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                                                                    EXHIBIT 10.9

                             KEEP YOUR DAY JOB, LLC
                          INDUSTRIAL MULTI-TENANT LEASE


1.      BASIC PROVISIONS ("Basic Provisions").

        1.1 Parties: This Lease ("Lease") dated _____________, 2000, is made by
and between KEEP YOUR DAY JOB, LLC, a Delaware limited liability company,
("Landlord") and SMARTERKIDS.COM, a Delaware corporation ("Tenant")
(collectively the "Parties," or individually a "Party").

        1.2 Premises: A portion consisting of 139,500 square feet,, outlined on
Exhibit A attached hereto ("Premises"), of the building ("Building") being
constructed and located at 145 Plymouth Street, in the City of Mansfield,
Commonwealth of Massachusetts. The Building is located in the industrial center
commonly known as Cabot Business Park. Tenant shall have non-exclusive rights to
the Common Areas (as defined in Paragraph 2.3 below), but shall not have any
rights to the roof, exterior walls or utility raceways of the Building or to any
other buildings in the Industrial Center. The Premises, the Building, the Common
Areas, the land upon which they are located and all other buildings and
improvements thereon are herein collectively referred to as the "Industrial
Center."

        1.3 Term: Five (5) years and zero (0) months ("Term") commencing on the
Commencement Date, as set forth in the Commencement Date Addendum annexed hereto
and made a part hereof ("Commencement Date"), and ending on the lst day of the
month on which the fifth anniversary of the Commencement Date shall occur
("Expiration Date").

        1.4 Base Rent: $5.45 per square foot per annum, $760,275.00 per annum,
payable in equal installments of $63,356.25 per month ("Base Rent").
$___________ payable on execution of this Lease for period _______________.

        1.5 Tenant's Share of Operating Expenses ("Tenant's Share"):

                (a)     Industrial Center   4%

                (b)     Building           75%

        1.6 Tenant's Estimated Monthly Rent Payment: Following is the estimated
monthly Rent payment to Landlord pursuant to the provisions of this Lease. This
estimate is made at the inception of the Lease and is subject to adjustment
pursuant to the provisions of this Lease:

                (a)      Base Rent (Paragraph 4.1)                  $63,356.25
                (b)      Operating Expenses (Paragraph 4.2;
                         excluding Real Property Taxes,
                         Landlord Insurance                         $ 4,650.00
                (c)      Landlord Insurance (Paragraph 8.3)         $   348.75
                (d)      Real Property Taxes (Paragraph 10)         $ 7,323.75


                         Estimated Monthly Payment                  $75,678.75

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         1.7 Security Deposit: $850,000.00 ("Security Deposit") as of the date
hereof and through June 30, 2000, and as of July 1, 2000, $500,000.00, subject
to the provisions set forth in Section 5 below.

         1.8 Permitted Use ("Permitted Use") Warehouse and distribution use,
with office use(not to exceed 10% of the square footage of the Premises), as
necessary and incidental to such warehouse and distribution use.

         1.9 Guarantor:        None

         1.10 Addenda and Exhibits: Attached hereto are the following Addenda
and Exhibits, all of which constitute a part of this Lease:

                  (a)    Addenda:
                         Landlord's Remedies in Event of Tenant Default
                          Option to Extend
                         Early Possession and Inducement Recapture
                          Commencement Date Addendum
                  (b)    Exhibits:Exhibit A:  Diagram of Premises.
                         Exhibit A-1:  Legal Description of Lot
                         Exhibit B: Commencement Date Certificate.
                         Exhibit C: Tenant Move-In and Lease Renewal
                                    Environmental Questionnaire for Commercial
                                    and Industrial Properties.
                         Exhibit D: Tenant Move-Out and Lease Renewal
                                    Environmental Questionnaire for Commercial
                                    and Industrial Properties.
                         Exhibit E: Form of Estoppel Certificate.

         1.11 Address for Rent Payments: All amounts payable by Tenant to
Landlord shall until further notice from Landlord be paid to Landlord at the
following address:

                            c/o National Development
                             2310 Washington Street
                           Newton, Massachusetts 02462

2.       PREMISES, PARKING AND COMMON AREAS.

         2.1 Letting. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the Premises upon all of the terms, covenants and conditions set
forth in this Lease. Any statement of square footage set forth in this Lease or
that may have been used in calculating Base Rent and/or Operating Expenses is an
approximation which Landlord and Tenant agree is reasonable and the Base Rent
and Tenant's Share based thereon is not subject to revision whether or not the
actual square footage is more or less, except that Tenant's Share may be
adjusted to reflect changes in square footage of the Common Areas pursuant to
Section 2.5(d) below. The Premises are on a lot accessible directly from a
public way and shall be accessible to Tenant twenty-four hours per day, seven
days per week, subject to events beyond Landlord's control and subject to the
Rules and Regulations of the Building and Industrial Center, as provided for
herein.

         2.2 Common Areas - Definition. "Common Areas" are all areas and
facilities outside the Premises and within the exterior boundary line of the
Industrial Center and interior utility raceways within the Premises that are
provided and designated by the Landlord

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from time to time for the general non-exclusive use of Landlord, Tenant and
other tenants of the Industrial Center and their respective employees,
suppliers, shippers, tenants, contractors and invitees.

         2.3 Common Areas - Tenant's Rights. Landlord hereby grants to Tenant,
for the benefit of Tenant and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the non-exclusive right
to use, in common with others entitled to such use, the Common Areas at the
Building and on the lot on which the Building is located, which lot is described
on Exhibit A-1 attached hereto and made a part hereof as they exist from time to
time, subject to any rights, powers, and privileges reserved by Landlord under
the terms hereof or under the terms of any rules and regulations or covenants,
conditions and restrictions governing the use of the Industrial Center.

         2.4 Common Areas - Rules and Regulations. Landlord shall have the
exclusive control and management of the Common Areas and shall have the right,
from time to time, to establish, modify, amend and enforce reasonable Rules and
Regulations with respect thereto in accordance with Paragraph 16.19.

         2.5 Common Area Changes. Landlord shall have the right, in Landlord's
sole discretion, from time to time:

                  (a) To make changes to the Common Areas, including, without
limitation, changes in the locations, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways,
provided that Landlord shall use reasonable efforts to minimize any adverse
effect upon Tenant's use of and access to and from the Premises, subject to the
provisions of Section 2.1;

                  (b) To close temporarily any of the Common Areas for
maintenance purposes so long as reasonable access to and use of the Premises
remains available;

                  (c) To designate other land outside the boundaries of the
Industrial Center to be a part of the Common Areas;

                  (d) To add additional buildings and improvements to the Common
Areas, provided that Tenant's Share shall be adjusted if applicable to reflect
any additional rentable square footage in the Building and/or Industrial Center;

                  (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Industrial Center, or any portion
thereof; and

                  (f) To do and perform such other acts and make such other
changes in, to or with respect to the Common Areas and Industrial Center as
Landlord may, in the exercise of sound business judgment, deem to be
appropriate.

                  2.6 Parking. Tenant shall be entitled to use one hundred
thirty-nine (139) parking spaces, one hundred and five (105) of which shall be
located in parking areas within Common Areas, and the remainder of which shall
be created by Landlord within the area within the Common Areas which would
otherwise be Tenant's loading area, at no extra cost to Tenant. All parking
spaces which Tenant is permitted to use pursuant to this Section shall be on an
unreserved, first-come, first-serve basis. Tenant shall, and shall cause its
employees to, comply with all reasonable rules and regulations imposed from time
to time by Landlord with respect to the such parking in accordance with
Paragraph 16.19. Furthermore, Tenant shall

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indemnify and hold Landlord harmless from and against all loss, cost, damage or
expense arising out of the use by Tenant and its employees and invitees arising
from the use of such parking spaces, unless any such loss, cost, damage or
expense is due to the gross negligence or willful misconduct of Landlord, its
agents, employees or contractors.

3.       TERM.

         3.1 Term. The Commencement Date, Expiration Date and Term of this Lease
are as specified in Paragraph 1.3.

         3.2 Delay in Possession. If for any reason Landlord cannot deliver
possession of the Premises to Tenant by the Commencement Date, Landlord shall
not be subject to any liability therefor, nor shall such failure affect the
validity of this Lease or the obligations of Tenant hereunder. In such case,
Tenant shall not, except as otherwise provided herein, be obligated to pay Rent
or perform any other obligation of Tenant under the terms of this Lease until
Landlord delivers possession of the Premises to Tenant

                  3.3 Preparation of the Premises. Landlord shall exercise all
reasonable efforts to complete the work specified on the plans and
specifications prepared by Newbury Design Associates and dated March 21, 2000
Revision 1 (the "Plans") by May 15, 2000, respecting the construction of
approximately 4,000 square feet of office space (the "Office Space") within the
Premises, and which shall also include warehouse lighting and power distribution
(the "Warehouse Space") (such work to be performed by Landlord respecting the
Office Space and the Warehouse Space are hereinafter collectively referred to as
"Landlord's Work"), but Tenant shall have no claim against Landlord for failure
so to complete Landlord's Work except the right to terminate this Lease in
accordance with Section 3.2 above. Tenant agrees that Landlord may make any
changes in Landlord's Work, upon prior written notice to Tenant for
insubstantial changes and with the approval of Tenant (which approval may be
withheld in Tenant's sole discretion) for substantial changes. Landlord shall
provide Tenant with an allowance ("Landlord's Contribution") of up to a maximum
total amount of $230,000 for the performance of Landlord's Work not more than
$130,000 of which shall be for construction of the Office Space, and not more
than $100,000 of which shall be for work related to the Warehouse Space, and
Tenant shall not be liable for any cost of Landlord's Work to the extent that
the total cost thereof is less than or equal to Landlord's Contribution.
Landlord's contractor shall provide Tenant with an "open book" estimate of the
cost of Landlord's Work. To the extent that the cost of Landlord's Work exceeds
Landlord's Contribution, or to the extent that work related to the Office Space
or the Warehouse Space exceeds the amounts of Landlord's Contribution allocated
to the Office Space or Warehouse Space, as the case may be, Tenant shall pay the
cost of such excess within thirty (30) days of Landlord's notice to Tenant of
such excess cost, which notice shall be accompanied with copies of invoices
respecting such additional costs, and a certification from Landlord's architect
that the Landlord's Work has been completed substantially in accordance with the
Plans. For purposes of this Section, "cost" shall be the actual cost to Landlord
of performing Landlord's Work including, without limitation, all architectural
and engineering fees and expenses and all contractor charges for the cost of
work and materials, profit, general conditions and overhead and supervision and
all filing fees and other permitting costs. Tenant shall, if requested by
Landlord, execute an agreement (the "Excess Cost Agreement") confirming
Landlord's estimate of such excess costs, and Tenant's obligation therefor,
prior to the time Landlord shall be required to commence Landlord's Work. In
addition to the specifications set forth in the Plans, Landlord

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shall at its sole cost and expense (and not to be applied against Landlord
Contribution) provide one (1) additional coat of curing compound to the floor
within the Office Space. Landlord agrees to complete Landlord's Work in
compliance with the Americans with Disabilities Act, and to deliver the
Warehouse Space and the Office Space with all mechanical systems in good working
order. Tenant shall be conclusively deemed to have accepted Landlord's Work
unless, within sixty (60) days after the Commencement Date, Tenant gives
Landlord written notice setting forth in detail those portions of Landlord's
Work which Tenant does not accept, except for any defects which could not have
reasonably been observed, despite reasonable investigation, prior to the
sixtieth (60th) calendar day after the Commencement Date ("Latent Defects").
With respect to Latent Defects, Tenant may give written notice not later than
the date which is six (6) months after the Commencement Date. Landlord shall
correct either of the above referenced types of defects of which Landlord
received such notice from Tenant, promptly following Landlord's receipt of such
notice, except to the extent that shall dispute the accuracy of Tenant's
characterization of such work as defective.

                  3.4 Condition of the Premises.Other than the Office Space and
the Warehouse Space as the same are to be altered by Landlord's Work, Tenant
accepts the Premises in "as is" condition without representation or warranty by
Landlord.

                  3.5 Commencement Date Certificate. At the request of Landlord,
Tenant shall execute and deliver to Landlord a completed certificate
("Commencement Date Certificate") in the form attached hereto as Exhibit B.

                  3.6 Compliance with Laws. The Building and parking areas shall
be constructed to comply with all applicable material laws, codes, rules and
ordinances.

4.       RENT.

         4.1 Base Rent. Tenant shall pay to Landlord Base Rent and other
monetary obligations of Tenant to Landlord under the terms of this Lease (such
other monetary obligations are herein referred to as "Additional Rent") in
lawful money of the United States, without offset or deduction, except as
specifically permitted hereunder, in advance on or before the first day of each
month. Base Rent and Additional Rent for any period during the term hereof which
is for less than one full month shall be prorated based upon the actual number
of days of the month involved. Payment of Base Rent and Additional Rent shall be
made to Landlord at its address stated herein or to such other persons or at
such other addresses as Landlord may from time to time designate in writing to
Tenant. Base Rent and Additional Rent are collectively referred to as "Rent".
All monetary obligations of Tenant to Landlord under the terms of this Lease are
deemed to be Rent.

         4.2 Operating Expenses. Tenant shall pay to Landlord on the first day
of each month during the term hereof, in addition to the Base Rent, Tenant's
Share of all Operating Expenses in accordance with the following provisions:

                  (a) "Operating Expenses" are all costs incurred by Landlord
relating to the maintenance, repair and operation of the Industrial Center,
Building and Premises including, but not limited to, the following:

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                           (i) The operation, repair, maintenance and
replacement in neat, clean, good order and condition of the Common Areas,
including parking areas, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, driveways, landscaped areas, striping, bumpers,
irrigation systems, drainage systems, lighting facilities, fences and gates,
exterior signs and tenant directories.

