum allowed by any statute or rule of
         law in effect at the time when, and governing the proceedings in which,
         the damages are to be proved, whether or not the amount be greater
         than, equal to, or less than the amount of the loss or damages referred
         to above.

8.3      REMEDIES CUMULATIVE. Except as otherwise provided herein, any and all
         rights and remedies which Landlord may have under this Lease, and at
         law and equity, shall be cumulative and shall not be deemed
         inconsistent with each other, and any two or more of all such rights
         and remedies may be exercised at the same time insofar as permitted by
         law.

8.4      LANDLORD'S RIGHT TO CURE DEFAULTS. Landlord may, but shall not be
         obligated to, cure, at any time in emergency situations and after the
         expiration of all applicable notice and grace periods hereunder in all
         other cases, any default by Tenant under this Lease; and whenever
         Landlord so elects, all costs and expenses incurred by Landlord,
         including reasonable attorneys' fees, in curing a default


                                      19
<PAGE>

         shall be paid, as Additional Rent, by Tenant to Landlord on demand,
         together with lawful interest thereon from the date of payment by
         Landlord to the date of payment by Tenant.

8.5      EFFECT OF WAIVERS OF DEFAULT. Any consent or permission by Landlord to
         any act or omission which otherwise would be a breach of any covenant
         or condition herein, shall not in any way be held or construed (unless
         expressly so declared) to operate so as to impair the continuing
         obligation of any covenant or condition herein, or otherwise, except as
         to the specific instance, operate to permit similar acts or omissions.

8.6      NO WAIVER, ETC. The failure of either Landlord or Tenant to seek
         redress for violation of, or to insist upon the strict performance of,
         any covenant or condition of this Lease by the other party shall not be
         deemed a waiver of such violation nor prevent a subsequent act, which
         would have originally constituted a violation, from having all the
         force and effect of an original violation. The receipt by Landlord of
         rent with knowledge of the breach of any covenant of this Lease shall
         not be deemed to have been a waiver of such breach by Landlord. No
         consent or waiver, express or implied, by either party to or of any
         breach of any agreement or duty shall be construed as a waiver or
         consent to or of any other breach of the same or any other agreement or
         duty.

8.7      NO ACCORD AND SATISFACTION. No acceptance by Landlord of a lesser sum
         than the Fixed Rent, Additional Rent or any other charge then due shall
         be deemed to be other than on account of the earliest installment of
         such rent or charge due, nor shall any endorsement or statement on any
         check or any letter accompanying any check or payment as rent or other
         charge be deemed an accord and satisfaction, and Landlord may accept
         such check or payment without prejudice to Landlord's right to recover
         the balance of such installment or pursue any other remedy in this
         Lease provided.

                                    ARTICLE 9

                           RIGHTS OF MORTGAGE HOLDERS

9.1      RIGHTS OF MORTGAGE HOLDERS. The word "mortgage" as used herein includes
         mortgages, deeds of trust or other similar instruments evidencing other
         voluntary liens or encumbrances, and modifications, consolidations,
         extensions, renewals, replacements and substitutes thereof. The word
         "holder" shall mean a mortgagee, and any subsequent holder or holders
         of a mortgage. Until the holder of a mortgage shall enter and take
         possession of the Property for the purpose of foreclosure, such holder
         shall have only such rights of Landlord as are necessary to preserve
         the integrity of this Lease as security. Upon entry and taking
         possession of the Property for the purpose of foreclosure, such holder
         shall have all the rights of Landlord. No such holder of a mortgage
         shall be liable either as mortgagee or as assignee, to perform, or be
         liable in damages for failure to perform, any of the obligations of
         Landlord unless and until such holder shall enter and take possession
         of the Property for the purpose of foreclosure. Upon entry for the
         purpose of foreclosure, such holder shall be liable to perform all of
         the obligations of Landlord, subject to and with the benefit of the
         provisions of Section 10.4, provided that a discontinuance of any
         foreclosure proceeding shall be deemed a conveyance under said
         provisions to the owner of the equity of the Property.

9.2      LEASE SUPERIOR OR SUBORDINATE TO MORTGAGES. It is agreed that the
         rights and interest of Tenant under this Lease shall be (i) subject or
         subordinate to any present or future mortgage or mortgages and to any
         and all advances to be made thereunder, and to the interest of the
         holder thereof in the Premises or any property of which the Premises
         are a part if Landlord shall elect by notice to Tenant to subject or
         subordinate the rights and interest of Tenant under this Lease to such
         mortgage or (ii) prior to any present or future mortgage or mortgages,
         if Landlord shall elect, by notice to Tenant, to give the rights and
         interest of Tenant under this Lease priority to such mortgage; in the
         event of either of such elections and upon notification by Landlord to
         that effect, the rights and interest of Tenant under this Lease should
         be deemed to be subordinate to, or have priority over, as the case may
         be, said mortgage or mortgages, irrespective of the time of execution
         or time of recording of any such mortgage or mortgages; provided,
         however, that no such subordination shall be effective unless Tenant
         has received an agreement (a "Non-Disturbance Agreement"), in
         recordable form, from each holder of any such mortgage and/or the
         lessor under any ground lease or superior lease under which Landlord
         derives its interest in the Premises that, in the event of that such
         holder or lessor (or their successor or assignees, including any
         purchaser at a foreclosure sale or the grantee under any deed in lieu
         of foreclosure) succeeds to Landlord's title to the Premises or
         interest under this Lease, such holder or lessor shall recognize
         Tenant's rights, not disturb Tenant's occupancy, and assume Landlord's
         obligations, under this Lease. Any Mortgage to which this Lease shall
         be subordinated may contain such terms, provisions and conditions as
         the holder deems usual or customary. Landlord agrees to obtain a
         so-called non-disturbance agreement for Tenant's benefit from its
         present lender on such lender's usual and customary form within sixty
         (60) days after the Date of this Lease.