                           (ii)  Water, gas, electricity, telephone and other
utilities servicing the Common Areas.

                           (iii) Trash disposal, janitorial services, snow
removal, property management and security services.

                           (iv)  Real Property Taxes.

                           (v) Premiums for the insurance policies maintained by
Landlord under Paragraph 8 hereof.

                           (vi) Environmental monitoring and insurance programs.

                           (vii) Amortization (with interest at a commercially
reasonable rate) over the useful life of the applicable item of any capital
expenditure which is (a) made to comply with any law, rule, regulation, order,
or ordinance with which the Premises had not been required to comply prior to
the Commencement Date or with any amendment or change in interpretation by
appropriate regulatory authority of any such law, rule, regulation, order or
ordinance after the date of this Lease, (b) made to protect the health and
safety of the occupants of the Industrial Center or Building, as applicable, (c)
made to replace worn out or obsolete items or to keep the Premises in the
condition the Premises was in as of the Commencement Date, reasonable wear and
tear excepted, or (d) designed to reduce other Operating Expenses over the
useful life of the item installed by at least the amount of the expenditure.

                           (viii) Maintenance of the Building including, but not
limited to, painting, caulking and repair and replacement of Building
components, including, but not limited to, roof, elevators and fire detection
and sprinkler systems, subject however to the amortization requirement above, if
the expenditure is for a capital item.

                           (ix) Management fees in an amount not to exceed four
(4%) percent of the gross receipts from the Building.

                  (b) Tenant's Share of Operating Expenses that are not
specifically attributed to the Premises or Building ("Common Area Operating
Expenses") shall be that percentage shown in Paragraph 1.5(a). Tenant's Share of
Operating Expenses that are attributable to the Building ("Building Operating
Expenses") shall be that percentage shown in Paragraph 1.5(b). Landlord in its
reasonable discretion, consistently applied, shall determine which Operating
Expenses are Common Area Operating Expenses, Building Operating Expenses or
expenses to be entirely borne by Tenant.

                  (c) The inclusion of the improvements, facilities and services
set forth in Subparagraph 4.2(a) shall not be deemed to impose any obligation
upon Landlord to either have said improvements or facilities or to provide those
services unless required by this Lease.

                  (d) Tenant shall pay monthly in advance on the same day as the
Base Rent is due Tenant's Share of estimated Operating Expenses costs in the
amount set forth in Paragraph 1.6. Landlord shall deliver to Tenant within 90
days after the expiration of each calendar year a

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reasonably detailed statement showing Tenant's Share of the actual Operating
Expenses incurred during the preceding year. If Tenant's estimated payments
under this Paragraph 4(d) during the preceding year exceed Tenant's Share as
indicated on said statement, Tenant shall be credited the amount of such
overpayment against Tenant's Share of Operating Expenses next becoming due. If
Tenant's estimated payments under this Paragraph 4.2(d) during said preceding
year were less than Tenant's Share as indicated on said statement, Tenant shall
pay to Landlord the amount of the deficiency within 10 days after delivery by
Landlord to tenant of said statement. At any time Landlord may adjust the amount
of the estimated Tenant's Share of Operating Expenses to reflect Landlord's
estimate of such expenses for the year.

                  (e) The following costs and expenses shall not be included in
Operating Expenses:

                  (i) costs of alterations of any tenant's premises for a
particular tenant other than Tenant;

                  (ii) the portion of any costs incurred in connection with the
making of repairs or replacements which are the lease obligation of another
tenant of the Industrial Center;

                  (iii) costs associated with advertising, marketing,
promotional and brokerage fees or expenditures;

                  (iv) financing and refinancing costs respecting any mortgage
or security interest placed upon the Industrial Center or any portion thereof,
including payments of principal, interest, finance or other charges, and any
points and commissions in connection therewith;

                  (v) interest or penalties for any late or failed payments by
Landlord under any contract or agreement unless resulting from Tenant's failure
to pay when and as due Tenant's Share of Operating Expenses;

                  (vi) costs (including, without limitation, attorneys' fees and
disbursements) incurred in connection with any judgment, settlement or
arbitration award resulting from any tort liability;

                  (vii) rent or other charges payable under any ground lease or
underlying lease;

                  (viii) costs of electrical or other utilities services
furnished directly to any premises of other tenants of the Industrial Center
where such utility is separately metered to the premises of such other tenant,
or for which Tenant pays a separate charge therefor;

                  (ix) costs incurred in connection with Landlord's preparation,
negotiation, dispute resolution and/or enforcement of leases, including court
costs and attorneys' fees and disbursements in connection with any summary
proceeding to dispossess any tenant, or incurred in connection with disputes
with prospective tenants, employees, consultants, management agents, leasing
agents, purchasers or mortgagees;

                  (x) costs of any expansions of the Industrial Center;

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                  (xi) costs of repairs, restoration or replacements occasioned
by fire or other casualty or caused by the exercise of the right of eminent
domain, provided, however, that the deductible proportion of any insurance
carried for such losses shall be included in Operating Expenses;

                  (xii) amounts paid to subsidiaries or affiliates of Landlord
for services rendered to the Industrial Center to the extent such amounts exceed
the competitive costs for delivery of such services had such services not been
provided by such related parties;

                  (xiii) depreciation; and

                  (xiv) management fees to the extent in excess of four (4%)
percent of gross receipts from the Building.

         (f) Landlord shall permit Tenant, at Tenant's sole expense and during
normal business hours, to review Landlord's invoices and statements relating to
Operating Expenses for the applicable period for the purpose of verifying the
statement delivered by Landlord pursuant to Section 4.2(b) above, provided that
notice of Tenant's desire to so review is given to Landlord not later than three
(3) months after delivery of such statement by Landlord, and provided that such
review is thereafter commenced and prosecuted by Tenant (and not by any third
party compensated by Tenant on a contingency fee arrangement) with due
diligence. Any such statement delivered to Tenant by Landlord shall be binding
and conclusive upon Tenant unless within four (4) months after the giving by
Landlord of such statement Tenant shall notify Landlord that Tenant disputes the
correctness of such statement, specifying the particular respect in which the
statement is claimed to be incorrect. If such dispute has not been settled by
agreement within two (2) months after the expiration of the aforementioned
four-month period, either party may submit the dispute to arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association within thirty (30) days after the expiration of the aforementioned
two-month period. The decision of the arbitrators shall be final and binding on
Landlord and Tenant and judgment thereon may be entered in any court of
competent jurisdiction. All of the information obtained through Tenant's review
of Operating Expenses as well as compromise, settlement or adjustment reached
between Landlord and Tenant relative to the result thereof shall be held in
strict confidence by Tenant. Tenant shall indemnify, defend upon request and
hold Landlord harmless from and against all loss, cost, damage and expense
suffered by Landlord based in whole or in part upon the breach of the covenants
of Tenant contained in the preceding sentence. The obligations of Tenant
hereunder shall survive the expiration or earlier termination of this Lease.

         If it should be agreed or decided that Operating Expenses were
overstated by ten percent (10%) or more, then Landlord shall promptly reimburse
Tenant for the reasonable costs incurred by Tenant in reviewing Landlord's
invoices and statements, Tenant's reasonable arbitration costs plus any excess
amount paid by Tenant on account of overstated Operating. If it should be agreed
or decided that Operating Expenses were not overstated at all, then Tenant
shall, as Additional Rent, promptly reimburse Landlord for its costs incurred in
the arbitration plus the lesser of $500 or the costs incurred by Landlord in
preparing for Tenant's review of invoices and statements; and if Operating
Expenses shall have been understated or Tenant shall not have paid the Operating
Expenses in full, Tenant shall, as Additional Rent, promptly pay any deficiency
in

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the payments theretofore made. In the event of an overstatement which is less
than ten percent (10%), Landlord shall promptly reimburse Tenant any excess
amount paid by Tenant on account of overstated Operating Expenses, and each
party shall be responsible for its own costs incurred in connection with such
dispute.

         Tenant keep confidential (and shall cause any third party assisting
Tenant with any such audit to keep confidential) all information obtained during
the audit process including any settlements or arbitration awards made. Landlord
may require Tenant to execute and deliver a separate confidentiality agreement
further specifying Tenant's obligations and Landlord's remedies for breach, as a
condition to commencement of the audit.


5. SECURITY DEPOSIT. Tenant shall deposit with Landlord upon Tenant's execution
hereof the Security Deposit set forth in Paragraph 1.7 as security for Tenant's
faithful performance of Tenants obligations under this Lease. If Tenant fails to
pay Base Rent or Additional Rent or otherwise defaults under this Lease (as
defined in Paragraph 13.1), Landlord may use the Security Deposit for the
payment of any amount due Landlord or to reimburse or compensate Landlord for
any liability, cost, expense, loss or damage (including attorney's fees) which
Landlord may suffer or incur by reason thereof. Tenant shall on demand pay
Landlord the amount so used or applied so as to restore the Security Deposit to
the amount set forth in Paragraph 1.7. Landlord shall not be required to keep
all or any part of the Security Deposit separate from its general accounts.
Landlord shall, at the expiration or earlier termination of the term hereof and
after Tenant has vacated the Premises, return to Tenant that portion of the
Security Deposit not used or applied by Landlord. No part of the Security
Deposit shall be considered to be held in trust, to bear interest, or to be
prepayment for any monies to be paid by Tenant under this Lease.

         Tenant shall have the right to post the Security Deposit (as the same
may have been reduced in accordance with this Section 5) in the form of a letter
of credit (the "Letter of Credit"), which shall (a) be unconditional and
irrevocable and otherwise in form and substance reasonably satisfactory to
Landlord; (b) be at all times in the amount of the Security Deposit, and shall
permit multiple draws; (c) be issued by a commercial bank reasonably acceptable
to Landlord; (d) be made payable to, and expressly transferable and assignable
at no charge by, Landlord; (e) be payable at sight upon presentment to a branch
of the issuer in the Route 495 area (a "495 Office") of a simple sight draft
accompanied by a certificate of Landlord stating either that Tenant is in
default under this Lease or that Landlord is otherwise permitted to draw upon
such Letter of Credit under the express terms of this Lease, and the amount that
Landlord is owed (or permitted to draw) in connection therewith; and (f) shall
either expire thirty (30) days following the expiration of the term of this
Lease, or be replaced not less than thirty (30) days prior to the expiration of
the then current Letter of Credit so that the original Letter of Credit or a
replacement thereof shall be in full force and effect throughout the term of
this Lease and for a period of thirty (30) days thereafter. Tenant shall deliver
to Landlord any replacement Letter of Credit not less than thirty (30) days
prior to the expiration of the then current Letter of Credit. Notwithstanding
anything in this Lease to the contrary, any grace period or cure periods which
are otherwise applicable under Section 13.1 hereof, shall not apply if Tenant
fails to comply with the requirements of subsection (f) above, in which event,
Landlord shall have the immediate right to draw upon the Letter of Credit in
full and hold the proceeds thereof as a cash security

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deposit, provided, however, that Tenant shall have the right at any time during
the Term to deliver a replacement Letter of Credit to Landlord meeting the
requirements of this paragraph, and upon receipt of such replacement Letter of
Credit, Landlord shall return promptly to Tenant the amount of cash security
deposit then being held by Landlord. Each Letter of Credit shall be issued by a
commercial bank that (i) has a credit rating with respect to certificates of
deposit, short term deposits or commercial paper of at least P-2 (or equivalent)
by Moody's Investor Service, Inc., or at least A-2 (or equivalent) by Standard &
Poor's Corporation and (ii) maintains a 495 Office at which such Letter of
Credit may be presented for payment. If the issuer's credit rating is reduced
below P-2 (or equivalent) by Moody's Investor Service, Inc., or below A-2 (or
equivalent) by Standard and Poor's Corporation, or if the financial condition of
the issuer changes in any other materially adverse way or if the issuer ceases
to maintain a 495 Office, then Landlord shall have the right to require that
Tenant obtain from a different issuer a substitute Letter of Credit that
complies in all respect with the requirements of this Section, and Tenant's
failure to obtain such substitute Letter of Credit within ten (10) days after
Landlord's written demand therefor (with no other notice, grace or cure period
being applicable thereto) shall entitle Landlord immediately to draw upon the
existing Letter of Credit in full, without any further notice to Tenant.

         As of July 1, 2000, the Security Deposit shall be reduced to
$500,000.00, and as of second anniversary of the Commencement Date, the Security
Deposit shall be reduced to $380,000.00, provided, however, that no reduction in
the Security Deposit shall occur if (i) there shall have existed a Default of
Tenant at any time prior to the date that such reduction would otherwise have
occurred, or (ii) no reduction to $380,000 shall occur if Tenant does not have
or does not give Landlord reasonably satisfactory evidence that Tenant has cash
or cash equivalents in the amount of at least $50,000,000 at such time. Tenant
may either deliver an amendment to the Letter of Credit or a new Letter of
Credit in the amount of the applicable Security Deposit.

6.       USE.

         6.1 Permitted Use. Tenant shall use and occupy the Premises only for
the Permitted Use set forth in Paragraph 1.8. Tenant shall not commit any
nuisance, permit the emission of any objectionable noise or odor, suffer any
waste, make any use of the Premises which is contrary to any law or ordinance or
which will invalidate or increase the premiums for any of Landlord's insurance.
Tenant shall not service, maintain or repair vehicles other than forklifts and
other warehouse equipment on the Premises, Building or Common Areas. Tenant
shall not store foods, pallets, drums or any other materials outside the
Premises; but may keep pallets in front of one of Tenant's loading docks
provided there shall be no interference with any other tenant and such pallets
are kept neat, clean and orderly.