                                     20
<PAGE>

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

10.1     NOTICES FROM ONE PARTY TO THE OTHER. All notices required or permitted
         hereunder shall be in writing and addressed, if to the Tenant, at the
         Original Notice Address of Tenant, with a copy to Testa, Hurwitz &
         Thibeault, LLP, 125 High Street, Boston, Massachusetts 02118,
         Attention: Real Estate Department, or such other address as Tenant
         shall have last designated by notice in writing to Landlord and, if to
         Landlord, at the Original Notice Address of Landlord or such other
         address as Landlord shall have last designated by notice in writing to
         Tenant. Any notice shall be deemed duly given three business days after
         being mailed to such address postage prepaid, by registered or
         certified mail, return receipt requested, or when delivered to such
         address by nationally recognized overnight courier service or by hand.

10.2     QUIET ENJOYMENT. Landlord agrees that upon Tenant's paying the rent and
         performing and observing the agreements, conditions and other
         provisions on its part to be performed and observed, Tenant shall and
         may peaceably and quietly have, hold and enjoy the Premises during the
         term hereof without any manner of hindrance or molestation from
         Landlord or anyone claiming under Landlord, subject, however, to the
         terms of this Lease.

10.3     LEASE NOT TO BE RECORDED. Tenant agrees that it will not record this
         Lease. Both parties shall, upon the request of either, execute and
         deliver a notice or short form of this Lease in such form, if any, as
         may be permitted by applicable statute.

10.4     LIMITATION OF LANDLORD'S LIABILITY. The term "Landlord" as used in this
         Lease, so far as covenants or obligations to be performed by Landlord
         are concerned, shall be limited to mean and include only the owner or
         owners at the time in question of the Property, and in the event of any
         transfer or transfers of title to said property, the Landlord (and in
         case of any subsequent transfers or conveyances, the then grantor)
         shall be concurrently freed and relieved from and after the date of
         such transfer or conveyance, without any further instrument or
         agreement of all liability as respects the performance of any covenants
         or obligations on the part of the Landlord contained in this Lease
         thereafter to be performed, it being intended hereby that the covenants
         and obligations contained in this Lease on the part of Landlord, shall,
         subject as aforesaid, be binding on the Landlord, its successors and
         assigns, only during and in respect of their respective successive
         periods of ownership of said leasehold interest or fee, as the case may
         be. Tenant, its successors and assigns, shall not assert nor seek to
         enforce any claim for breach of this Lease against any of Landlord's
         assets other than Landlord's interest in the Property and in the rents,
         issues and profits thereof and any proceeds of insurance related to the
         Property, and Tenant agrees to look solely to such interest for the
         satisfaction of any liability or claim against Landlord under this
         Lease, it being specifically agreed that in no event whatsoever shall
         Landlord (which term shall include, without limitation, any general or
         limited partner, trustees, beneficiaries, officers, directors, or
         stockholders of Landlord) ever be personally liable for any such
         liability.

10.5     ACTS OF GOD. In any case where either party hereto is required to do
         any act, delays caused by or resulting from Acts of God, war, civil
         commotion, fire, flood or other casualty, labor difficulties, shortages
         of labor, materials or equipment, government regulations, unusually
         severe weather, or other causes beyond such party's reasonable control
         shall not be counted in determining the time during which work shall be
         completed, whether such time be designated by a fixed date, a fixed
         time or a "reasonable time," and such time shall be deemed to be
         extended by the period of such delay.

10.6     LANDLORD'S DEFAULT. Landlord shall not be deemed to be in default in
         the performance of any of its obligations hereunder unless it shall
         fail to perform such obligations and such failure shall continue for a
         period of thirty (30) days or such additional time as is reasonably
         required to correct any such default after written notice has been
         given by Tenant to Landlord specifying the nature of Landlord's alleged
         default. Landlord shall not be liable in any event for incidental or
         consequential damages to Tenant by reason of Landlord's default,
         whether or not notice is given.

10.7     BROKERAGE. Tenant warrants and represents that it has dealt with no
         broker in connection with the consummation of this Lease, other than
         McCall & Almy, CB Richard Ellis and Nordblom Company, and in the event
         of any brokerage claims, other than by Nordblom Company or McCall &
         Almy, or CB Richard Ellis, against Landlord predicated upon prior
         dealings with Tenant, Tenant agrees to defend the same and indemnify
         and hold Landlord harmless against any such claim. Landlord warrants
         and represents that it has dealt with no broker in connection with the
         consummation of this Lease, other than McCall & Almy, CB Richard Ellis
         and Nordblom Company, and in the event of any brokerage claims, other
         than by Nordblom Company, McCall & Almy, or CB Richard Ellis, against
         Tenant predicated upon prior dealings with Landlord, Landlord agrees to
         defend the same and indemnify and hold Tenant harmless against any such
         claim.

10.8     APPLICABLE LAW AND CONSTRUCTION. This Lease shall be governed by and
         construed in accordance with the laws of the Commonwealth of
         Massachusetts and, if any provisions of this Lease shall to any extent
         be invalid, the remainder of this Lease shall not be affected thereby.
         There are no oral or written agreements between Landlord and Tenant
         affecting this Lease. This Lease may be amended, and the provisions
         hereof may be waived or modified, only by instruments in writing
         executed by Landlord and Tenant. The titles of the several Articles and
         Sections contained herein are for convenience only and shall not be
         considered in construing this Lease. Unless repugnant to the context,
         the words "Landlord" and "Tenant" appearing in this Lease shall be
         construed to mean those named above and their respective heirs,
         executors, administrators, successors and assigns, and those claiming
         through or under them respectively. If there be more than one tenant,
         the obligations imposed by this Lease upon Tenant shall be joint and
         several.


                                     21
<PAGE>

10.9     RIGHT OF FIRST OFFER. If additional space (the "RFO Space") on the
         first floor of the Building becomes available at any time during the
         original term of this Lease, prior to marketing such space, other than
         to the then tenant thereof, Landlord shall first offer to Tenant the
         opportunity to lease such space by written notice to Tenant, provided
         that the initial Tenant named herein, or an Affiliate or a Permitted
         Transferee occupies the Premises and is not in default beyond any
         applicable grace period at such time and has not previously been in
         monetary default of its obligations under this Lease beyond any
         applicable grace period during the two (2) years prior to the date on
         which Landlord offers the RFO Space to Tenant. The offering terms shall
         be the same as Landlord would offer to the general market, except that
         (i) the term in respect of the RFO Space shall be for seven (7) years,
         and (ii) the Annual Fixed Rent Rate in respect of the RFO Space shall
         be the market rate, which shall be determined in the manner set forth
         in Section 2.3 of this Lease and which shall not be less than the
         Annual Fixed Rent Rate in effect for the original Premises prior to the
         commencement date for the RFO Space.

         Tenant shall have twenty (20) days from its receipt of such offer to
         accept or reject such offer. If Tenant rejects such offer, Landlord
         will then be free to offer such space to the general market. If Tenant
         accepts such offer, Tenant shall either accept Landlord's designation
         of the market rate for the RFO Space or propose its designation of the
         market rate by giving notice thereof to Landlord concurrently with
         Tenant's notice of acceptance of the offer for the RFO Space. If Tenant
         proposes its designation of the market rate, then Landlord and Tenant
         shall attempt to agree upon a market rate. If the parties are unable to
         reach agreement within thirty (30) days following Tenant's designation,
         then the market rate shall be submitted to arbitration by either party
         in the manner set forth in the 3rd paragraph of Section 2.3 of the
         Lease. For the purposes of this Section 10.9, all references in Section
         2.3 to the "Extended Term" shall be deemed to mean the term in respect
         of the RFO Space, or the extension of the term for the original
         Premises, as the case may be.

         Once the parties have agreed on the Annual Fixed Rent Rate for the RFO
         Space, Landlord and Tenant shall both negotiate in good faith an
         amendment to this Lease with respect to such space, acceptable to both
         parties, which amendment shall include, among other things, a provision
         whereby the original term of this Lease is extended by the number of
         years necessary to make the original term coterminous with the term for
         the RFO Space. The Annual Fixed Rent Rate for the original Premises
         during any such extension of the term of this Lease shall be the market
         rate for such original Premises, which shall be determined in the
         manner set forth in said Section 2.3 as if such extension were for an
         Extended Term. It is expressly understood and agreed that the second
         paragraph of said Section 2.3 shall have no force or effect nor
         applicability to the RFO Space and any extension of the term for the
         original Premises.

         WITNESS the execution hereof under seal on the day and year first above
         written:
                                      Landlord:

                            10 PRESIDENTIAL WAY ASSOCIATES, LLC

                            By: Nordic Holdings II LLC, its sole Manager

                            By: /s/ PETER C. NORDBLOM
                                ------------------------------------------
                            Peter C. Nordblom, its manager


                            By: /s/ OGDEN HUNNEWELL
                                ------------------------------------------
                            Ogden Hunnewell, its manager


                            Tenant:

                            OAK TECHNOLOGY, INC.

                            By: /s/ JOHN S. EDMUNDS
                                ------------------------------------------
                            John S. Edmunds, Vice President Finance and CFO

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