         6.2      Hazardous Substances.

                  (a) Reportable Uses Require Consent. The term "Hazardous
Substance" as used in this Lease shall mean any product, substance, chemical,
material or waste whose presence, nature, quantity and/or intensity of
existence, use, manufacture, disposal, transportation, spill, release or effect,
either by itself or in combination with other materials expected to be on the
Premises, is either: (i) potentially injurious to the public health, safety or
welfare, the environment, or the Premises; (ii) regulated or monitored by any
governmental authority; or (iii) a basis for potential liability to any
governmental agency or third party under any applicable

                                                                            -10-
<PAGE>

statute or common law theory. Hazardous Substance shall include, but not be
limited to, hydrocarbons, petroleum, gasoline, crude oil or any products or by-
products thereof. Tenant shall not engage in any activity in or about the
Premises which constitutes a Reportable Use (as hereinafter defined) of
Hazardous Substances without the express prior written consent of Landlord and
compliance in a timely manner (at Tenant's sole cost and expense) with all
Applicable Requirements (as defined in Paragraph 6.3). "Reportable Use" shall
mean (i) the installation or use of any above or below ground storage tank, (ii)
the generation, possession, storage, use, transportation, or disposal of a
Hazardous Substance that requires a permit from, or with respect to which a
report, notice, registration or business plan is required to be filed with, any
governmental authority, and (iii) the presence in, on or about the Premises of a
Hazardous Substance with respect to which any Applicable Requirements require
that a notice be given to persons entering or occupying the Premises or
neighboring properties. Notwithstanding the foregoing, Tenant may, without
Landlord's prior consent, but upon notice to Landlord and in compliance with all
Applicable Requirements, use any ordinary and customary materials reasonably
required to be used by Tenant in the normal course of the Permitted Use, so long
as such use is not a Reportable Use and does not expose the Premises, or
neighboring properties to any meaningful risk of contamination or damage or
expose Landlord to any liability therefor. In addition, Landlord may (but
without any obligation to do so) condition its consent to any Reportable Use of
any Hazardous Substance by Tenant upon Tenant's giving Landlord such additional
assurances as Landlord, in its reasonable discretion, deems necessary to protect
itself, the public, the Premises and the environment against damage,
contamination or injury and/or liability therefor, including but not limited to
the installation (and, at Landlord's option, removal on or before Lease
expiration or earlier termination) of reasonably necessary protective
modifications to the Premises (such as concrete encasements) and/or the deposit
of an additional Security Deposit.

                  (b) Duty to Inform Landlord. If Tenant knows, or has
reasonable cause to believe, that a Hazardous Substance is located in, under or
about the Premises or the Building, Tenant shall immediately give Landlord
written notice thereof, together with a copy of any statement, report, notice,
registration, application, permit, business plan, license, claim, action, or
proceeding given to, or received from, any governmental authority or private
party concerning the presence, spill, release, discharge of, or exposure to,
such Hazardous Substance. Tenant shall not cause or permit any Hazardous
Substance to be spilled or released in, on, under or about the Premises
(including, without limitation, through the plumbing or sanitary sewer system).

                  (c) Indemnification. Tenant shall indemnify, protect, defend
and hold Landlord, Landlord's affiliates, Lenders, and the officers, directors,
shareholders, partners, employees, managers, independent contractors, attorneys
and agents of the foregoing ("Landlord Entities") and the Premises, harmless
from and against any and all damages, liabilities, judgments, costs, claims,
liens, expenses, penalties, loss of permits and attorneys' and consultants' fees
arising out of or involving any Hazardous Substance brought onto the Premises by
or for Tenant or by any of Tenant's employees, agents, contractors or invitees.
Tenant's obligations under this Paragraph 6.2(c) shall include, but not be
limited to, the effects of any contamination or injury to person, property or
the environment created or suffered by Tenant, and the cost of investigation
(including consultants' and attorneys' fees and testing), removal, remediation,
restoration and/or abatement thereof, or of any contamination therein involved.
Tenant's obligations under this Paragraph 6.2(c) shall survive the expiration or
earlier termination of this Lease.

                                                                            -11-
<PAGE>

         6.3 Tenant's Compliance with Requirements. Tenant shall, at Tenant's
sole cost and expense, fully, diligently and in a timely manner, comply with all
"Applicable Requirements," which term is used in this Lease to mean all laws,
rules, regulations, ordinances, directives, covenants, easements and
restrictions of record (so long as not unreasonably interfering with the use of
the Premises for storage), permits, and the requirements of any applicable fire
insurance underwriter or rating bureau, now in effect or which may hereafter
come into effect relating in any manner to the Premises (including but not
limited to matters pertaining to (i) environmental conditions on, in, under or
about the Premises, including soil and groundwater conditions, and (ii) the use,
generation, manufacture, production, installation, maintenance, removal,
transportation, storage, spill or release of any Hazardous Substance), but with
respect to (i) and (ii) only to the extent the need for compliance shall be due
to the acts or failure to act of Tenant or any subtenant or assignee or any of
its or their agents, employees, contractors or invitees (collectively each a
"Tenant Entity"), Tenant shall, within 5 days after receipt of Landlord's
written request, provide Landlord with copies of all documents and information
evidencing Tenant's compliance with any Applicable Requirements and shall
promptly upon receipt, notify Landlord in writing (with copies of any documents
involved) of any threatened or actual claim, notice, citation, warning,
complaint or report pertaining to or involving failure by Tenant or the Premises
to comply with any Applicable Requirements. Tenant shall execute and deliver to
Landlord a completed questionnaire, in the form attached hereto as Exhibit C,
immediately prior to the Commencement Date and, if applicable, immediately prior
to the commencement of any Option Period; and Tenant shall execute and deliver
to Landlord a completed questionnaire, in the form attached hereto as Exhibit D,
immediately prior to the expiration of the term or Tenant's surrender of
possession of the Premises, whichever is earlier.

         6.4 Inspection; Compliance with Law. In addition to Landlord's
environmental monitoring and insurance program, the cost of which is included in
Operating Expenses, Landlord and the holders of any mortgages, deeds of trust or
ground leases on the Premises ("Lenders") shall have the right to enter the
Premises at any time in the case of an emergency, and otherwise at reasonable
times, for the purpose of inspecting the condition of the Premises and for
verifying compliance by Tenant with this Lease and all Applicable Requirements.
Landlord shall be entitled to employ experts and/or consultants in connection
therewith to advise Landlord with respect to Tenant's installation, operation,
use, monitoring, maintenance, or removal of any Hazardous Substance on or from
the Premises. The cost and expenses of any such inspections shall be paid by the
party requesting same unless a violation of Applicable Requirements exists or is
imminent or the inspection is requested or ordered by a governmental authority.
In such case, Tenant shall upon request reimburse Landlord or Landlord's Lender,
as the case may be, for the costs and expenses of such inspections.

7.       MAINTENANCE, REPAIRS, TRADE FIXTURES AND ALTERATIONS.

         7.1 Tenant's Obligations. Subject to the provisions of Paragraph 7.2
(Landlord's Obligations), Paragraph 9 (Damage or Destruction) and Paragraph 14
(Condemnation), Tenant shall, at Tenant's sole cost and expense and at all
times, keep the Premises and every part thereof in good order, condition and
repair including, without limiting the generality of the foregoing, all
equipment or facilities specifically and exclusively serving the Premises, such
as plumbing, heating, air conditioning, ventilating, electrical, lighting
facilities, boilers, fired or unfired pressure vessels, fire hose connectors if
within the Premises, fixtures, interior walls, interior surfaces of exterior
walls, ceilings, floors, windows, doors, plate glass, and skylights, but

                                                                            -12-
<PAGE>

excluding any items which are the responsibility of Landlord pursuant to
Paragraph 7.2 below. Tenant shall through the term maintain at Tenant's expense
HVAC maintenance contracts reasonably acceptable to Landlord. Except as
hereinafter provided, Tenant's obligations shall include restorations,
replacements or renewals when necessary to keep the Premises and all
improvements thereon or a part thereof in good order, condition and state of
repair, reasonable wear and tear and (in the case of the Premises) damage by
casualty or taking by eminent domain excepted . Notwithstanding the foregoing,
Tenant's obligations hereunder shall not apply to any capital expenditure
(including any replacement of a capital item) the need for which shall not have
arisen due to (i) the failure by Tenant to perform ordinary repairs and
maintenance (ii) the negligence or other wrongful acts of any Tenant Entity or
(iii) any alterations or installations made by Tenant.

         7.2 Landlord's Obligations. Subject to the provisions of Paragraph 6
(Use), Paragraph 7.1 (Tenant's Obligations), Paragraph 9 (Damage or Destruction)
and Paragraph 14 (Condemnation), Landlord at its expense and not subject to
reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and
repair the foundations and structural supports and exterior walls of the
Building and utility systems outside the Building. Landlord, subject to
reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and
repair the Building roof and Common Areas.

         7.3 Alterations. Tenant shall not make nor cause to be made any
alterations, installations in, on, under or about the Premises without on each
occasion obtaining the prior consent of Landlord. Landlord's consent shall not
be unreasonably withheld or delayed with respect to the installation of a
mezzanine or to other alterations, additions or improvements which Tenant
proposes to make at its sole cost provided such mezzanine and any other such
alterations or installation are consistent with Building standards, do not
adversely affect the plumbing, heating ventilating, air-conditioning, life
safety, mechanical or electrical systems of the Building, do not adversely
affect the structural elements of the Building, are not visible from the outside
of the Premises, and shall not materially increases Real Estate Taxes or
Operating Expenses, nor require Landlord to perform any work to the Premises,
Building or Industrial Center. So long as any request by Tenant for comment
hereunder shall expressly so state, the failure by Landlord to respond to any
such request within five (5) business days of receipt of such request shall
constitute deemed consent.

         7.4 Surrender/Restoration. Tenant shall surrender the Premises by the
end of the last day of the Lease term or any earlier termination date, clean and
free of debris and in good operating order, condition and state of repair
ordinary wear and tear excepted. Without limiting the generality of the above,
Tenant shall remove all personal property, trade fixtures and floor bolts, patch
all floors and cause all lights to be in good operating condition. Landlord may
condition any consent on Tenant agreeing to remove any alteration or
installation and to restore any damage caused by installation or removal, on or
before the expiration or sooner termination of the term of this Lease.

8.       INSURANCE; INDEMNITY.

         8.1 Payment of Premiums. The cost of the premiums for the insurance
policies maintained by Landlord under this Paragraph 8 shall be a Common Area
Operating Expense pursuant to Paragraph 4.2 hereof. Premiums for policy periods
commencing prior to,

                                                                            -13-
<PAGE>

or extending beyond, the term of this Lease shall be prorated to coincide with
the corresponding Commencement Date or Expiration Date.

         8.2      Tenant's Insurance.

                  (i) At its sole cost and expense, Tenant shall maintain in
full force and effect during the Term of the lease the following insurance
coverages insuring against claims which may arise from or in connection with the
Tenant's operation and use of the leased premises.

                           (a) Commercial General Liability with minimum limits
of $1,000,000 per occurrence; $3,000,000 general aggregate for bodily injury,
personal injury and property damage.

                           (b) Workers' Compensation insurance with statutory
limits and Employers Liability with a $1,000,000 per accident limit for bodily
injury or disease.

                           (c) Automobile Liability covering all owned, non-
owned and hired vehicles with a $1,000,000 per accident limit for bodily injury
and property damage.

                           (d) Property insurance against all risks of loss to
any tenant improvements or betterments and business personal property on a full
replacement cost basis with no coinsurance penalty provision; and Business
Interruption Insurance with a limit of liability representing loss of at least
approximately six months of income.

                  (ii) Tenant shall deliver to Landlord certificates of all
insurance reflecting evidence of required coverages prior to initial occupancy;
and annually thereafter.

                  (iii) If, in the opinion of Landlord's insurance advisor, the
amount of scope of such coverage is deemed inadequate at any time during the
Term, Tenant shall increase such coverage to such reasonable amounts or scope as
Landlord's advisor deems adequate.

                  (iv) All insurance required under Paragraph 8.2 (i) shall be
primary and non-contributory (ii) shall provide for severability of interests,
(iii) shall be issued by insurers, licensed to do business in the state in which
the Premises are located and which are rated A:VII or better by Best's Key
Rating Guide, (iv) shall be endorsed to include Landlord and such other persons
or entities as Landlord may from time to time designate, as additional insureds
(Commercial General Liability only), and (v) shall be endorsed to provide at
least 30-days prior notification of cancellation or material change in coverage
to said additional insureds.

         8.3 Landlord's Insurance. Landlord may, but shall not be obligated to,
maintain all risk, including earthquake and flood, insurance covering the
buildings within the Industrial Center, Commercial General Liability and such
other insurance in such amounts and covering such other liability or hazards as
deemed appropriate by Landlord. The amount and scope of coverage of Landlord's
insurance shall be determined by Landlord from time to time in its sole
discretion and shall be subject to such deductible amounts as Landlord may
elect. Landlord shall have the right to reduce or terminate any insurance or
coverage. Premiums for any such insurance shall be a Common Area Operating
Expense.

         8.4 Waiver of Subrogation. To the extent permitted by law and without
affecting the coverage provided by insurance required to be maintained
hereunder, Landlord and Tenant each waive any right to recover against the other
on account of any and all claims Landlord or Tenant may have against the other
with respect to property insurance actually carried, or required to be carried
hereunder, to the extent of the proceeds realized from such insurance coverage.

                                                                            -14-
<PAGE>

In addition, to the extent Landlord shall not have maintained at the time of
damage all-risk, full replacement cost insurance on the Building subject to
commercially reasonably deductibles, Landlord shall be deemed to have waived any
claim against Tenant for property loss which would have been made available to
Landlord had it maintained such insurance.

         8.5 Indemnity. Except to the extent caused by or arising out of the
gross negligence or willful misconduct of any of the Landlord Entities, Tenant
shall protect, indemnify and hold the Landlord Entities harmless from and
against any and all loss, claims, liability or costs (including court costs and
attorney's fees) incurred by reason of:

                  (i) any damage to any property (including but not limited to
property of any Landlord Entity) or death or injury to any person occurring in
or about the Premises, the Building or the Industrial Center to the extent that
such injury or damage shall be caused by or arise from any actual or alleged
act, neglect, fault or omission by or of Tenant, its agents, servants,
employees, invitees, or visitors;

                  (ii) the conduct or management of any work or anything
whatsoever done by the Tenant on or about the Premises or from transactions of
the Tenant concerning the Premises;

                  (iii) Tenant's failure to comply with any and all governmental
laws, ordinances and regulations applicable to the particular use of the
Premises or its occupancy; or

                  (iv) any breach or default of the part of Tenant in the
performance of any covenant or agreement on the part of the Tenant to be
performed pursuant to this Lease.

The provisions of this Paragraph 8.5 shall survive the termination of this Lease
with respect to any claims or liability accruing prior to such termination.

         8.6 Exemption of Landlord from Liability. Except to the extent caused
by the gross negligence or willful misconduct of Landlord, Landlord Entities
shall not be liable for and Tenant waives any claims against Landlord Entities
for injury or damage to the person or the property of Tenant, Tenant's
employees, contractors, invitees, customers from any cause whatsoever,
including, but not limited to, damage or injury which is caused by or results
from (i) fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures or (ii) from the
condition of the Premises, other portions of the Building or Industrial Center.
Landlord shall not be liable for any damages arising from any act or neglect of
any other tenant of Landlord nor from the failure by Landlord to enforce the
provisions of any other lease in the Industrial Center. Notwithstanding
Landlord's negligence or breach of this Lease, Landlord shall under no
circumstances be liable for injury to Tenant's business, for any loss of income
or profit therefrom or any indirect, consequential or punitive damages.

         8.7 Landlord Indemnity. Subject to all limitations, waivers, exclusions
and conditions contained in this Lease (each of which shall control in the event
of any conflict or inconsistent with this Section 8.7), Landlord shall indemnify
Tenant from and against any and all claims asserted by or on behalf of any third
party on account of personal injury or death arising out of the negligence or
other wrongful conduct of Landlord or its agents, contractors or employees
during the term of this Lease. In respect of the foregoing, Landlord shall
indemnify Tenant 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 Tenant by reason of any such claim, Landlord,

                                                                            -15-
<PAGE>

upon notice from Tenant and at Landlord's expense, shall resist or defend such
action or proceeding and employ counsel therefor reasonably satisfactory to
Tenant.

9.       DAMAGE OR DESTRUCTION.

         9.1 Termination Right. To the extent that Landlord is not aware of any
damage to the Premises, Tenant shall give Landlord immediate written notice of
any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the
Premises or the Building shall be damaged to such an extent that in the good
faith determination of Landlord's architect, the time needed to make restoration
as required by Section 9.2 shall exceed 180 days from the date of casualty,
Landlord shall give prompt notice thereof to Tenant. Tenant, at any time
following such notice but prior to commencement of repair of the Premises and
following 10 days written notice to Landlord, may terminate this Lease effective
30 days after delivery of such notice to Landlord. Such termination shall not
excuse the performance by Tenant of those covenants which under the terms hereof
survive termination. Rent shall be abated in proportion to the degree of
interference during the period that there is such substantial interference with
the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's
right of termination pursuant to this provision shall be Tenant's sole remedy
for failure of Landlord to keep in good order, condition and repair the
foundations structural supports and exterior walls of the Building, Building
roof, utility systems outside the Building, the Common Areas. In the event that
the Premises or the Building, or any material part thereof, shall be destroyed
or damaged by fire or other casualty, to such an extent that the time needed to
repair is likely to exceed 180 days from the date of casualty then this Lease
may be terminated at the election of Landlord. Any such election shall be made
by the giving of notice by Landlord to Tenant within sixty (60) days following
Landlord's receipt of Tenant's notice of such fire or casualty.


       9.2 Restoration. If neither Landlord nor Tenant shall elect to so
terminate, this Lease shall continue in force and (so long as the damage is not
caused by the negligence or other wrongful act of Tenant or its employees,
agents, contractors or invitees) a just proportion of the Base Rent reserved,
according to the nature and extent of the damages sustained by the Premises,
shall be suspended or abated until the Premises (excluding any improvements to
the Premises made at Tenant's expense but including Landlord's Work), or what
may remain thereof, shall be restored substantially to their pre-existing
condition, to the extent practical, which Landlord covenants to do with
reasonable diligence to the extent permitted by the net proceeds of insurance
recovered for such destruction and subject to zoning and building laws or
ordinances then in existence.

         9.3 Damage Caused by Tenant. Tenant's termination rights under
Paragraph 9.1 shall not apply if the damage to the Premises or Building is the
result of any act or omission of Tenant or of any of Tenant's agents, employees,
customers, invitees or contractors ("Tenant Acts"). Any damage resulting from a
Tenant Act shall be promptly repaired by Tenant. Landlord at its option may at
Tenant's expense repair any damage caused by Tenant Acts. Tenant shall continue
to pay all rent and other sums due hereunder and shall be liable to Landlord for
all damages that Landlord may sustain resulting from a Tenant Act.

                                                                            -16-
<PAGE>

10.      REAL PROPERTY TAXES.

         10.1 Payment of Real Property Taxes. Landlord shall pay prior to
delinquency the Real Property Taxes due and payable during the term of this
Lease and, except as otherwise provided in Paragraph 10.3, any such amounts
shall be included in the calculation of Operating Expenses in accordance with
the provisions of Paragraph 4.2.

         10.2 Real Property Tax Definition. As used herein, the term "Real
Property Taxes" is any form of tax or assessment, general, special, ordinary or
extraordinary, imposed or levied upon the Building and/or the land upon which
the Building is located (the "Land") and/or any interest of Landlord in the
Building and/or the Land. Real Property Taxes include (i) any license fee,
commercial rental tax, excise tax, improvement bond or bonds, levy or tax; (ii)
any tax or charge which replaces or is in addition to any of such
above-described "Real Property Taxes" and (iii) any fees, expenses or costs
(including attorney's fees, expert fees and the like) incurred by Landlord in
protesting or contesting any assessments levied or any tax rate. The term "Real
Property Taxes" shall also include any increase resulting from a change in the
ownership of the Land or Building, the execution of this Lease or any
modification, amendment or transfer thereof. Real Property Taxes for tax years
commencing prior to, or extending beyond, the term of this Lease shall be
prorated to coincide with the corresponding Commencement Date or Expiration
Date.

         10.3 Additional Improvements. Operating Expenses shall not include Real
Property Taxes attributable to improvements placed upon the Industrial Center by
other tenants or by Landlord for the exclusive enjoyment of such other tenants.
Notwithstanding Paragraph 10.1 hereof, Tenant shall, however, pay to Landlord at
the time Operating Expenses are payable under Paragraph 4.2, the entirety of any
increase in Real Property Taxes if assessed by reason of improvements placed
upon the Premises by Tenant or at Tenant's request (other than Landlord's Work).

         10.4 Joint Assessment. If the Building is at any time in the future no
longer separately assessed, Real Property Taxes allocated to the Building shall
be an equitable proportion of the Real Property Taxes for all of the land and
improvements included within the tax parcel assessed.

         10.5 Tenant's Property Taxes. Tenant shall pay prior to delinquency all
taxes assessed against and levied upon Tenant's improvements, fixtures,
furnishings, equipment and all personal property of Tenant contained in the
Premises or stored within the Industrial Center.

11.      UTILITIES. Tenant shall pay directly for all utilities and services
supplied and separately metered to the Premises, including but not limited to
electricity, telephone, security, gas and cleaning of the Premises, together
with any taxes thereon. Landlord shall as part of Landlord's Work separately
meter the utilities serving the Premises, other than water and sewer services,
as part of Landlord's Work. The electrical systems shall be designed to provide
2000 amps at 277/480 Volts.

12.      ASSIGNMENT AND SUBLETTING.

                  (a) Tenant shall not assign, mortgage or otherwise transfer or
encumber (collectively, "assign") or sublet all or any part of Tenant's interest
in this Lease or in the Premises without Landlord's prior written consent which
consent shall not be unreasonably withheld, conditioned or delayed. Relevant
criteria in determining reasonability of consent include, but are not limited
to, credit history of a proposed assignee or sublessee, references from prior
landlords,

                                                                            -17-
<PAGE>

any change or intensification of use of the Premises or the Common Areas and any
limitations imposed by the Internal Revenue Code and the Regulations promulgated
thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall
not release Tenant from its obligations hereunder. Tenant shall not (i) sublet
or assign or enter into other arrangements such that the amounts to be paid by
the sublessee or assignee thereunder would be based, in whole or in part, on the
income or profits derived by the business activities of the sublessee or
assignee; (ii) sublet the Premises or assign this Lease to any person in which
Landlord owns an interest, directly or indirectly (by applying constructive
ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code (the
"Code"); or (iii) sublet the Premises or assign this Lease in any other manner
which could cause any portion of the amounts received by Landlord pursuant to
this Lease or any sublease to fail to qualify as "rents from real property"
within the meaning of Section 856(d) of the Code, or which could cause any other
income received by Landlord to fail to qualify as income described in Section
856(c)(2) of the Code. The requirements of this Section 12.1 shall apply to any
further subleasing by any subtenant.

                  (b) A change in the control of Tenant shall constitute an
assignment requiring Landlord's consent. The transfer, on a cumulative basis, of
25% or more of the voting or management control of Tenant shall constitute a
change in control for this purpose provided, however this subsection (b) shall
not be applicable for so long as Tenant's stock is listed for trading or
quotation on the New York Stock Exchange or Nasdaq, or other nationally
recognized domestic securities exchange; and any transaction pursuant to which
Tenant is merged or consolidated with another entity or pursuant to which all or
substantially all of Tenant's assets are transferred shall not be deemed a
prohibited assignment, if (w) after any such transaction or transfer, the
successor to Tenant or the transferee of or successor to any of Tenant's rights
hereunder has a tangible net worth computed in accordance with generally
accepted accounting principles at least equal to the net worth of Tenant on the
date of this Lease, (x) proof satisfactory to Landlord of such net worth shall
have been delivered to Landlord (subject to any reasonable confidentiality
obligation to be honored by Landlord) at least ten (10) days prior to the
effective date of any such transaction, (y) in the case of a sale of assets,
proof satisfactory to Landlord shall have been delivered to Landlord (subject to
any reasonable confidentiality obligation to be honored by Landlord) at least
ten (10) days prior to the effective date of any such transaction that
substantially all of Tenant's assets shall be sold to such transferee, and (z)
the assignee, transferee or successor agrees directly with Landlord, by written
instrument in form satisfactory to Landlord, to be bound by all the terms of
this Lease including, without limitation, the covenants contained herein. In
addition, Tenant may, upon not less than ten (10) days prior notice to Landlord,
sublease all or any portion of the Premises to any entity which controls, is
controlled by or is under common control with the Tenant identified in Section
1.1 (such entity being an "Affiliate"). Any sublease to an Affiliate shall, at
Landlord's election, be terminated if the subtenant shall cease to be an
Affiliate, and any sublease shall so provide. The term "control" for this
purpose shall mean the ownership, directly or indirectly, of more than
seventy-five percent (75%) of the outstanding voting stock of a corporation or
other equity interest if Tenant is not a corporation.

                  (c) If the rent and other sums (including, without limitation,
all monetary payments plus the reasonable value of any services performed or any
other thing of value given by any assignee or subtenant in consideration of such
assignment or sublease), either initially or over the term of any assignment or
sublease, payable by any assignee or subtenant (other than an Affiliate or an
assignee permitted pursuant to (b) above) to Tenant on account of an assignment

                                                                            -18-
<PAGE>

or sublease of all or any portion of the Premises exceed the sum of (i) Base
Rent plus Additional Rent called for hereunder with respect to the space
assigned or sublet plus (ii) all brokerage fees and legal fees paid by Tenant
with respect to such assignment or sublease and any demising costs and any cost
of alterations which are performed solely for the benefit of the assignee or
subtenant (all such costs to be amortized over the term of such sublease or
assignment), Tenant shall pay to Landlord as Additional Rent fifty percent (50%)
of such excess payable monthly at the time for payment of Base Rent.

                  (d) In the event that Tenant intends enter into any assignment
or sublease other than to an Affiliate or an assignee permitted pursuant to (b)
above, then Tenant shall, not sooner than one hundred twenty (120) days and not
later than forty-five (45) days, prior to the proposed effective date of such
sublease or assignment, give notice to Landlord of such intent, identifying the
proposed subtenant or assignee, all of the terms and conditions of the proposed
sublease or assignment, and such other information as Landlord may reasonably
request. Landlord may elect (i) to terminate the term of this Lease in the case
of an assignment or a sublease of more than fifty percent (50%) of the Premises
or (ii) to exclude from the Premises, for the term of the proposed sublease, the
portion thereof to be sublet by giving notice to Tenant of either such election
not later than thirty (30) days after receiving notice of such intent from
Tenant. If Landlord shall give such notice within such thirty (30) day period,
upon the later to occur of (a) the proposed date of commencement of such
proposed sublease or assignment, or (b) the date which is fifteen (15) days
after Landlord's notice, the term of this Lease shall terminate or (as
applicable), for the period expiring on the expiration date of such proposed
sublease (if applicable), the Premises shall be reduced to exclude the portion
of the Premises intended for subletting, in which case the Base Rent and
Tenant's Share of Operating Expenses shall be correspondingly reduced. If
Landlord shall give its consent, Tenant may enter into such sublease or
assignment on the terms and conditions set forth in such notice from Tenant
within the following thirty (30) days. If Tenant shall not enter into such
sublease or assignment within such following thirty (30) day period and shall
still desire to enter into any sublease, or if Tenant shall change the terms and
conditions thereof following the date of Tenant's notice to Landlord, the first
sentence of this paragraph shall again become applicable.


13.      DEFAULT; REMEDIES.

         13.1 Default. The occurrence of any one of the following events shall
constitute an event of default on the part of Tenant ("Default"):

                  (a) Failure to pay any installment of Base Rent, Additional
Rent or any other monies due and payable hereunder, said failure continuing for
a period of 7 days after notice from Landlord;

                  (b) A general assignment by Tenant or any guarantor for the
benefit of creditors;

                  (c) The filing of a voluntary petition in bankruptcy by Tenant
or any guarantor, the filing of a voluntary petition for an arrangement, the
filing of a petition, voluntary or involuntary, for reorganization, or the
filing of an involuntary petition by Tenant's creditors or guarantors, but with
respect to involuntary petitions filed against Tenant, a Default shall not

                                                                            -19-
<PAGE>

occur unless such involuntary petition is not dismissed or stayed within ninety
(90) days after the filing of such involuntary petition;

                  (d) Receivership, attachment, of other judicial seizure of the
Premises or all or substantially all of Tenant's assets on the Premises;

                  (e) Failure of Tenant to maintain insurance as required by
Paragraph 8.2; and

                  (f) Failure in the performance of any of Tenant's covenants,
agreements or obligations hereunder (except those failures specified as events
of Default in other Paragraphs of this Paragraph 13.1 which shall be governed by
such other Paragraphs), which failure continues for 30 days after written notice
thereof from Landlord to Tenant provided that, if Tenant has exercised
reasonable diligence to cure such failure and such failure cannot be cured
within such 30 day period despite reasonable diligence, Tenant shall not be in
default under this subparagraph unless Tenant fails thereafter diligently and
continuously to prosecute the cure to completion;

         13.2 Remedies. In the event of any Default by Tenant, Landlord shall
have the remedies set forth in the Addendum attached hereto entitled "Landlord's
Remedies in Event of Tenant Default".

         13.3 Late Charges. Tenant hereby acknowledges that late payment by
Tenant to Landlord of rent and other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges. Accordingly, if any installment of rent or
other sum due from Tenant shall not be received by Landlord or Landlord's
designee within 10 days after such amount shall be due, then, without any
requirement for notice to Tenant, Tenant shall pay to Landlord a late charge
equal to 54% of such overdue amount. The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of late payment by Tenant. Acceptance of such late charge by
Landlord shall in no event constitute a waiver of Tenant's Default with respect
to such overdue amount, nor prevent Landlord from exercising any of the other
rights and remedies granted hereunder.

14.     CONDEMNATION. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of exercise of said power (all
of which are herein called "condemnation"), this Lease shall terminate as to the
part so taken as of the date the condemning authority takes title or possession,
whichever first occurs, and as of such date the Base Rent and Tenant's Share
shall be reduced in the same proportion as the rentable floor area of the
Premises taken bears to the total rentable floor area of the Premises.
Landlord's notice shall indicate whether the net severance damages will be
expected to be sufficient to repair the damage to the Premises resulting from
such condemnation. If more than 10% of the floor area of the Premises, or more
than 25% of the portion of the Common Areas designated for Tenant's parking, is
taken by condemnation, Tenant may, at Tenant's option, to be exercised in
writing within 10 days after Landlord shall have given Tenant written notice of
such taking (or in the absence of such notice, within 10 days after the
condemning authority shall have taken possession) terminate this Lease as of the
date the condemning authority takes such possession. If Tenant does not
terminate this Lease in accordance with the foregoing, this Lease shall remain
in full force and effect as to the portion of the Premises remaining, except
that the Base Rent shall be reduced in the same proportion as the rentable floor
area of the Premises taken bears to the total rentable floor area of

                                                                            -20-
<PAGE>

the Premises. No reduction of Base Rent shall occur if the condemnation does not
apply to any portion of the Premises. Any award for the taking of all or any
part of the Premises under the power of eminent domain or any payment made under
threat of the exercise of such power shall be the property of Landlord,
provided, however, that Tenant shall be entitled to any compensation, separately
awarded to Tenant for Tenant's relocation expenses and/or loss of Tenants trade
fixtures. In the event that this Lease is not terminated by reason of such
condemnation, Landlord shall to the extent of its net severance damages in the
condemnation matter, repair any damage to the Premises caused by such
condemnation authority.

15.      ESTOPPEL CERTIFICATE AND FINANCIAL STATEMENTS.

         15.1 Estoppel Certificate. Each party (herein referred to as
"Responding Party") shall within 10 days after written notice from the other
Party (the "Requesting Party") execute, acknowledge and deliver to the
Requesting Party, to the extent it can truthfully do so, an estoppel certificate
in the form attached hereto as Exhibit E, plus such additional information,
confirmation and/or statements as shall be reasonably requested by the
Requesting Party.

         15.2 Financial Statement. If Landlord desires to finance, refinance, or
sell the Building, Industrial Center or any part thereof, Tenant and any
Guarantors shall deliver to any potential lender or purchaser designated by
Landlord such financial statements of Tenant as are publicly available, if and
to the extent that Tenant is required to file reports with the Securities
Exchange Commission pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, and has complied with such filing requirements, and, if
Tenant is not required to file such reports or has not complied with such filing
requirements, Tenant and such Guarantors shall deliver such financial statements
of Tenant and any Guarantors and other financial information as may be
reasonably required by such lender or purchaser, including but not limited to
Tenant's financial statements for the past 3 years. All such financial
statements shall be received by Landlord and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

16.      ADDITIONAL COVENANTS AND PROVISIONS.

         16.1 Severability. The invalidity of any provision of this Lease, as
determined by a court of competent jurisdiction, shall not affect the validity
of any other provision hereof.

         16.2 Interest on Past-Due Obligations. Any monetary payment due
Landlord hereunder not received by Landlord within 10 days following the date on
which it was due shall bear interest from the date due at 12% per annum, but not
exceeding the maximum rate allowed by law in addition to the late charge
provided for in Paragraph 13.3.

         16.3 Time of Essence. Time is of the essence with respect to the
performance of all obligations to be performed or observed by the Parties under
this Lease.

         16.4 Landlord Liability. 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 Industrial Center and
the proceeds of any insurance policies carried by Landlord. Tenant agrees to
look solely to such interest for the satisfaction of any liability or claim
against Landlord under this Lease. 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.

                                                                            -21-
<PAGE>

         16.5 No Prior or Other Agreements. This Lease contains all agreements
between the Parties with respect to any matter mentioned herein, and supersedes
all oral, written prior or contemporaneous agreements or understandings.

         16.6 Notice Requirements. All notices required or permitted by this
Lease shall be in writing and may be delivered in person (by hand or by
messenger or courier service) or may be sent by regular, certified or registered
mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile
transmission during normal business hours, and shall be deemed sufficiently
given if served in a manner specified in the Paragraph 16.6. The addresses noted
adjacent to a Party's signature on this Lease shall be that Party's address for
delivery or mailing of notice purposes and with respect to notices to Tenant, a
copy shall be concurrently delivered to Testa, Hurwitz & Thibeault, LLP, 125
High Street, Boston, Massachusetts 02110, attention: Real Estate Department.
Either Party may by written notice to the other specify a different address for
notice purposes, except that upon Tenant's taking possessing of the Premises,
the Premises shall constitute Tenant's address for the purpose of mailing or
delivering notices to Tenant. A copy of all notices required or permitted to be
given to Landlord hereunder shall be concurrently transmitted to such party or
parties at such addresses as Landlord may from time to time hereafter designate
by written notice to Tenant.

         16.7 Date of Notice. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, 48 hours after the postmark
thereon. If sent by regular mail, the notice shall be deemed given 48 hours
after the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that
guarantees next day delivery shall be deemed given 24 hours after delivery of
the same to the United States Postal Service or courier. If any notice is
transmitted by facsimile transmission or similar means, the same shall be deemed
served or delivered upon telephone or facsimile confirmation of receipt of the
transmission thereof, provided a copy is also delivered via hand or overnight
delivery or certified mail. If notice is received on a Saturday or a Sunday or a
legal holiday, it shall be deemed received on the next business day.

         16.8 Waivers. No waiver by Landlord of a Default by Tenant shall be
deemed a waiver of any other term, covenant or condition hereof, or of any
subsequent Default by Tenant of the same or any other term, covenant or
condition hereof.

         16.9 Holdover. Tenant has no right to retain possession of the Premises
or any part thereof beyond the expiration or earlier termination of this Lease.
If Tenant holds over with the consent of Landlord: (i) the Base Rent payable
shall be increased to 175% of the Base Rent applicable during the month
immediately preceding such expiration or earlier termination; (ii) Tenant's
right to possession shall terminate on 30 days notice from Landlord and (iii)
all other terms and conditions of this Lease shall continue to apply. Nothing
contained herein shall be construed as a consent by Landlord to any holding over
by Tenant. Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all claims, demands, actions, losses, damages, obligations,
costs and expenses, including, without limitation, attorneys' fees incurred or
suffered by Landlord by reason of Tenant's failure to surrender the Premises on
the expiration or earlier termination of this Lease in accordance with the
provisions of this Lease.

         16.10 Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies in law or in equity.

                                                                            -22-
<PAGE>

         16.11 Binding Effect: Choice of Law. This Lease shall be binding upon
the Parties, their personal representatives, successors and assigns and be
governed by the laws of the State in which the Premises are located. Any
litigation between the Parties hereto concerning this Lease shall be initiated
in the county in which the Premises are located.

         16.12 Landlord. The covenants and obligations contained in this Lease
on the part of Landlord are binding on Landlord, its successors and assigns,
only during and in respect of their respective period of ownership of such
interest in the Industrial Center. In the event of any transfer or transfers of
such title to the Industrial Center, 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 with respect to the
performance of any covenants or obligations on the part of Landlord contained in
this Lease thereafter to be performed which obligations shall, subject to the
terms of this Lease, be assumed by the transferee by virtue of its ownership of
the Industrial Center or portion thereof.

         16.13 Attorneys' Fees and Other Costs. If any Party brings an action or
proceeding to enforce the terms hereof or declare rights hereunder, the
Prevailing Party (as hereafter defined) in any such proceeding shall be entitled
to reasonable attorneys' fees. The term "Prevailing Party" shall include,
without limitation, a Party who substantially obtains or defeats the relief
sought. Landlord shall be entitled to attorneys' fees, costs and expenses
incurred in preparation and service of notices of Default and consultations in
connection therewith, whether or not a legal action is subsequently commenced in
connection with such Default or resulting breach. Tenant shall reimburse
Landlord on demand for all reasonable legal, engineering and other professional
services expenses incurred by Landlord in connection with all requests by Tenant
for consent or approval hereunder.

         16.14 Landlord's Access; Showing Premises; Repairs. Landlord and
Landlord's agents shall have the right to enter the Premises at any time, in the
case of an emergency, and otherwise at reasonable times upon reasonable notice
for the purpose of showing the same to prospective purchasers, lenders, or
tenants (but if such parties are prospective tenants, only during the last
twelve (12) months of the Term), and making such alterations, repairs,
improvements or additions to the Premises or to the Building, as Landlord may
reasonably deem necessary. Landlord may at any time place on or about the
Premises or Building any ordinary "For Sale" signs and Landlord may at any time
during the last 180 days of the term hereof place on or about the Premises any
ordinary "For Lease" signs. All such activities of Landlord shall be without
abatement of rent or liability to Tenant. Except in instances posing an imminent
threat to life or property, Landlord shall endeavor to comply with Tenant's
reasonable security requirements of which Tenant shall have given Landlord prior
notice and to give Tenant reasonable notice (not less than twenty-four hours in
advance) prior to making entry onto the Premises, provided, however,
notwithstanding anything to the contrary contained in this Lease, such notice
may be made orally to any supervisor of Tenant; and Landlord shall, to the
extent practical, use reasonable efforts to minimize interference with the
conduct of Tenant's business in the Premises as a result of any entry.

         16.15 Signs. Tenant shall not place any signs at or upon the
exterior of the Premises or the Building, except that Tenant may, with
Landlord's prior written consent, install (but not on

                                                                            -23-
<PAGE>

the roof) such signs as are reasonably required to advertise Tenant's own
business so long as such signs are in a location designated by Landlord and
comply with sign ordinances and the signage criteria established for the
Industrial Center by Landlord. Notwithstanding the foregoing, Tenant shall have
the right to install, at a location acceptable to Landlord and at Tenant's sole
cost and expense, one (1) Building-mounted sign, subject to Landlord's approval,
which approval shall not be unreasonably withheld, which shall be located on the
side of the Building which is visible from Route 495. Landlord shall add
Tenant's name to the Industrial Park and Building directories, the cost of which
shall be borne by Landlord. Tenant shall be required to obtain at its expense
all permits and approvals required for the installation of the Building-mounted
sign (but shall not be permitted to seek any zoning or other similar relief for
such signs without Landlord's consent) and shall at its expense keep all such
permits and approvals in full force and effect. Tenant shall keep such signs in
good condition through the term of this Lease and shall, if Landlord so
requests, remove such exterior signs at the end of the term of this Lease and
repair any damage caused by such removal.

         16.16 Termination: Merger. Unless specifically stated otherwise in
writing by Landlord, the voluntary or other surrender of this Lease by Tenant,
the mutual termination or cancellation hereof, or a termination hereof by
Landlord for Default by Tenant, shall automatically terminate any sublease or
lesser estate in the Premises; provided, however, Landlord shall, in the event
of any such surrender, termination or cancellation, have the option to continue
any one or all of any existing subtenancies. Landlord's failure within 10 days
following any such event to make a written election to the contrary by written
notice to the holder of any such lesser interest, shall constitute Landlord's
election to have such event constitute the termination of such interest.

         16.17 Quiet Possession. Upon payment by Tenant of the Base Rent and
Additional Rent for the Premises and the performance of all of the covenants,
conditions and provisions on Tenant's part to be observed and performed under
this Lease, Tenant shall have quiet possession of the Premises for the entire
term hereof subject to all of the provisions of this Lease.

         16.18    Subordination; Attornment; Non-Disturbance.

                           (a) Subordination. This Lease shall be subject and
subordinate to any ground lease, mortgage, deed of trust, or other hypothecation
or mortgage (collectively, "Mortgage") now or hereafter placed by Landlord upon
the real property of which the Premises are a part, to any and all advances made
on the security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof. Tenant agrees that any person holding any
Mortgage shall have no duty, liability or obligation to perform any of the
obligations of Landlord under this Lease. In the event of Landlord's default
with respect to any such obligation, Tenant will give any Lender, whose name and
address have previously in writing been furnished Tenant, notice of a default by
Landlord. Tenant may not exercise any remedies for default by Landlord unless
and until Landlord and the Lender shall have received written notice of such
default and a reasonable time (not less than 30 days) shall thereafter have
elapsed without the default having been cured. If any Lender shall elect to have
this Lease superior to the lien of its Mortgage and shall give written notice
thereof to Tenant, this Lease shall be deemed prior to such Mortgage. The
provisions of a Mortgage relating to the disposition of condemnation and
insurance proceeds shall prevail over any contrary provisions contained in this
Lease. Landlord represents that as of

                                                                            -24-
<PAGE>

the date of this Lease there are no ground leases, superior leases, deeds of
trusts or mortgages encumbering the Premises or the Building, or the lot on
which the Building is located.

                           (b) Attornment. Subject to the non-disturbance
provisions of of this Paragraph 16.18, Tenant agrees to attorn to a Lender or
any other party who acquires ownership of the Premises by reason of a
foreclosure of a Mortgage or deed in lieu of foreclosure. In the event of such
foreclosure, such owner shall perform Landlord's obligations hereunder but shall
not: (i) be liable for any act or omission of any prior landlord or with respect
to events occurring prior to acquisition of ownership, unless such act or
omission is of a continuing nature, (ii) be subject to any offsets or defenses
which Tenant might have against any prior Landlord, or (iii) be liable for
security deposits (unless such security deposit is received by such party) or be
bound by prepayment of more than one month's rent.

                           (c) Non-Disturbance. With respect to any Mortgage
entered into by Landlord after the execution of this Lease, Tenant's
subordination of this Lease shall be subject to receiving assurance (a "non-
disturbance agreement") from the Mortgage holder that Tenant's possession and
this Lease will not be disturbed in the event of foreclosure or deed in lieu of
foreclosure, so long as Tenant is not in Default and attorns to the record owner
of the Premises.

                           (d) Self-Executing. The agreements contained in this
Paragraph 16.18 shall be effective without the execution of any further
documents; provided, however, that upon written request from Landlord or a
Lender in connection with a sale, financing or refinancing of Premises, Tenant
and Landlord shall execute such further writings as may be reasonably required
to separately document any such subordination or non-subordination, attornment
and/or non-disturbance agreement as is provided for herein.

         16.19 Rules and Regulations. Tenant agrees that it will abide by, and
to cause its employees, suppliers, shippers, customers, tenants, contractors and
invitees to abide by all reasonable rules and regulations ("Rules and
Regulations") which Landlord may make from time to time for the management,
safety, care, and cleanliness of the Common Areas, the parking and unloading of
vehicles and the preservation of good order, as well as for the convenience of
other occupants or tenants of the Building and the Industrial Center and their
invitees, provided such rules and regulations are applicable generally to all
tenants of the Industrial Center. Landlord shall not be responsible to Tenant
for the non-compliance with said Rules and Regulations by other tenants of the
Industrial Center, however, Landlord shall, to the extent permitted by
applicable law and by the respective leases with such other tenants, use
reasonable efforts to enforce the Rules and Regulations of general applicability
against all tenants in a uniform fashion.

         16.20 Security Measures. Tenant acknowledges that the rental payable to
Landlord hereunder does not include the cost of guard service or other security
measures. Landlord has no obligations to provide same. Tenant assumes all
responsibility for the protection of the Premises, Tenant, its agents and
invitees and their property from the acts of third parties.

         16.21 Reservations. Landlord reserves the right to grant such easements
that Landlord deems necessary and to cause the recordation of parcel maps, so
long as such easements and maps do not unreasonably interfere with the use of
the Premises by Tenant, or Tenant's use of such areas within the Common Areas on
the lot on which the Building is located. Tenant agrees to sign any documents
reasonable requested by Landlord to effectuate any such easements or maps.

                                                                            -25-
<PAGE>

         16.22 Conflict. Any conflict between the printed provisions of this
Lease and the typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.

         16.23 Offer. Preparation of this Lease by either Landlord or Tenant or
Landlord's agent or Tenant's agent and submission of same to Tenant or Landlord
shall not be deemed an offer to lease. This Lease is not intended to be binding
until executed and delivered by all Parties hereto.

         16.24 Brokerage. Tenant warrants and represents that it has dealt with
no broker in connection with the execution of this Lease other than Cushman &
Wakefield and Insignia/ESG, and agrees to indemnify and hold Landlord harmless
from and against any and all brokerage claims, other than by Cushman & Wakefield
and Insignia/ESG arising therefrom. Landlord shall be responsible for the
payment of all fees and commissions due to Insignia/ESG pursuant to the terms of
a separate agreement between such parties. Insignia/ESG shall be responsible for
the payment of all fees and commissions due to Cushman & Wakefield, pursuant to
a separate agreement between such parties.

         16.25 Amendments. This Lease may be modified only in writing, signed by
the parties in interest at the time of the modification.

         16.26 Multiple Parties. Except as otherwise expressly provided herein,
if more than one person or entity is named herein as Tenant, the obligations of
such persons shall be the joint and several responsibility of all persons or
entities named herein as such Tenant.

         16.27 Authority. Each person signing on behalf of Landlord or Tenant
warrants and represents that she or is authorized to execute and deliver this
Lease and to make it a binding obligation of Landlord or Tenant.

         16.28 Right of First Offer. So long as (i) there then exists no Default
of Tenant, (ii) the initially named Tenant pursuant to Section 1.1 hereof (and
any successor of Tenant by merger or any other entity which controls, is
controlled by or is under common control with the Tenant set forth in Section
1.1 above) shall occupy the entire Premises, and (iii) this Lease is still in
full force and effect, then if Landlord shall desire to lease all or any space
within the Building for a period commencing on or after the Commencement Date,
Landlord shall so notify Tenant, and shall identify the space available (the
"Offered Space") together with the rental rate and other terms and conditions
(collectively, the "Terms") under which in good faith it intends to offer such
space to third parties and the date on which such Offered Space is expected to
be available. Tenant may irrevocable elect to lease the Offered Space on the
Terms by giving notice thereof to Landlord within five (5) days after Tenant's
receipt of notice from Landlord of the Terms. If Tenant shall have so elected to
lease the Offered Space, it shall enter into an amendment to this Lease within
ten (10) days after it shall have received the same from Landlord, confirming
the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging,
however, that the term applicable to such Offered Space may not coincide with
the term applicable to the Premises initially demised hereunder. If Tenant shall
fail to give notice of its election to lease the Offered Space within the
aforesaid 5-day period, then Tenant shall have no further rights under this
Section and Landlord shall thereafter be free to lease any or all of such
Offered Space or any other space in the Building to a third party or parties
from time to time on such terms and conditions as it may deem appropriate, it
being agreed that time is of the essence with respect to the exercise of
Tenant's rights under this Section. For purposes of the first sentence of this
Section, the term "lease" shall not include (a) the leasing of any space then
leased to or occupied

                                                                            -26-
<PAGE>

by, or the extension or renewal of a lease with, any then existing tenant or
occupant, (b) the exercise of any expansion option, right of first offer, or
right of first refusal by any tenant of the Industrial Center pursuant to a
lease in effect prior to the date of this Lease, or (c) the lease of any space
to any entity controlling, controlled by or under common control with, or
otherwise affiliated with Landlord.

                  The parties hereto have executed this Lease at the place and
on the dates specified above their respective signatures.

LANDLORD:                               TENANT:




KEEP YOUR DAY JOB, LLC                  SMARTERKIDS.COM, a Delaware corporation
a Delaware limited liability company    Name:

By:      MANSFIELD LAND LLC             Title:
         a Massachusetts limited liability company
Its:     Manager

         By:      NDNE REALTY, INC.
                  a Massachusetts corporation
         Its:     Manager


                  By:_____________________________
                  Name:
                  Its:


AMB PROPERTY, L.P.
a Delaware limited partnership

By:      AMB PROPERTY CORPORATION
         a Maryland corporation

         By: ________________________
         Name:    Cynthia J. Sarver
         Its:     Vice President

                           Attention: Robert Cahill, CFO
                           15-19 Crawford Street
                           Needham, MA 02192
Telephone: (     )         Telephone: (     )

Facsimile: (     )         Facsimile: (     )

Executed at:               Executed at:

                                                                            -27-
<PAGE>

             LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM


              This Remedies Addendum is part of the Lease dated
______________________ by and between KEEP YOUR DAY JOB LLC and SMARTERKIDS.COM
for the premises known as 145 Plymouth Street, Mansfield, MA.

              (a) TERMINATION. In the event of any Default by Tenant, Landlord
and the agents and servants of Landlord may, in addition to and not in
derogation of any remedies for any preceding breach of covenant, immediately or
at any time thereafter give notice to Tenant terminating this Lease and the term
hereof, which notice shall specify the date of termination, whereupon on the
date so specified the term of this Lease and all of Tenant's rights and
privileges under this Lease shall expire and terminate, but Tenant shall remain
liable as hereinafter provided.

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

              At any time after such termination, in lieu of all such current
damages beyond the date of such demand, at Landlord's election Tenant shall pay
to Landlord either (i) an amount equal to the excess, if any, of the Base Rent,
Additional Rent and other charges as hereinbefore provided which would be
payable hereunder from the date of such demand for what would be the then
unexpired term of this Lease if the same remained in effect, over the then fair
net rental value of the Premises for the same period or (ii) an amount equal to
the lesser of (x) the Base Rent, Additional Rent and other charges that would
have been payable for the balance of the term of this Lease had it not been
terminated or (y) the aggregate of the Base Rent, Additional Rent and other
charges accrued in the twelve (12) months ended next prior to such termination
(without reduction for any free rent or other concession or abatement) except
that in the event the term of this Lease is so terminated prior to the
expiration of the first full year of the term of this Lease, the liquidated
damages which Landlord may elect to recover pursuant to clause (ii) (y) of this
paragraph shall be calculated as if such termination had occurred on the first
anniversary of the Commencement Date and there had been no so-called free rent
or other rental concession or any rental abatement. 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.

<PAGE>

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

              (c) REMEDIES CUMULATIVE. Except as expressly provided above, any
and all rights and remedies which Landlord may have under this Lease, and at law
and equity (including without limitation actions at law for direct, indirect,
special and consequential (foreseeable and unforeseeable) damages, for Tenant's
failure to comply with its obligations under this Lease 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.

              (d) NO SURRENDER. No act or conduct of Landlord, whether
consisting of the acceptance of the keys to the Premises, or otherwise, shall be
deemed to be or constitute an acceptance of the surrender of the Premises by
Tenant prior to the expiration of the Term, and such acceptance by Landlord of
surrender by Tenant shall only flow from and must be evidenced by a written
acknowledgment of acceptance of surrender signed by Landlord. The surrender of
this Lease by Tenant, voluntarily or otherwise, shall not work a merger unless
Landlord elects in writing that such merger take place, but shall operate as an
assignment to Landlord of any and all existing subleases, or Landlord may, at
its option, elect in writing to treat such surrender as a merger terminating
Tenant's estate under this Lease, and thereupon Landlord may terminate any or
all such subleases by notifying the sublessee of its election so to do within
five (5) days after such surrender.

              (e) LANDLORD'S CURE RIGHTS. Landlord shall have the right, but
shall not be required, to pay such sums or do any act which requires the
expenditure of monies which may be necessary or appropriate by reason of the
failure or neglect of Tenant to comply with any of its obligations under this
Lease, and in the event of the exercise of such right by Landlord, Tenant agrees
to pay to Landlord forthwith upon demand all such sums including reasonable
attorneys fees, together with interest thereon at a rate equal to the lesser of
6% over the Prime Rate or the maximum rate allowed by law. Landlord shall not
exercise such right unless either a Default (as defined in Section 13) has
occurred or the breach by Tenant has resulted in an imminent threat to life or
property or exposure of Landlord to actual or potential liability. "Prime Rate"
shall mean the annual floating rate of interest, determined daily and expressed
as a percentage from time to time announced by the largest national or
state-chartered banking institution in the state or district in which the
Building is located as its "prime" or "base" rate.

                                                                            -2-
<PAGE>

TENANT INITIALS                     LANDLORD INITIALS

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

                                                                            -3-
<PAGE>

                            KEEP YOUR DAY JOB, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY
                          INDUSTRIAL MULTI-TENANT LEASE

                                OPTION TO EXTEND

This Option to Extend is a part of the Lease dated ______________________, by
and between KEEP YOUR DAY JOB, LLC ("Landlord") and ____________________________
("Tenant") for the premises commonly known as ________________________________.

                        1. OPTION TO EXTEND. Landlord hereby grants to Tenant
the option to extend the term of this Lease for the one (1) additional period of
five (5) years, commencing on the date immediately following the Expiration
Date.

              2. Exercise Dates: For purposes of Paragraph 5 of this Addendum,
the Last Exercise Date is twelve (12) months prior to the date that the Option
Period would commence.

3. Monthly Base Rent. The monthly Base Rent for each month of the Option Period
shall be the amount calculated in accordance with the alternative selected below
("Rent Adjustment Alternative"), but in no event shall the monthly Base Rent for
the Option Period be less than the highest monthly Base Rent payable during the
term immediately preceding the Option Period.


          [ ]  Fixed rent adjustment ("Fixed Rent Adjustment")
               $         shall be the monthly Base Rent for Period One.
               $         shall be the monthly Base Rent for Period Two.
               $         shall be the monthly Base Rent for Period Three.
               $         shall be the monthly Base Rent for Period Four.
               $         shall be the monthly Base Rent for Period Five.
          [ ]  Cost of living adjustment ("CPI Adjustment")
               Monthly Base Rent shall be calculated using the following CPI
               index ("Index")
               [ ] Urban Wage Earners and Clerical Workers
               [ ] All Urban Consumers
               [ ]
               The Comparison Month is:
               [ ] the first month of the term of this Lease; or
               [ ]
          [X]  Market rent ("Market Rent Adjustment")

4. Conditions to Exercise of Option. Tenant's right to extend is conditioned
upon and subject to each of the following:

         A. In order to exercise the option to extend, Tenant must give written
notice of such election to Landlord and Landlord must receive the same by the
Last Exercise Date and not sooner than three (3) months prior thereto. If proper
notification of the exercise of the option is not given and/or received, such
option shall automatically expire. Tenant acknowledges that because of the
importance to Landlord of knowing no later than the Last Exercise Date whether

<PAGE>

or not Tenant will exercise the option, the failure of Tenant to notify Landlord
by the Last Exercise Date will conclusively be presumed an election by Tenant
not to exercise the option.

         B. Landlord may elect to revoke Landlord's rights hereunder (i) if
Tenant is in Default at the time of the exercise of the option or (ii) in the
event that Landlord has given to Tenant 3 or more notices of separate Defaults
during the 12 month period immediately preceding the exercise of the option,
whether or not the Defaults are cured. The period of time within which the
option may be exercised shall not be extended or enlarged by reason of Tenant's
inability to exercise the option because of the provisions of this paragraph.

         C. All of the terms and conditions of this Lease except where
specifically modified by this Addendum shall apply, except that there shall be
no further right to extend the term hereof.

         D. The option is personal to the named Tenant as set forth in Section
1.1 above (or any successor of the Tenant named in Section 1.1 hereof by merger
or consolidation or any assignee permitted by Section 12(b), and cannot be
assigned or exercised by anyone other than the Tenant named in Section 1.1 or
any successor by merger or consolidation, and only while the Tenant or such
successor, Section 12(b) permitted assignee or any Affiliate is in full
possession of the Premises and without the intention of thereafter assigning or
subletting.

5 3.     CALCULATION OF RENT ADJUSTMENT

         A. Market Rent Adjustment. Four months prior to the commencement of the
Option Period, if the selected Rent Adjustment Alternative is the Market Rent
Adjustment, the Parties shall negotiate in good faith to determine the Base Rent
for the Option Period. If agreement cannot be reached within thirty days, then
Landlord and Tenant shall each, no later then 90 days prior to the commencement
of the Option Period, make a reasonable determination of the fair market rental
for the Premises for the Option Period and submit such determination, in
writing, to arbitration in accordance with the following provisions:

                  (i) No later then 90 days prior to the commencement of the
Option Period, Landlord and Tenant shall each select an industrial leasing
broker to act as an arbitrator. The two arbitrators so appointed shall, no later
then 75 days prior to the commencement of the Option Period, select a third
mutually acceptable industrial leasing broker to act as a third arbitrator.

                  (ii) The three arbitrators, acting by a majority, shall no
later then 75 days prior to the commencement of the Option Period, determine the
actual fair market rental for the Premises for the Option Period. The decision
of a majority of the arbitrators shall be binding on the Parties. The fair
market rental determination of Landlord or Tenant which is closest to the fair
market rental as determined by the arbitrators shall be the Base Rent for the
Option Period.

                  (iii) If either of the Parties fails to appoint an arbitrator
within the period required by this Addendum, the arbitrator timely appointed
shall determine the Base Rent for the Option Period.

                                                                            -5-
<PAGE>

                  (iv) The entire cost of such arbitration shall be paid by the
party whose fair market rental submission is not selected.

LANDLORD:                               TENANT:




KEEP YOUR DAY JOB, LLC                  SMARTERKIDS.COM

By:      MANSFIELD LAND LLC             Name:
         a Massachusetts limited liability company   Title:
Its:     Manager

         By:      NDNE REALTY, INC.
                  a Massachusetts corporation
         Its:     Manager


                  By: ___________________
                  Name:
                  Its:


AMB PROPERTY, L.P.
a Delaware limited partnership

By:      AMB PROPERTY CORPORATION
         a Maryland corporation

         By: _________________________
         Name:    Cynthia J. Sarver
         Its:     Vice President

                                                                            -6-
<PAGE>

                             KEEP YOUR DAY JOB, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY
                          INDUSTRIAL MULTI-TENANT LEASE

               EARLY POSSESSION AND INDUCEMENT RECAPTURE ADDENDUM

This Early Possession and Inducement Recapture Addendum is a part of the Lease
dated _______________________________, by and between KEEP YOUR DAY JOB, LLC
("Landlord") and SMARTERKIDS.COM ("Tenant") for the premises commonly known as
------------------------------.

         EARLY POSSESSION. For the purpose of installation of Tenant's office
furniture, equipment and warehouse equipment, Tenant may enter the Premises from
and after April 3,2000 ("Early Possession Date") even though the Early
Possession Date is prior to the Commencement Date of the Lease ("Early
Possession"), but only to the extent that such Early Possession does not
interfere with Landlord's construction at the Industrial Center. The obligation
to pay Base Rent and Tenant's Share of Operating Expenses shall be abated for
the Early Possession Period. All other terms of this Lease, however, including
but not limited to the obligations to carry the insurance required by Paragraph
8 shall be in effect during the Early Possession period. Such Early Possession
shall not change the Expiration Date of the Original Term. If possession is not
tendered to Tenant on the Early Possession Date, the Early Possession period
shall run from the date of delivery of possession and continue for a period
equal to the period during which the Tenant would have otherwise enjoyed under
the terms hereof possession of the Premises with abated Base Rent, but minus any
days of delay caused by the acts, failure to act, or omissions of Tenant.

LANDLORD:                             TENANT:


KEEP YOUR DAY JOB, LLC                SMARTERKIDS.COM

                                      By:___________________________
a Delaware limited liability company  Name:

By:      MANSFIELD LAND LLC           Title:
         a Massachusetts limited liability company
Its:     Manager

         By:      NDNE REALTY, INC.
                  a Massachusetts corporation
         Its:     Manager


                  By: _________________________
                  Name:
                  Its:

<PAGE>

AMB PROPERTY, L.P.
a Delaware limited partnership

By:      AMB PROPERTY CORPORATION
         a Maryland corporation

         By: _______________________
         Name:    Cynthia J. Sarver
         Its:     Vice President

                                                                            -8-
<PAGE>

                                    EXHIBIT A

                              [Diagram of Premises]

<PAGE>

                                    EXHIBIT B

                          COMMENCEMENT DATE MEMORANDUM



         LANDLORD:                          KEEP YOUR DAY JOB, LLC

         TENANT:                    ___________________________________

         LEASE DATE:                _________________, ____

         PREMISES:                  ___________________________________

                                    ___________________________________

Tenant hereby accepts the Premises as being in the condition required under the
Lease.

The Commencement Date of the Lease is _______________________, ____.

The Expiration Date of the Lease is _______________________, ____.

LANDLORD:                            TENANT:


KEEP YOUR DAY JOB, LLC               SMARTERKIDS.COM, a Delaware corporation
a Delaware limited liability company

By:      MANSFIELD LAND LLC
         a Massachusetts limited liability company
Its:     Manager

         By:      NDNE REALTY, INC.
                  a Massachusetts corporation
         Its:     Manager


                  By: _____________________________
                  Name:
                  Its:


AMB PROPERTY, L.P.
a Delaware limited partnership

By:      AMB PROPERTY CORPORATION
         a Maryland corporation

<PAGE>

         By: __________________________
         Name:    Cynthia J. Sarver
         Its:     Vice President
                                          By:______________________________
                                          Name:
                                          Title:

Telephone: (     )                        Telephone: (     )

Facsimile: (     )                        Facsimile: (     )

Executed at:                              Executed at:

on:                                       on:

                                                                           -11-
<PAGE>

                                    EXHIBIT C

          TENANT MOVE-IN AND LEASE RENEWAL ENVIRONMENTAL QUESTIONNAIRE
                    FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

PROPERTY NAME:  ______________________________________________________________

PROPERTY ADDRESS:  ___________________________________________________________

             EXHIBIT ________ TO THE LEASE DATED __________________
                                     BETWEEN

                    ---------------------------------------
                                   ("LESSEE")
                                       AND

                    ---------------------------------------
                                   ("LESSOR")

Instructions: The following questionnaire is to be completed by the Tenant
Representative with knowledge of the planned/existing operations for the
specified building/location. A copy of the completed form must be attached to
all new leases and renewals, and forwarded to the Owner's Risk Management
Department. Please print clearly and attach additional sheets as necessary.

1.0      PROCESS INFORMATION

Describe planned use (new Lease) or existing operations (lease renewal), and
include brief description of manufacturing processes employed.






2.0      HAZARDOUS MATERIALS

Are hazardous materials used or stored? If so, continue with the next question.
If not, go to Section 3.0.

2.1  Are any of the following materials handled on the property? Yes____ No____
     (A material is handled if it is used, generated, processed, produced,
     packaged, treated, stored, emitted, discharged, or disposed.) If so,
     complete this section. If this question is not applicable, skip this
     section and go on to Section 5.0.

         : Explosives                : Fuels          : Oils
         : Solvents                  : Oxidizers      : Organics/Inorganics
         : Acids                     : Bases          : Pesticides
         : Gases                     : PCBs           : Radioactive Materials
         : Other (please specify)

2-2.     If any of the groups of materials checked in Section 2.1, please list
         the specific material(s), use(s), and quantity of each chemical used or
         stored on the site in the Table below. If convenient, you may
         substitute a chemical inventory and list the uses of each of the
         chemicals in each category separately.

-------------------------------------------------------------------------------
MATERIAL   PHYSICAL STATE   USAGE  CONTAINER SIZE    NUMBER OF   TOTAL QUANTITY
           (SOLID, LIQUID,                          CONTAINERS
              OR GAS)
-------------------------------------------------------------------------------

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

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

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

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

<PAGE>

-------------------------------------------------------------------------------
MATERIAL   PHYSICAL STATE   USAGE  CONTAINER SIZE    NUMBER OF   TOTAL QUANTITY
           (SOLID, LIQUID,                          CONTAINERS
              OR GAS)
-------------------------------------------------------------------------------

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

2-3. Describe the planned storage area location(s) for these materials. Please
include site maps and drawings as appropriate.





3.0      HAZARDOUS WASTES

Are hazardous wastes generated?                       Yes____    No____

If yes, continue with the next question. If not, skip this section and go to
section 4.0.

                                                                            -2-
<PAGE>

                 TENANT MOVE-IN AND LEASE RENEWAL QUESTIONNAIRE

3.1      Are any of the following wastes generated, handled, or disposed of
(where applicable) on the property?

                  : Hazardous Wastes             : Industrial Wastewater
                  : Waste Oils                   : PCBs
                  : Air Emissions                : Sludges
                  : Regulated Wastes             : Other (please specify)

3-2. List and quantify the materials identified in Question 3-1 of this section.

-------------------------------------------------------------------------------
WASTE       RCRA    SOURCE      APPROXIMATE   WASTE              DISPOSITION
GENERATED   LISTED              MONTHLY       CHARACTERIZATION
            WASTE?              QUANTITY
-------------------------------------------------------------------------------

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

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

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

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

3-3.     Please include name, location, and permit number (e.g., EPA ID No.) for
         transporter and disposal facility, if applicable). Attach separate
         pages as necessary.

-------------------------------------------------------------------------------
TRANSPORTER/DISPOSAL   FACILITY LOCATION  TRANSPORTER (T) OR      PERMIT NUMBER
FACILITY NAME                             DISPOSAL (D) FACILITY
-------------------------------------------------------------------------------

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

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

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

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

3-4.     Are pollution controls or monitoring employed in the process to prevent
         or minimize the release of wastes into the environment? Yes ____ No____
         If so, please describe.





4.0      USTS/ASTS

4.1      Are underground storage tanks (USTs), aboveground storage tanks (ASTs),
         or associated pipelines used for the storage of petroleum products,
         chemicals, or liquid wastes present on site (lease renewals) or
         required for planned operations (new tenants)? Yes____ No____

         If not, continue with section 5.0. If yes, please describe capacity,
         contents, age, type of the USTs or ASTs, as well any associated leak
         detection/spill prevention measures. Please attach additional pages if
         necessary.

-------------------------------------------------------------------------------
CAPACITY   CONTENTS   YEAR       TYPE (STEEL,       ASSOCIATED LEAK DETECTION
                      INSTALLED  FIBERGLASS, ETC.)  /SPILL PREVENTION MEASURES*
-------------------------------------------------------------------------------

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

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

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

*Note: The following are examples of leak detection/spill prevention measures:
       Integrity testing         Inventory reconciliation  Leak detection system
       Overfill spill protection Secondary containment     Cathodic protection
-------------------------------------------------------------------------------

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

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

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

4-2. Please provide copies of written tank integrity test results and/or
monitoring documentation, if available.

4-3.     Is the UST/AST registered and permitted with the appropriate regulatory
         agencies? Yes____ No____ If so, please attach a copy of the required
         permits.

                                                                            -3-
<PAGE>

4-4.     If this Questionnaire is being completed for a lease renewal, and if
         any of the USTs/ASTs have leaked, please state the substance released,
         the media(s) impacted (e.g., soil, water, asphalt, etc.), the actions
         taken, and al remedial responses to the incident.

                                                                            -4-
<PAGE>

                 TENANT MOVE-IN AND LEASE RENEWAL QUESTIONNAIRE

4-4.     If this Questionnaire is being completed for a lease renewal, have
         USTs/ASTs been removed from the property?
                                                        Yes____    No____
         If yes, please provide any official closure letters or reports and
         supporting documentation (e.g., analytical test results, remediation
         report results, etc.).

4-6.     For Lease renewals, are there any above or below ground pipelines on
         site used to transfer chemicals or wastes?
                                                         Yes____    No____
         For new tenants, are installations of this type required for the
         planned operations?                             Yes____    No____
         If yes to either question, please describe.




5.0      ASBESTOS CONTAINING BUILDING MATERIALS

Please be advised that this property participates in an Asbestos Operations and
Maintenance Program, and that an asbestos survey may have been performed at the
Property. If provided, please review the information that identifies the
locations of known asbestos containing material or presumed asbestos containing
material. All personnel and appropriate subcontractors should be notified of the
presence of these materials, and informed not to disturb these materials. Any
activity that involves the disturbance or removal of these materials must be
done by an appropriately trained individual/contractor.

6.0      REGULATORY

6-1.     For Lease Renewals, are there any past, current, or pending regulatory
         actions by federal, state, or local environmental agencies alleging
         noncompliance with regulations?                 Yes____    No____
         If so, please describe.



6-2.     For lease renewals, are there any past, current, or pending lawsuits or
         administrative proceedings for alleged environmental damages involving
         the property, you, or any owner or tenant of the property?
                                                         Yes____    No____
         If so, please describe.



6-3.     Does the operation have or require a National Pollutant Discharge
         Elimination System (NPDES) or equivalent permit?
                                                          Yes____   No____
         If so, please attach a copy of this permit.

6-4.     For Lease renewals, have there been any complaints from the surrounding
         community regarding facility operations?         Yes____   No____
         Have there been any worker complaints or regulatory investigations
         regarding hazardous material exposure at the facility?
                                                          Yes____   No____
         If so, please describe status and any corrective actions taken. Please
         attach additional pages as necessary.



6-5.     Has a Hazardous Materials Business Plan been developed for the site?
                                                          Yes____   No____
         If so, please attach a copy.

CERTIFICATION

I am familiar with the real property described in this questionnaire. By signing
below, I represent and warrant that the answers to the above questions are
complete and accurate to the best of my knowledge. I also understand that the
Owner

                                                                            -5-
<PAGE>

will rely on the completeness and accuracy of my answers in assessing any
environmental liability risks associated with the property.

                                   Signature:

                                   Name:_______________________________

                                   Title:______________________________

                                   Date:_______________________________

                                   Telephone:__________________________

PLEASE PROVIDE A COPY OF THE COMPLETED QUESTIONNAIRE TO:
Mr. Steve Campbell
KEEP YOUR DAY JOB, LLC
505 Montgomery Street, Fifth Floor
San Francisco, CA 94111

                                                                            -6-
<PAGE>

                                    EXHIBIT D
                   TENANT MOVE-OUT ENVIRONMENTAL QUESTIONNAIRE
                    FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

         PROPERTY NAME: _______________________________________________________

         PROPERTY ADDRESS: ____________________________________________________

         BUILDING / SUITE NUMBER(S): __________________________________________

Instructions: The following questionnaire is to be completed by the Property
Manager prior to/after the Tenant vacates a building/suite or location. A copy
of the completed form must be forwarded to the Owner's Risk Management
Department. Please print clearly and attach additional sheets as necessary.

1.0      GENERAL INFORMATION

Property Manager:
Property Management Company:

Regional Manager:


2.0      TENANT INFORMATION

Name of Former Tenant:


Lease Date:               ___________________   Move-out Date: ________________

3.0      INDOOR INSPECTION

The Property Manager is expected to inspect the vacant building/suite of the
tenant. A pre-vacate "inspection" should be performed in advance of the tenant
moving out to ensure that potential environmental issues requiring tenant
response are addressed. Areas that are inaccessible should be noted. The
Property Manager should check the interior of all closets and storage cabinets
for items left by the vacated tenant.

3.1      Upon entering the vacated building(s)/suite(s), did you note any
         unusual odors?                                  Yes____   No____
         If yes, please provide a brief description of the odor (rotten eggs,
         chemical, etc.), and note possible sources of the odor:

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

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

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

3.2      Were any chemicals, including janitorial supplies left in the
         building/suite(s)?                              Yes____   No____
         If yes, please provide a list of the items, note their location and
         note whether any leakage or staining is apparent (please attach
         additional sheets as necessary):

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

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

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

3.3      Are there any known or suspect environmental conditions associated with
         the tenant's former activities at the building/suite?
         If yes, please identify the location and nature of the environmental
         conditions:

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

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

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

4.0      OUTDOOR INSPECTION

The Property Manager is expected to inspect the exterior and perimeter of the
vacant building/suite of the former tenant.

<PAGE>

4.1     Please check each of the applicable items, if observed outside the
        former tenant's building/suite:
<TABLE>
        <S>                              <C>
        : Drums or Other Containers      : Leakage from Transformers
        : Dumping of Trash/Debris/Wastes : Leakage from Trash Compactor Oil Reservoir
        : Stained Soils/Pavement         : Other (Specify):__________________________
        : Stressed or Stained Vegetation
</TABLE>

         For each item checked above, please describe the location, provide a
         brief description and estimate the approximate quantity or amount
         (Attach additional sheets as necessary.):

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

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

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

4.2      Are underground storage tanks (USTs), aboveground storage tanks (ASTs),
         or associated pipelines used for the storage of--either petroleum
         products, chemicals, or liquid wastes present at the vacating tenant's
         building/suite?                                 Yes____   No____

         If yes, please describe capacity, contents, age, type of the USTs or
         ASTs, as well any associated leak detection/spill prevention measures.
         Please attach additional pages if necessary.

                                      -2-
<PAGE>

                   TENANT MOVE-OUT ENVIRONMENTAL QUESTIONNAIRE
-------------------------------------------------------------------------------
CAPACITY  CONTENTS   YEAR       TYPE (STEEL,        ASSOCIATED LEAK DETECTION
                     INSTALLED  FIBERGLASS, ETC.)   /SPILL PREVENTION MEASURES*
-------------------------------------------------------------------------------

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

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

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

*Note: The following are examples of leak detection/spill prevention measures:
<TABLE>
         <S>                          <C>                         <C>
         Integrity testing            Inventory reconciliation    Leak detection system
         Overfill spill protection    Secondary containment       Cathodic protection
</TABLE>

         4.2.1    Please provide copies of the most recent written tank
                  integrity test results and/or monitoring documentation, if
                  available.

         4.2.2    Are there any documented releases associated with the
                  USTs/ASTs?                             Yes____   No____

                  If so, please state the substance released, the media(s)
                  impacted (e.g., soil, water, asphalt, etc.), the actions
                  taken, and all remedial responses to the incident (Please
                  attach additional sheets as necessary.):

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

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

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

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

         4.3      Have USTs/ASTs been removed from the vacated tenant's
                  building/suite?                        Yes____   No____

                  If yes, please provide any official closure letters or reports
                  and supporting documentation (e.g., analytical test results,
                  remediation report results, etc.) unless previously provided.

5.0      ASBESTOS CONTAINING BUILDING MATERIALS

If an asbestos survey is available for the property, please review the
information that identifies the locations of known asbestos containing material
or presumed asbestos containing material. Please note that any tenant activity
that may have involved the disturbance or removal of these materials must be
done by an appropriately trained individual/contractor.

If the available asbestos survey results indicate that asbestos containing
materials (ACMs), and/or presumed asbestos containing materials (PACMs) have
been identified in the building/suite, please inspect those materials and note
those that are damaged in the space below:


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

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

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

6.0      REGULATORY

6.1      Are there any past, current, or pending regulatory actions by federal,
         state, or local environmental agencies alleging that the vacated tenant
         is in noncompliance with regulations?               Yes____   No____


         If so, please describe.

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

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

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




PREPARED BY:                             PLEASE FORWARD THE COMPLETED
                                         QUESTIONNAIRE TO:

Signature: ____________________________  Mr. Steve Campbell
                                         KEEP YOUR DAY JOB, LLC
Name:      ____________________________  505 Montgomery Street, Fifth Floor
                                         San Francisco, CA  94111
Date:      ____________________________


                                      -3-
<PAGE>

Title:     ____________________________

Company:   ____________________________

Telephone: ____________________________

Fax:       ____________________________



                                      -4-
<PAGE>

                                    EXHIBIT E

                          Form of Estoppel Certificate


TO:                                    DATE:

         Reference is made to that certain Commercial Multi-Tenant Lease (the
"Lease") dated ___________________- by and between ___________________________,
as Landlord, ______________________________________, as Tenant, covering certain
premises known as ___________________________________________________, as
further described in the Lease.

         Tenant hereby certifies to and agrees with ____________________________
that:

         1. The Lease is in full force and effect, and has not been modified,
amended, terminated or superseded in any manner, except as follows:
___________________________;

         2. The Lease was executed on __________________ and will expire ______
years from the Commencement Date, to wit, on or about __________________ (not
including ____ option periods of ____ years each which, if all exercised, would
extend the Term until
-------------------);

         3. Tenant has no offsets or defenses to its performance of the terms
and conditions of the Lease, including the payment of Rent, and there are no
modifications or agreements with regard to the Rent set forth in the Lease
except (insert "NONE" if there are no modifications or other agreements):
_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

         4. Tenant has accepted possession of the Premises subject to the terms
of the Lease;

         5. Tenant has not and will not pay Rent more than one (1) month in
advance to Landlord;

         6. Tenant will not look to __________________________________________
for any security deposits paid to Landlord under the Lease unless such deposits
have been received in cash by _______________________________________________;

         7. Tenant agrees that, without the written consent of
________________________, Tenant will not modify or alter the terms of the
Lease;

         8. None of the following events have occurred: (a) the filing by or
against Tenant of a petition in bankruptcy, insolvency, reorganization, or an
action for the appointment of a receiver or trustee; or (b) the making of an
assignment for the benefit of creditors.

<PAGE>

                             KEEP YOUR DAY JOB, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY
                          INDUSTRIAL MULTI-TENANT LEASE

                           COMMENCEMENT DATE ADDENDUM

                  The "Commencement Date" shall be the date upon which Landlord
receives a temporary certificate of occupancy the Premises (excluding, to the
extent applicable, the Office Space) and all of Landlord's Work except that
relating to the Office Space (if applicable) has been substantially completed,
i.e., completed except for items of work (and, if applicable, adjustment of
equipment and fixtures), which can be completed after occupancy has been taken
without causing undue interference with Tenant's use (i.e., so-called "punch
list" items). Landlord agrees to complete as soon as conditions permit all
"punch list" items and Tenant agrees to afford Landlord access to the Premises
for such purposes.

                  In the event that a temporary certificate of occupancy (as
opposed to a permanent certificate of occupancy) is issued for the Premises,
then Landlord shall diligently pursue to completion all conditions precedent to
the issuance of a permanent certificate of occupancy imposed by the Town of
Mansfield for the issuance of the same. If Landlord fails to diligently pursue
and obtain a permanent certificate of occupancy for the Premises and, as a
result thereof, Tenant is ordered to cease and desist its use and occupancy of
the Premises, then the Base Rent, Additional Rent and all other charges due
under the Lease shall abate until a permanent certificate of occupancy is issued
or Tenant is permitted to occupy the Premises. The provisions of this paragraph
shall not apply if and to the extent the failure of Landlord to obtain any
occupancy permit is due to the acts of Tenant or any Tenant Entity.

Landlord:                                                     Tenant:



KEEP YOUR DAY JOB, LLC                SMARTERKIDS.COM, a Delaware corporation

a Delaware limited liability company ________________________________________



                                       By:______________________________

By:  MANSFIELD LAND LLC                Name:
     a Massachusetts limited           Title:
     liability company
Its: Manager

         By:      NDNE REALTY, INC.
                  a Massachusetts corporation
         Its:     Manager


                  By: ________________________
                  Name:
                  Its:


<PAGE>

AMB PROPERTY, L.P.
a Delaware limited partnership

By:      AMB PROPERTY CORPORATION
         a Maryland corporation

         By: _________________________
         Name:    Cynthia J. Sarver
         Its:     Vice President


                                      -2-
<PAGE>

                                    GLOSSARY

The following terms in the Lease are defined in the paragraphs opposite the
terms.



TERM                                          DEFINED IN PARAGRAPH

Additional Rent                                        4.1
Applicable Requirements                                6.3
Assign                                                 12.1
Base Rent                                              1.4
Basic Provisions                                       1.1
Building                                               1.2
Building Operating Expenses                            4.2(b)
Code                                                   12.1
Commencement Date                                      1.3
Commencement Date Certified                            3.3
Common Areas                                           2.2
Common Area Operating Expenses                         4.2(b)
Condemnation                                           14
Default                                                13.1
Expiration Date                                        1.3
Hazardous Substance                                    6.2
Indemnity                                              8.5
Industrial Center                                      1.2
Landlord                                               1.1
Landlord Entities                                      6.2(c)
Lease                                                  1.1
Lenders                                                6.4
Mortgage                                               16.18
Operating Expenses                                     4.2
Party/Parties                                          1.1
Permitted Use                                          1.8
Premises                                               1.2
Prevailing Party                                       16.13
Real Property Taxes                                    10.2
Rent                                                   4.1
Reportable Use                                         6.2
Requesting Party                                       15
Responding Party                                       15
Rules and Regulations                                  2.4
Security Deposit                                       1.7, 5
Taxes                                                  10.2
Tenant                                                 1.1
Tenant Acts                                            9.2

<PAGE>

Tenant's Share                                         1.5
Term                                                   1.3
Use                                                    6.1